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Home My WebLink AboutItem S02 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District 2 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: S2 26-l 9020 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: n/a STAFF CONTACT: Lindsey Ballard- 305292-4442 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: 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 Matcb: Insurance Required: \IO\ROE C0IL'\1-1 COMMISSIONERS 111- RCHASI\G POLICY \I.A\LAL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:All About Doors & WindovwContract# Estimate 13468 Effective Date: ,Upon Execution Expiration Date: .............. ...._..........._..w__._............_... ...._.... Contract Purpose/Description: Install 3 Unit Size:74"x 50 114"ECO Aluminum Impact Single Hung Window 100 L..M,I 7/16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame Install 2 additional Windows Unit Size:37"x 50 1/4"EGO Aluminum Impact Single Hung Window 100 L M.I W16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame ._....�.........w._w...... ._w.wv....Aluminum ......................._.__._am White the MCSO Ma a onµSubstati n 3103 O/S H y Marathon ..... and 3 1 x 3 x 51"Aluml um Mullion Be o `^/Y _............_M r FL. 33050 _._-................-_�.�.�.��__�._..._.............._.�_....�w......... _.............M...,,.w_.—www.�....................w_mm_w......�...w....._..�.�.th_.�.�w._._. ......_mw.. ....,.._.................. ...,..�...� " Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Derek Nappi 3997 nappi-derek@monroecounty-Fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ _9203 00 _. Current Year Portion: $ ...... ......�_..w. .... . (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the total ctxtllulszive amount:is$100,00 00 or less) Budgeted?Yes ✓❑No❑ Grant: $...... . ...,.. .. _ County Match $ w �� .... _..,... 101-20505-00062 Fund/Cost Center/Spend Category:.. .. . _ ..... .. _w. ADDITIONAL COSTS Estimated Ongoing Costs: $ / r For: Not included in dollar value above y— (e. maintenance, ( w). g e,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis Assistant Director X. --- Joseph Digitally by Joseph X.DiNovo pX. DiNovo County Attorney Signature: Mq�W m Mta Date:202fi.03191237:24-04'OOX, Digitally signed by Jaclyn Flatl Risk Management Signature: Flatt 3 11:48:59-04'00' Jaclyn......_mm.w._................._...w.�.�.�.�.�.�......_Data:2026oa,_...-.._.........-_ _.-........... Digitally signed by Lis breu Purchasing Signature: Date:2026.042012:5220-04'00' Lisa Abreu_.w......_...._mw- ww........_--w_w.� ........._......_...w.............. ((De ilBcontracts(r monroecounty-fl.gov) Signature: Angelica Malcosky DBe l202 Q)420 rix 415c04 Osky (email OMB Pmonroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 0 Rey iscri I I/12/203$ 911 P a,e ... uum��Epo��ui�i�u�mmmmmi�unll� �� 'OLLOMOUT DOORS & W10DOWS 4590 NW 72 Avenue,Miami,FI 33166 2797 Overseas Hwy,Marathon,FI 33050 Estimate allaboutdoorsmiami@gmail.com Estimate No: 13468 allaboutdoorsmiami.com Date: 03/04/2026 305-225-8010 #SCC131153824#2513000138 REP: MCSO Marathon Substation johnson-travis@monroecounty-fl.gov 3103 Overseas Hwy Marathon,FL,33050-2346 (786)933-1424 Description Quantity Rate Amount Unit Size:74"x 50 1/4" 3 $1,425.00 $4,275.00 ECO Aluminum Impact Single Hung Window 100 L.M.I 7/16 Heat Strength Impact Glass Clearw/Double Grey Tint Sweep Latch Lock Screen Included White Frame 2-37"x 50 1/4"Single Hung Unit Size:37"x 50 1/4" 2 $711.00 $1,422.00 ECO Aluminum Impact Single Hung Window 100 L.M.I 7/16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame 1 x 3 x 51"Aluminum Mullion Beam(White) 3 $102.00 $306.00 1/3 -Estimate 13468-03/04/2026 Description Quantity Rate Amount INSTALLATION 1 $3,200.00 $3,200.00* -Removal -Disposal -Screws -Sealants -Pressure treated wood(If necessary) Permits not included! We are Replacing The Windows Of The Front Of The Building With New Impact Windows 1 $0.00 $0.00* *Indicates non-taxable item Subtotal $9,203.00 Standard 0% $0.00 Total $9,203.00 Total $9,203.00 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.(collectivelythe "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 major job 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 2/3 -Estimate13468 02VO4/2026 permitted by Florida law.PROGRESS PAYMENT(Materials and 50%of the labor)MUST BE PAID IN ORDER FOR INSTALLATION TO BEGIN. s.Cancel ation:|n the event that Customer cancels this Contract,Customer must provide written notice to Seller by telegram,facsimile,or by certified mai I,return receipt requested.The notice must indicate that Customer does not want the products 2nd/orservices and must be delivered and/or postmarked^o|ater than midnight orthe 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 ona 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,drywali,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.Sellerwill 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. 1o.Recessed Lips at Door Locations:When new doors(patin^French,swing,main)are installed the doorway may have a''|ip'(th,csho|d)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 u`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,sxut-dmwns.inclement weather,Customer delays,and all situations as outlined in the Force Majeure paragraph below do not count towards the lead-time. 