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HomeMy WebLinkAboutItem D09 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District z The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District I James K. Scholl,District 3 - Holly Merrill Raschein,District 5 Regular Meeting May 20, 2026 Agenda Item Number: D9 26-19712 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: N/A STAFF CONTACT: Ammie Machan AGENDA ITEM WORDING: Approval of an Insertion Order Agreement with Matador Ventures, Inc. for the production and distribution of media for a premium brand partnership media buy with YETI. This is paid from TDC fund 116. ITEM BACKGROUND: As part of Section 11 of the TDC Operations Manual, the BOCC has authorized that media buys, including associated campaign production, and tourism professionals, are exempt from price quote and competitive solicitations. This is an opportunity to align the Florida Keys with one of the most recognizable premium outdoor lifestyle brands in the country and place the destination inside a cinematic, nationally distributed travel series designed for adventure-minded consumers. The proposed series, Between Tides: The Florida Keys, is built around the Keys' strongest competitive advantage: water. The concept showcases fishing, diving, kayaking,boating, marine ecology, and the distinct culture of each island chain through long-form storytelling and short-form social cutdowns distributed across Roku, Matador Network, and YETI channels. Rather than a traditional stand-alone production project, this is a media buy with content creation embedded inside the buy. Strategic value to the Florida Keys brand This partnership positions the Florida Keys as a premium, authentic, water-driven destination for high-value travelers whose interests align with boating, fishing, diving, eco-experiences, and outdoor adventure. YETI'S inclusion elevates the campaign beyond standard destination advertising. Its audience brings brand credibility, strong outdoor affinity, and meaningful amplification through owned channels that reach exactly the type of traveler the Florida Keys seeks to influence. The program is also designed to create durable value beyond the initial flight. In addition to episodic distribution, the campaign includes vertical video, a custom landing page, still photography, b-roll, and long-term usage rights for final campaign assets. TDC Approved at their meeting of April 9, 2026. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION Approval DOCUMENTATION: Insertion Order and Addendum Insurance Documentation FINANCIAL IMPACT: Effective Date: May 20, 2026 Expiration Date: September 30, 2026 Total Dollar Value of Contract: $990,000 Total Cost to County: Current Year Portion: $990,000 Budgeted: Source of Funds: TDC Fund 116 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Insertion Order Agreement This Insertion Order Agreement (10") is made and entered into as of_ (the "Effective Date") by and between Matador Ventures, Inc. ("Matador"), with an address of PO Box 7775 #40021 San Francisco, CA 94120, and_Monroe County Board of County Commissioners ("Client"), with an address of 1100 Simonton St, Key West, FL 33040_ (each separately a "Party' and together, "Parties"). Content Ownership, Licensing, Use, & Life: All content Matador provides or creates for Client as part of the Services described on Exhibit A, including but not limited to concepts, works, information, drawings, designs, programs, photographs, videos, or written content (whether developed by Matador or any of its affiliates), including all copyrights in the content,is Matador's intellectual property and/or licensed content of Matador(for clarity,such intellectual property does not belong to Client). Matador hereby grants to Client a non-exclusive, worldwide, royalty-free license, with rights to sublicense, to use the content in part, entirety, alone, or in collaboration with other content, in perpetuity, on any digital or social platform, paid or unpaid,specifically excluding, but not limited to, print,TV, and Out Of Home advertising. In the event Client would like rights beyond those listed here,Client must negotiate with Matador for consent&additional fees. All content shall live on Matador's website and distribution platforms in perpetuity in Matador's discretion. Client may provide Matador with content for inclusion in the Services("Client Content"); Client hereby grants to Matador a non- exclusive, worldwide, royalty-free license, with rights to use Client Content in perpetuity, only as incorporated into the Services listed under this 10. • Influencer Content: License granted under this Section for all content featuring the name and/or likeness of the Campaign's influencer talent ("Influencer Content") shall be limited as follows: Client shall receive global rights to use all Influencer Content on any digital or social platform, paid or unpaid,for a term of five(5)years beginning at first Campaign content publication ("Usage Term").After the Usage Term, Client will retain the right to display the Influencer Content on any and all Client controlled and operated websites and social media accounts where it was originally published during the Usage Term, but shall have no rights to publish or repost the Influencer Content after the Usage Term, nor the rights after the Usage Term to create derivatives, license, monetize, or utilize paid media promotion for the Influencer Content. Client agrees to tag influencer talent using the tag(s) provided by Matador when publishing Influencer Content on Client's social channels. Services&Revisions:Only those Services specifically enumerated on Exhibit A shall be included in this 10(for clarification, no video cut-downs, b-roll, images and/or photographs used within written content,or any other Services will be provided by Matador unless specified herein). Client will receive two rounds of revisions for written content and two rounds of revisions for video