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,sashcs`etc.anvtouch-upmm'k.]obsitedcan'upinstaUauunnrmanu,acturinoquo|itvissue.orcav|mne|,the]obissubstanuaUvcomp|cte.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 iscomplete. 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 tn payment of all costs associa,edwiths"chde|axinefficiencxand/orintcrrupbon.indudins.butnot|imitrdto.,e-inspectionfccs. 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 bv civil nr military authorities,or acts c*God. All About Doors aWindows Customer's signature 3/3 Addendum (All About Doors & Floors, Incorporated) Monroe County Contract Supplemental Terms and Conditions The Monroe County Board of County Commissioners(herein after"County')and All About Doors & Floors, Incorporated, dba All About Doors & Windows (hereinafter "Company') agree as set forth below. The County and Company hereby enter into this Addendum to modify any Agreement, Proposal/Quote or Estimate offered by the Company for the goods or services to be provided (hereinafter referred to as "Agreement's and agrees to the following: Estimate #13468 in the amount of$9,203.00 to provide materials and labor to install one ECO Aluminum Impact Single Hung Window(74"x 50'/4") and one ECO Aluminum Impact Single Hung Window(34"x 50'/4") Window at the Monroe County Sheriff Office Substation-Front (Marathon, Florida). This Agreement includes and incorporates the Company'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 (Section 218.70, Florida Statutes). Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. The Company shall submit to the County invoices with Supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(County Clerk). Acceptability to the County Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to a not-to-exceed amount of $100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Section 2-58,Monroe County Code,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed $100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 1 Termination: The County may terminate this Agreement for cause should the Company fail to perform. Prior to termination for cause, the County shall provide the Company with seven (7) calendar days'written notice and provide the Company 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, the County shall pay the Company the sum due for work performed 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 the Company. If the County terminates this Agreement, the County shall pay the Company the sum due for work performed 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: 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 its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the County or the County 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 the 16th 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-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 the usual and customary procedures required by the Circuit Court of Monroe County. 2 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; 1 1) 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: The 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 the Company. Failure of the 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 prevailing party, be entitled to reimbursement of all attorney fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Company 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. 3 Sovereign Immunity and Non-Waiver of Immunity: The County's indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes. 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. Nothing contained herein is intended, nor may it be construed,to waive the 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 benefit from 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 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 and E-Verify System: In accordance with Section 448.095, Florida Statutes, any Company 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. The Company shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. 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, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 4 Scrutinized Companies: The Company 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,Florida Statutes, the State of Florida Department of Management Services (Department) may immediately terminate this Agreement at its sole option if the Company is found to have submitted a false certification; or if the Company 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 Company certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Terrorism Sector List or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135, Florida Statutes, the Department may immediately terminate this Agreement at its sole option if the Company is found to have submitted a false certification; or if the Company is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Terrorism Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. As provided in Subsection 287.135(8), Florida Statutes, 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,the Company shall disclose to the 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, Florida Statutes, 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, the Company must also provide a copy of such disclosure to the State of Florida Department of Financial Services. Suspended PersonBusiness Entity,Subsection 2-347(1),Monroe County Code: In accordance with Monroe County Code Subsection 2-347(1), the Company 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/Company contract and entitles the County, in its discretion, to terminate the contract with no further liability to the Company 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 Company 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, 5 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 Company 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 Company or any of its employees, agents, sub-contractors or other invitees; or (C) the Company'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 term of this Agreement or any earlier termination of this Agreement. Insurance: At all times during the term of this Agreement(including any extensions thereof), the Company shall maintain the insurance as specified in this section. In the event the Company fails to maintain all insurance required by this section, the 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 the Company's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and the Company agrees to indemnify and hold harmless the County for any and all increases in cost resulting from such delay. The Company shall maintain the following coverage: • Commercial General Liability: Company'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, the Company's policy must provide for claims filed during the term of this Agreement, and for twelve(12) months after its termination or expiration. The Company's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit (CSL) • Worker's Compensation: The Company's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. • Employer's Liability: In addition to any Worker's Compensation insurance required by this Agreement, the Company shall maintain Employer Liability insurance. The minimum acceptable limits of liability are $100,000 bodily injury by Accident; $100,000 bodily injury by disease per Employee; $100,000 bodily injury by disease Aggregate. • Business Auto Liability: The Company's insurance policy shall provide coverage for all owned, non-owned, and hired vehicles used in the performance of work under this Agreement. The Company's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum acceptable limit is: $300,000 Combined Single Limit(CSL). If Split Limits are provided,the minimum acceptable limits are: $200,000 per person; $300,000 per Occurrence; $100,000 Property Damage. Prior to commencement of work under this Agreement, the Company 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 Company'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. Telephone: (305) 292-3470; Email: risk mana etc),monro cou t� v- 6 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, 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 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, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the State of 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 a 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 hereto 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. Employment or Retention of Former County Officers or Employees: The Company warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion,terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 7 Vendor Certification Regarding Scrutinized Companies Lists: The 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 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 Company/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 Section 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria and is on the State Board of Administration's "Scrutinized List of Prohibited Companies" available under the quarterly reports section at htt s://www. liafla.c:orralr�iliti l w. As the person authorized to sign on behalf of the 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 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 the 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 or on the Scrutinized List of Prohibited Companies. Note: The List is available at the following Department of Management Services Site: Discriminau,) Vendor List / Vendor Registration and Vendor Lists /_State 1 esources / State Ptrrch:a.sing f 1 crsrracss ��rat��c�s-..1 lorid�t J)ep irtnielit ca1 I�larnagern�\ices Non-Collusion Affidavit:The Company,by signing this Agreement, according to law on my oath, and under penalty of perjury, deposes and says that the person signing on behalf of the firm of the Company or the bidder making the Proposal for the project described in the Scope of Work has executed the said proposal with full authority to do so and 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. 