content prior to the production of the final version. Fees& Payment Terms: Client will pay Matador a fee of$ 990,000 for the Services described on Exhibit A("Fee"). All payments shall be received by Matador 30 days after Client's receipt of invoice. Client will pay Matador and/or Matador will invoice Client per the following Invoicing& Payment Schedule: • The Production portion of the Fee ($196,800) shall be billed in full upon delivery of V1 edits of the three (3) Long- Form Series Episodes (tentatively scheduled for June 29, 2026). • The Media portion of the Fee ($793,200) shall be billed at the beginning of each month based on actually impression delivery, as reported by Matador, during the previous month. Expenses: Matador shall pay for all Production and Travel expenses (i.e. transportation, lodging, and meals), except as noted in Exhibit A. Representations and Indemnity: The Parties represent and warrant that: (a) Each Party has all necessary rights to grant the rights set forth in this 10, including all necessary consents from any individuals appearing in or holding intellectual property rights in the licensed content, and (b)the content does not infringe or violate any third party's rights. Each Party shall indemnify and hold the other harmless from and against any and all claims, costs and expenses, including reasonable attorneys' fees, which either Party may incur as a result of claims made by third parties arising from a breach of this 10. The cumulative liability for either Party under this Section is limited to the Fee paid under this 10. MATADOR VENTURES, INC. CLIENT By: By: Ross Borden, CEO, Matador Ventures Printed Name: Ecn LL LL LL W V W i `� V 4A C 0 0 0 Q V (D o o 0 o W VS o 0 0 � N Il���il�l���I��� 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 0 LO LO a N 64 Ef} K? K? 69 ^ M r r LO r a) cz kll'IIIIIII' a O P. Lea U � � � N a m O i Z E O E D N -0 O cz U C N Q III (a LM inO U co a) O ^ O U U O a) EU � Q U Q) U co Lij aoi 0 «� caa CO Np ui O U L L M O N m � 1 D N a) 4) O U C� C/) (6 L a) > U L a� � � J o a) Li ^ E r C N � � LO S U > U a o a � U 0 c4 d a Q (a v U U N = O O O O �IIII 0. cz o o p cc a m U U CO CO ri N M 1A tD Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after""County') and Matador Ventures, Inc. (herein after"Contractor") agree as set forth below. The County and Contractor hereby enter into this addendum to modify any Agreement, Proposal/Quote or Estimate offered by CONTRACTOR for the good or services to be provided(herein after referred to as"Agreement ") and agrees to the following: This Agreement includes and incorporates the Contractor's Agreement, Proposal/Quote, Terms and Conditions as applicable 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 terms and conditions as set forth below are imposed in accordance with Florida Law and Monroe County Code. Payment: Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Contractor shall submit to the County invoices with Supporting documentation that are acceptable to the 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. If the Agreement is a multi-year agreement,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 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. Termination: The County may terminate this Agreement for cause should Contractor fail to perform. Prior to termination for cause,the County shall provide Contractor with seven(7)calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this Agreement, County shall pay Contractor the sum due 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 County may terminate this Agreement for convenience, at any time, upon thirty (30) days' written notice to Contractor. If the County terminates this Agreement,County shall pay Contractor the sum due prior to termination, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. Maintenance of Records: Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. 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 determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, 1 running from the date the monies were paid to Contractor. 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 Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body the 16 th Judicial Circuit in and for 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 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-pre 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 handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527(42 USC ss.690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title 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 maybe amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,national origin,ancestry, sexual orientation,gender identity or expression, familial status or age; 11) 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: Contractor must comply with Florida public records laws,including but not limited to Chapter 119,Florida Statutes and Section 24 of article 1 of the Constitution of Florida.The County and Contractor shall allow and permit reasonable access to,and inspection of,all documents,records,papers,letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Contractor. Failure of Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party,be entitled to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall survive any termination or expiration of the contract. Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119,Florida Statutes. 2 Sovereign Immunity and Non-Waiver of Immunity: The County s indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and Contractor 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.