8 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. Affidavit Attesting to Noncoercive Conduct for Labor or Services: The Company is required to provide an affidavit under penalty of perjury attesting that the Company 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 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 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. Christine Digitally signed by Company: Christine Hurley Hurley Date:2026.04.20 All About Doors&Floors DBA/All About Doors&Windows 13:49:58-04'00' MONROE COUNTY ATTORNEYS OFFICE gna C APPROVED AS TO FORM .. a �SWTAT&MY A'TTORNC Title: -DATE: 3-12.-2026 President Date: 3-12-26 9 1 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE F01/26/2026 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 rN hts to the certificate holder in lieu of such endorsements). o NTA T PRODUCER Lucia Estrella N,,.. �, ,,,,,,,, 786-947-0488 0A�f PHtPHONE. 305)226 8727 ACCURATE GROUP tdIC�I+IIaMCXt). ( .. EMAIL " . ., ., -. 8300 West Flagler,Suite 114 4 ?I4ESss accurale rtg @ _ Dales mal.com _ INSU,Rf)P t56" f ittalNt COVERAGE_ .._ _.. NlMIC Miami FL 33144 INSURERA. Burlington Insurance Company 23620 _..., INSURED INSURERB: ,.,., ..... _. ... ...... ......... .. .... „�„ ......... ,,,,, All About Doors&Floors Inc dba All About Doors&Windows INSURER c NorGauard Insurance Company 31470 4590 NW 72 Ave Miami FL 33166 "WSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT„ TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS _ ..._ ..a.., ,,,,,_ wE`FF POLkCY EXP LIMITS TYPE OF INSURANCE POLICY NU BER !'D I M446dD Y � X! COMMERCIAL GENERAL LIABILITY ! EACH OCCURRENCE S 1,000,000 a CLAIMS-MADE X'.00CUR �ITIiIrLSCfktTT ) 100'01101011111 MED EXP,�Aau)r one Irem�p I$„5,000 ., ......._. .. A X X 535B545201 07/24/2025 07/24/2026 PERSONAL a ADV IN PL/RV s 1,000 000 _ . GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL A(X�^ REGATE 5 2 000 OOO = POLICY X PE i,PRODUCTS CC"JENPdEV6 AGG 2,000,000 LOC 1 e.�— S f OTHER t N&C`�fNGLE 8Ipb1I& S � MBtl AUTOMOBILE LIABILITY ? FRM aCa,r4gP'b),�., e. tlYm., t5 accident) ' S AO WNED OS ONLY AUTOS SK BODILY INJURY(Per person) HIRED NON-OWNED a" BODILY INJNJU Y((Per cadent) 5 ANY AUTO I„ 2 WAWiR NM Yam AUTOS ONLY „AUTOS ONLY 1r I.{T"tC?'d;C.'uNSm(C)01 ,,... , ,,,,,,,,,,,,,... .,,, �i UMBRELLA LIAB F OCCUR j �. 1 EAObt OCCURRENCE ,,,,, EXCESS LIAB OLA,gM MAITF I AGGREGATE 5,... RETLNONS ATIO wOFtKERSCOMPENS ION I AND EMPLOYERS'LIABILITYITIf¢ ;ANYPROPRNEt"+OWPARTNEIVE''XFCUIWE `&'ItJ EL EACH,ACCIDENT t5 1000,000 C a FRCEAmr B R E�CL�:DED1 Ip Y NIAJ ALWC693488 07/27/2025:07/27/2026 (Mandatory lolNH) """'"... EL DISEASE-EAFMrfPLOYEP S 1,000,000 pRy�es d Ud, trt'd'0e aurreaAal�A' EL DISEASE RCILIC.I"�LIMIT r S 1,000,000 SC,RIPTT4„)N Of'OPER'ATiONS Wow I I 9 1 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 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 BOCC 1100 Simonton St Key West,FI 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DAoa113r2026' 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 ri hts to the certificate holder in lieu of such endon3eme s). PRODUCER , ........78 5-4110 13155 SW 42 St Ste 110 ESL ._.__....,,,,,,__...,.,., Miami,FL 33175 IN3URFAXS AFFORDING COVERAGE NAIc A _w.._...._ w .w.................m...........m.. ...._.m._w .. ........ _. ,... _ INSURER A: Slate Farm Mutual Automtile InsaaraclC Corn ... _ _ 25178„u INSURED INSURER 8: All About Doors&Windows LLC INSURERC: _. _ ... .,,,,_,_ _nn ............. 4590 NW 72ND AVE MIAMI,FL33166 INSIIRERE: .........._._�_......,,,,,, INSURER F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING 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. _.m_._............ �.........�., .._.....www� TYPE OF INSURANCE *wVp POLICY NUMBER...................m.,p,..... ..w N. ............... ...............�_.�...._.ww....�..............-�..__w_... ......,_...w�._._,.a..��,..w,W..NUMBER M LllrrT3 LTR ' COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE .,,,. $...,�,., .. _.....w .. CLAIMS-MADE OCCUR P. ...... MED EXP(Any ale parson) I E „__. ..,...,....�.. PERSONAL&ADVINJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE „ $ µ POLICY J CT LOC PRODUCTS COMP/OP AGG $ m OTHER, $ AUTOMOBILE LIABILITY 02110f2026 08/10/2026 ANYAUTO BpDILYINJ se URY1Perpern) S 250,OW OWNED SCHEDULED 0009217�FX-59 --- --�°° AUTOS ONLY AUTOS BODILY INJURY(Per ac�dertl $ 500,000 HIRED ' NON-OWNED PROPERTY WGAtAut $ 50.000 AUTOS ONLY AUTOS ONLY "' - ....... ^•-^ 2015 Isuzu $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $,.. .. EXCESS LIAR ......'...CLAIMS-MADE AGGREGATE $ _ DED RETENTION $ *K;FrT ............ OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILTY DAi - ......,..�...... ... •�^ "I""" Y/N ANY PROPRIETORIPARTNER/EXECUTIVE WAIF u#y� EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 1 _....... amWAryl In NH) EL DISEASE-EA EMPLOYEE S dosodbe..under EL DISEASE-POLICY LIMIT X F 0 PERATIONS bek7N DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Add Mnal Remarks Schedule,may be suached K ma,:space Is Pe Wred) 2015 Isuzu NPR vin JALC4W169177003601 add'I Insured Monroe County BOCC CERTIFICATE HOLDER CANCELLATION 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 AUTNOREZED RIEPRESENTATME Key West,FL 33040 '? ck -tom _ 1988-201S ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 1001456 132849.14 04-132022 1.0 I 1 I.'I,it I II�,\ k.i. Ili V 111, 1 II l d A\,11 M III 11""7i l.i ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Canon Financial Services, Contract# Effective Date. 11-15-2025 Expiration Date: 11-14-3030 Contract Purpose/Description: PW Marathon contract 9 4410000-24-NASPO-ACS FL 187646 For Canon Financial Services 60-101th contract for(1)Canon I DV DX C3935i Inner Two Way Tray and Cassette Feeding Unit for 60 months at$189.06 per month-PO for FV26 12/01/2025-09/30/2026 &Estimated Reader Meter Usage-for internal billing only Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John T. Null 8036 null-john@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 11343.60 Current Year Portion: $ 1680.72 (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: $ County Match: $ Fund/Cost Center/Spend Category: CC 20501-SC 00050 ($1323.42)&00147 ($357.30) ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑ NO 0 CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis _m�a Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNow ose County Attorney Signature: P Date:2026.04.01 10:26:21-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: y Date:2026.04.0112:43:18-04'00' Julie E. Cuneo Digitally signed by Julie E.Cuneo Purchasing Signature: Date:2026.04.01 14:49 53-04'00' (email Contracts Cl�monroecounty-fl.gov) Digitally signed by Angelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.0208:03:48-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 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 isgbidad min a-cusa.canon.com. 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") Dealer Name: Sands of the Keys One Canon Park Dealer Principal: George H. Sands Melville, NY 11747 Address: 86490 Overseas Hwy City, State, Zip Code: Islamorada, FL 33036 Dealer Code: S227 State: Florida 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. 1. 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. 1 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 2 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. 3. 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 3 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. 7. 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. 8. 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. 4 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 5 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. Assignment and Subcontracting; Entire Agreement; 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. Joseph X. Digitally signed by Joseph Dealer: Sands of the Keys, Inc. p X.DiNovo Date:206.04 DiNovo 110:492 0 0 6-04 '1 , ,,,,X ,,,,,,�e0 „ eorge (Jan 2.,2025. 15A8 E;S"II") 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' Florida Final Audit Report 2025-01-02 Created: 2025-01-02 By: John Ribble Qohn.ribble@gmail.com) Status: Signed Transaction ID: CBJCHBCAABAAEOb2SW-1BINfFkCM1PUIQTZONOPOOGHf "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 .''.a 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 Agreement completed. 2025-01-02-8:48:13 PM GMT Adobe Acrobat Sign ca-HO-H IN Contract Profile Florida - NASPO ValuePoint #187646 State Contract #44100000-24-NASPO-ACS Hybrid 2.0 Contract Model Purchase through CUSA Leasing through CFS (invoice as CUSA-"blind billing") Contract Title NASPO ValuePoint-Multi-Function Devices And Related Software, Services,And Cloud Solutions Effective Period December 15, 2024-July 31, 2026 Number of Renewal Options Three(3) - One(1)Year Renewals -Florida State agencies -State universities&colleges,their boards of trustees, and board of governors Eligible Users -Political subdivisions including counties, cities,towns, villages and districts -School districts -Independent non-profit colleges/universities in FL accredited by the Southern Association of Colleges and Schools Agreement Type Multiple award i.e. Single Source/Multiple Award Other Contract Holders Please refer to NASPO contract website for updated contract holders for the State of Florida httr)s://nasr)oval uer)oint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/ Group A—MFD,A3 Group B—MFD,A4 Group C—Production Equipment Group D—Single-function Printers Group E—Large/Wide Format Equipment Group F—Scanners Group G—Software Products Group H—Consumable Supplies Group I-Managed Print Services(MPS) Sub-Group G1 —Software Related Services Sub-Group C1 —Standalone Production Devices Sub-Group C2—Industrial Print Equipment Sub-Group D1 —Specialty Printers Accessories for Discontinued Base Units Maintenance Services for new, remanufactured, refurbished, and legacy devices Software/Third Party Solutions eCopy/uniFLOW/PRISMA/Netaphor/Therefore/IRIS and all associated software that goes with the product listed above. See Price Sheet. Open market items,or"Not Specifically Priced"(NSP)items can be sold to compliment or enhance the products/services being sold under the contract. NSP items may be offered to a Purchasing Entity as a stand-alone option. NSP items cannot include: i)Interactive White boards; ii)Computers, monitors, or other related items; Not Specifically Priced(NSP)Open iii) Fax machines; Market Items iv)Overhead Projectors;and v)Cameras. -15%off MSRP discount