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 Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms,or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities,have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Statutory Requirements and Notices relating to Unauthorized Employment and Subcontracts: E-Verify System: In accordance with F.S. 448.095,Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's F-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's F-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. Contractor shall comply with and be subject to the provisions of F.S. 448.095 Public Entity Crime: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract 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 in excess of the threshold amount provided in section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. Scrutinized Companies: Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel. Pursuant to section 287.135,F.S.,the Department may immediately terminate this Agreement at its sole option if the Contractor is found to have submitted a false certification; or if the Contractor is placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement. If this Agreement is for more than one million dollars, the Contractor certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in section 287.135, F.S. Pursuant to section 287.135,F.S., the Department may immediately terminate this Agreement at its sole option 3 if the Contractor is found to have submitted a false certification;or if the Contractor is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. As provided in subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative. Disclosure of Gifts from Foreign Sources: If this Agreement is $100,000 or more, Contractor shall disclose to County any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern,as defined in section 286.101,F.S.,if such interest,contract,or grant or gift has a value of$50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years. Such disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable,the date of termination of the contract or interest,the date of receipt of the grant or gift,and the name of the agent or controlled entity that is the source or interest holder. If the disclosure requirement is applicable as described above, then within 1 year before applying for any grant, Contractor must also provide a copy of such disclosure to the State of Florida Department of Financial Services. Suspended Person/Business Entity Sec. 2-347(1), Monroe County Code: In accordance with Monroe County Code Sec. 2-347(1), the Contractor hereby swears and affirms that it is not a. suspended person or business entity. The employment of a suspended person/business entity is a material breach of the county/contractor contract and entitles the County, in its discretion, to terminate the contract with no further liability to the Contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination. Indemnification &Hold Harmless: 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. This section will survive the expiration of the terin of this Agreement or any earlier termination of this Agreement. Insurance: At all tunes during the term of this Agreement (including any extensions thereof), Contractor shall maintain the insurance as specified in this section. In the event Contractor fails to maintain all insurance required by this section, County reserves the right to immediately terminate this Agreement or suspend all work until the required insurance has been reinstated. Delays in completion of the work resulting from Contractor's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and Contractor agrees to indemnify and hold harmless the County for any and all increases in cost resulting from such delay. Contractor shall maintain the following coverage: • Commercial General Liability: Contractor's insurance policy shall cover, at a minimum,premises operations,personal injury(including death),property damage,products&completed operations, and blanket contractual liability. If coverage is provided on a Claims Made basis, Contractor's policy must provide for claims filed during the term of this Agreement, and for twelve(12)months after its termination or expiration. Contractor's policy shall be endorsed to name Monroe County Board of County 4 Commissioners as Additional Insured. The minimum limits acceptable are: $1,000,000 Combined Single Limit(CSL) • Worker's Compensation: Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440,Florida Statutes. • Auto Liability:$500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or $1,000,000 Combined Single Limit • Employers' Liability: $1,000,000/$1,000,000/$1,000,000 • Errors and Omissions: $1,000,000 per Occurrence/$2,000,000 Agg. Prior to commencement of work under this Agreement, Contractor shall provide to the County Risk Manager satisfactory evidence of the required insurance,which may be a Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of the Contractor's insurance policy.Any deviation from the insurance requirements specified herein must be approved by the County's Risk Manager on an approved Insurance Waiver Form. Insurance Waivers may be requested from the Risk Management Department: Tel: (305) 292-3470; Email: risk mana eg mentnmonroecountyflgov. The County should be additional insured on the general and auto liability policies. Monroe County BOCC should be the certificate holder. COUNTY FORMS: By signing this Agreement, Contractor has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics 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: Contractor certifies and agrees that Contractor nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, 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 replys on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, Contractor 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 of the Florida Statutes,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Contractor further represents that there has been no determination,based on an audit, 5 that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes,as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime"regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. Contractor will promptly notify the County if it or any subcontractor is formally charged with an act defined as a "public entity crime" or hits been placed on the convicted vendor list. ETHICS CLAUSE: By signing this Agreement, Contractor 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. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach or violation of this provision 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. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS: Contractor agrees and certifies compliance with the following: Section 287.135,Florida Statutes prohibits a Contractor 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 Contractor 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 Contractor from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, if the Contractor/company 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 s. 215.473,Florida Statutes, or is engaged in business operations in Cuba or Syria and is not on the State Board of Administration's"Scrutinized List of Prohibited Companies" available under the quarterly reports section at https://www.sbafla.com/reporting_/. As the person authorized to sign on behalf of Contractor,I hereby certify that the Contractor 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 or on the Scrutinized List of Prohibited Companies. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject Contractor 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 Contractor 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 or on the Scrutinized List of Prohibited Companies. Note: The List are available at the following Department of Management Services Site: http://www.dms.myflorida.com/business_operations/state purchasing/vendor infonnation/convicte d pus ended discriminatory complaints vendor lists NON-COLLUSION AFFIDAVIT: Contractor 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 Contractor, 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 6 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: CONTRACTOR is required to provide an affidavit under penalty of perjury attesting that CONTRACTOR does not use coercion for labor or services in accordance with Section 787.06,Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt,the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing,removing, confiscating,withholding, or possessing any actual or purported passport,visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of CONTRACTOR, I certify under penalties of perjury that CONTRACTOR does not use coercion for labor or services in accordance with Section 787.06. Additionally, CONTRACTOR has reviewed Section 787.06,Florida Statutes, and agrees to abide by same. Contractor Signature Founder&CEO Title April 27,2027 Date 7 75/4/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY 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). PRODUCER CONTACT NAME: Callle Marx Heffernan Barbary Insurance Services LLC PHONE FAX 436 14th St., Ste. 1511 (A/C. A/C No Ext:415-788-4700 A/C No):415-788-4701 Oakland CA 94612 ADDRESS: callie@barbaryinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6010360 INSURERA: Great Divide Insurance Company 25224 INSURED MATAVEN-01 INSURER B:Tri State Insurance Company Of Minnesota 31003 Matador Ventures, Inc. Matador Network INSURERC:Allianz Global Risks Us Insurance Company 35300 P.O. Box 7775#40021 INSURER D:Atlantic Specialty Insurance Company 27154 San Francisco CA 94120 INSURER E:ACE American Insurance Company 22667 INSURER F: COVERAGES CERTIFICATE NUMBER:1469066339 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR I POLICY NUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY Y CNA751059216 7/18/2025 7/18/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 X JECT OTHER:El $ A AUTOMOBILE LIABILITY Y CNA751059216 7/18/2025 7/18/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR Y CUA751078916 7/18/2025 7/18/2026 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y WCA751059316 7/18/2025 7/18/2026 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (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 C Drone Liability UAV0008472025 7/18/2025 7/18/2026 Limit 1,000,000 D Professional Liability MMLHSPL000002201 7/18/2025 7/18/2026 Limit 1,000,000 E Foreign Liability PHFD95026503003 7/18/2025 7/18/2026 Per Occurrence/Agg $1 M/$2M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commissioners("BOCC")and Monroe County are listed as additional insured. PS A 5.6. WC T .. DA"r�. __....6...__._-.._._.Y.e.. WAMP NIA,) --. 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("BOCC") 1100 Simonton St AUTfHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. 07/18/2021 WCA 7510593 12 Insured Premium Matador Ventures Inc Insurance Company: Countersigned by Tri State Insurance Company of Minnesota WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG E25 AS 08 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE - NON-CONTRIBUTORY This endorsement modifies insurance provided Linder the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Section IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other In- surance, Subparagraph a., Primary Insurance is amended as follows: a. Primary Insurance This insurance is primary except when b, below applies. If this insurance is primary, our obligations are riot affected Unless any of the other insurance is also primary. Then we will share with all that other insurance by the method described in c. below. If the Named Insured has entered into an "insured contract" requiring that this insur- ance be primary and non-contributory,we will abide by that contract requirement. CG E25 AS 08 04 Includes copyrighted material of ISO Properties, Inc., Page I of 1 0 with its permission. QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or art of an payment, 9 p Yp Y defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) Bodily injury , property damage or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphsd or f or provides coverage for "bodily injury" or ( ) ( )' "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05