minimum -The maximum allowable amount of all NSP items in a single Order shall be determined by the Purchasing Entity. Customers may purchase remanufactured equipment but it must be priced according to the minimum discount offered Remanufactured Equipment for similar equipment in the applicable group. Quote to customer must specify that the equipment offered is remanufactured, and equipment must be labeled as such. No trial/demo shall exceed thirty(30)calendar days Trials/Demo equipment Trial/demo equipment may be new or used, however NO used, remanufactured, or refurbished devices shall be converted to a purchase or lease. Customers may purchase/lease showroom equipment at their own discretion and based on the following conditions: Showroom equipment 1)Group A/B devices do not exceed 10,000 copies total 2)Group C devices do not exceed 50,000 copies total 3)Device must be discounted AT LEAST 5%off master agreement pricing 4) PO must indicate device is a showroom model Warranty Without a maintenance plan-Standard product warranty applies With a maintenance plan-Maintenance starts day 1 and runs parallel to warranty Products will be added/removed over the course of the contract with approval from the NASPO Lead State(CO). Product Should a device become discontinued or inventory depleted, etc. please reach out to your TSEs for assistance and/or Substitutions/Discontinuations status of product approval. No substitutions of non-contract items are allowed. Dealer must facilitate the electronic wiping of Customer hard drives at the end of term at no additional cost. Hard Drive Erase/Destruction Additional security options such as HDD Replacement service may be offered at a cost that does not exceed Canon's published contract price. Purchase Acquisition Plan(s)- Straight lease Purchase/Lease/Rental/CPC FMV lease $1 Buyout lease(Title to transfer to customer at the end of lease w/no additional charge) Pricing Model Not to Exceed Pricing No Maintenance Agreement shall be subject to automatic renewals. Zero base CPC WITH supplies Zero base CPC WITHOUT supplies Maintenance Plan(s) Base+overage CPC WITH supplies Flat Monthly plans WITHOUT supplies Blended rates are now available for Service/Supply costs over a large equipment fleet 11x17 impressions may now be counted as two(2)clicks Legacy maintenance can now be offered on equipment that is owned/leased/rented through the previous#140595 contract or via any other means Legacy Maintenance Dealers may inspect equipment that did not have a maintenance plan or was previously serviced by another dealer and charge for parts and/or labor to bring the device up to acceptable maintenance levels. Devices at customer location<5 years-Pricing is determined by the applicable Group/Segment Devices at customer location>5 years-Pricing shall not exceed 120%of the applicable Group/Segment pricing Plans are available with-or-without supplies. Supplies-Toner/Staples/Paper Supply inclusive plans include OEM toner. Staples may be added for an additional uplift or purchased separately as needed. Paper must be purchased separately. Canon pays a 1.25%admin fee on all contract sales each quarter(.25% NASPO fee+ 1.0% Florida fee). Canon reserves the right to charge back dealers based on their sales&service under the contract. 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. Canon intends to report a large majority of service as"Life Cycle Service and Supplies"spend. Rather than requiring Contract Fee/Frequency dealers to report individual devices' meter reads, instead the service will be estimated as a 1:1 ratio with the equipment price. Ex. a$5,000 MFP will be reported as a contract sale with$5,000 in service reported one time upfront. Canon will also report select products/services as"Usage Based Service and Supplies"spend.This will apply to certain items where clicks are required for reporting, or items with fixed service pricing. Some examples include: -All inclusive CPC programs -MPS programs& Professional services -Products where service is through eCarePAK rather than click charges(Printers/Scanners/LFP) All purchase orders shall include: 1) Florida Statewide Contract Number: 44100000-24-NASPO-ACS 2) NASPO ValuePoint Contract Number: 187646 3)Customer contact&shipping info An itemized list of the equipment sold w/detailed configuration as well as equipment/maintenance pricing is necessary in order to verify contract compliance All Orders written out to: Canon U.S.A.,Inc. 4100 N. Fairfax Dr.Suite 200 Arlington VA,22203 Purchase Order Requirements Make sure the customer knows to include the Servicing Dealer's name on the PO Purchase Remit Canon U.S.A.,Inc. PO Box 841023 Dallas,TX 75284-1023 Lease Remit(POs for lease should include this info) Canon U.S.A.,Inc. 14904 Collections Center Dr. Chicago,IL 60693 Purchases sent to the gmd government ordersa-cusa.canon.com for processinq. All invoicing will be done either directly through CUSA or CFS (invoicing as CUSA) Remit Addresses will read as follows: Purchase w/Maintenance&Maintenance Only Canon U.S.A., Inc. PO Box 841023 Dallas,TX 75284 Lease w/Maintenance Invoicing/Billing Requirements Canon U.S.A., Inc. 14904 Collections Center Dr. Chicago, IL 60693 1)Contract Administrative Fees cannot be separate from Contract pricing on any Price List,quote, or order document. 2)Contract Adminstrative Fees cannot be a separate line item, or referenced in any way on customer invoices. 3)Customer Bill To Names must be the actual name provided in the customer Purchase Order instructions. Must be the name of the Purchasing Entity and not the name of the State Dealer may charge customers a re-stocking fee for any products that are not accepted. The amount of the fee shall be the lesser of 10%of the purchase price, or$200. Restocking Fee A restocking fee of 10 percent(10%)of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective Purchase Methods Accepted(PO, PO/P-card/etc. Credit Card Electronic Payment Term Net 30 Dealer must provide Canon with a report of sales and leasing under the NASPO ValuePoint State of Florida contract by the 5th 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 ValuePoint State of Florida under the Contract. Failure to comply may lead to chargebacks of credits that may have been provided under any available Canon programs for the NASPO ValuePoint State of Florida Contract, and/or reimbursement to Canon of any penalties charged to Canon and/or termination of this Agreement. Each of Canon and NASPO ValuePoint State of Florida shall have the right to Sales Reports audit Dealer's books and records to the same extent that NASPO ValuePoint State of Florida has the right under the Contract to audit Canon's books and records. Monthly reports must be sent directly to the Compliance team at BISG_DealerReport_Govt@cusa.canon.com. 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. Please note the Admin Fee section above. Due to the change in how admin fees work under the new NASPO Master Agreement, reporting requirements have changed. CUSA Authorized Leasing Partner Canon Financial Services ONLY(CFS to invoice in CUSA's name) Except in the case of Non-appropriation of funds, leases are subject to an early termination charge. Cancellation Terms/Penalties The termination charge to the customer shall not exceed the balance of remaining lease payments and with respect to service/maintenance obligations, may not exceed four(4)months of the service and supply base charge or 25%of the remaining maintenance agreement term,whichever is less. —THERE ARE NO AUTOMATIC RENEWALS ALLOWED UNDER NASPO#187646*— CFS/Dealer must notify the customer 60-90 days prior to the end of any initial lease term Straight Lease -Renew month to month OR 12-month basis -Return equipment End of Term Options FMV Lease -Purchase -Renew month to month OR 12-month basis -Return equipment $1 Buyout Lease -CFS to provide title to customer at the end of lease w/no additional charge Equipment Trade-In Dealers may negotiate existing equipment trade-in value with customers when placing a new purchase or lease order. Dealers may offer Customers the option to upgrade/downgrade equipment at any time throughout the term of a lease. Upgrade/Downgrade Terms Dealer and Customer to negotiate the price but at no time shall the cost of the upgrade/downgrade be less than the remaining stream of payments Straight Lease- No Customer Purchase within Term FMV Lease-Yes $1 Buyout Lease-Yes Customer Purchase at the end of Straight Lease- No Lease FMV Lease-Yes $1 Buyout Lease-N/A(Title to transfer to customer at the end of lease w/no additional charge) ***THERE ARE NO AUTOMATIC RENEWALS ALLOWED UNDER NASPO#187646*** CFS/Dealer must notify the customer 60-90 days prior to the end of any initial lease term Lease renewal after lease term Straight Lease-Month to month or 12-month basis-each renewal period shall not exceed 12 months FMV Lease-Month to month or 12-month basis-each renewal period shall not exceed 12 months $1 Buyout Lease-N/A(Title to transfer to customer at the end of lease w/no additional charge) 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- Equipment Return at EOL installation and shipping of such equipment to the location designated by CFS, including all associated costs. Dealer shall ensure that all hard drive data is cleansed and purged from the device prior to it leaving the customer's possession Risk of Loss ROL transfers from Contractor to the customer upon acceptance of equipment. Customers are expected to complete a Delivery&Acceptance form, however equipment is assumed to be accepted if not received within five(5)days. SERVICE PERFORMANCE REQUIREMENTS F.O.B. Destination Pricing includes shipping, delivery&installation Delivery&Install Excess installation requirements may be an additional charge. Charges must be quoted to the customer and based on actual expenditures. Examples include: -Rigging -Access alterations -Access to non-ground floors via stairs -Pricing includes On-site initial training (1-hour)for all non-desktop products Training -For drop-shipped/desktop products, training can be web-based -Additional/Advanced training may be an additional charge Dealer may provide an electronic method for providing periodic meter readings. They can also be submitted via online portal, email, fax, or through the device if available, and at the Purchasing Entity's request. Meter Collection Dealer may estimate meter reads if Purchasing Entity fails to submit the required info within the specified time frame. 11x17 impressions may now be counted as two(2)clicks Phone support Within two(2)hours of customer request Response Time On-site support Within 60 miles - 4-6 hours 60- 120 miles - 1-2 Business Days 120+miles (or only accessible by plane or boat) - 4-5 Business Days Service Performance Devices under 91ppm - 96%uptime (Uptime/Downtime) Devices over 91 ppm - 90%uptime All devices purchased or leased under this agreement that have maintained an uninterrupted maintenance agreement shall be subject to the'Lemon Clause'for 3 years from the date of acceptance. This clause shall be void if non-OEM supplies have been used without Canon authorization. Device Failure&Replacement Lemon Clause Any device that fails(except due to operator error)to function in accordance with the manufacturer's published performance specifications, four(4)times in any four(4)week period and/or is subject to recurring related problems, shall be replaced with a like-for-like(ie. similar usage, remaining useful life etc.)device that meets or exceeds the requirements of the original device, at no cost to the customer. With the exception of Group C, digital press production equipment and Group E, large format equipment, any device that's inoperable for two(2)business days due to equipment malfunction, as reasonably determined by the servicing Loaner Equipment dealer, is eligible for: 1)A dealer provided loaner device of similar speed and capabilities until the original device is repaired; or 2)Dealer provided off-site manned production, capable of accomplishing the work of the inoperable unit. Moves must be performed within 30 calendar days of the request Zone 1 (Within the same building)-No Charge allowed unless special rigging is required(special rigging price shall be agreed upon in writing by Dealer and Purchasing Entity prior to any Device relocation) Zone 2 (Up to 50 miles)- Flat Fee plus per mile or hourly fee Relocation of Equipment Zone 3(More than 50 miles)- Flat Fee plus per mile or hourly fee Additional relocation charges may be charged for Group C and Sub-Group C1 and C2 Devices.The price shall be agreed upon in writing by Dealer and Purchasing Entity prior to any Device relocation See price list for more details Dealers are to maintain a service log for each machine serviced describing maintenance and repair services provided. Service/Usage Reports A no-cost copy of service logs/reports must be provided to the Customer and/or the Contract Administrator within five 5 workin da s of request. CUSA Developed Website Canon U.S.A.: Florida Home Contract/Purchase Order Information Customer/Dealer and Contact Information Customer Legal Name:(Sell To) MONROE COUNTY PUBLIC WORKS Customer Contacttnformat pn Tonerinduded VES CUSA Contract Number 44100000-24-NASPO-ACS FL 1B7646 Customer POE: JESSICA MORRIS Phone: service Begin Date: 11nv25 Purchase Order Number Email Address: I5-e99ICa monroecount-fl 305-504-2341 T.r. 1 60 Lease Type: FMV Billing/Payment POC: SAME Phone: Customer Rate Factor: 0.02405 CUSA Rate Factpr: 0.02100 Email Addres Effective Date: 11/1W25 Total M-thly Payment $189.06 DealerC tact lnforma[pn Upgrade TO Keep Amount Rate V. 10600 AVIATION BLVD.I ST FLORR Dealer POC: John Ribble Phone: contact origi-ti.n.0cf.-n-'- MARATHON,FL 33050 Email Addres i ohnasandsofthekey.com 305-TBY6002 EQUIPMENT PRICE SERVICE PRICING AND COMPENSATION CFS FUNDING ended -comer Monthly Monthly Monthly 6&W Color Dealer Dealer [ended CFS Total Extended Total Co ra mct Purchase -I Contract Equipment Equipment Service ended Copiez rs rs & Bale anthly 0r Color CFS Funding undmg Shortage/ M-hly Monthly Dly Model D-ripti- Price Purchase Price Price Price CHIN Price 5-,i Price Incl. Rate Rate Comp. ss Rate IF-,,Pate Amount --t Overage Payment Payment mageRUNNER 1 ADVANCE DX C3935i $ 6,674.40 $ 6,674.40 $ 160.52 5 160.52 $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S 7,643.78 $ 7,643.78 $ (969.38) $ 160.52 5 160.52 1 Inner 2-way tray M1 $ 77.00 $ 77.00 $ 1.85 S 1.85 $ S 0 0.00000 0.00000$ 0.00000 0.00000 S 68.18 $ 88.18 $ (11.18) $ 1.85 S 0.07 Cassette Feeding Unil 1 AW1 $ 1,109.90 $ 1,109.90 $ 26.69 s 26.69 $ S 0 0.00000 0.00000$ 0.00000 0.00000 S 1,271.10 $ 1,271.10 $ (161.20) $ 26.69 S 26.69 $ $ $ s $ $ 0 0.00000 0.00000$ 0.00001 0.00000 s $ $ $ s $ $ $ S $ $ a 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ S $ $ a 0.00000 0.00000$ 0.00000 a.00000 S $ $ $ S $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ 5 $ $ a 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ S $ $ 0 0.000m 0.00000$ 0.00000 DD0000 S $ $ $ S $ $ $ 5 $ $ a 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ 5 $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ 5 $ $ a 0.00000 0.00000$ 0.00000 0.00000 5 $ $ $ 5 $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 S $ $ $ S $ $ $ S $ $ 0 0.00000 0.00000$ 0.00000 0.00000 5 $ $ $ S Sub Total $7,801.301 $7,861.301 $189.061 $189.061 1 $0.00 $%00 $0.00 $9,003.06 89,003.06 -$1,141.76 $109.061 $187.28 Total Financed: SPECIAL INSTRUCTIONS/COMMENTS MAINTENANCE CHARGES BILLED THRU CFS BASED ON ACTUAL COPIES MADE @$.0107 PER BLACK&WHITE COPY/PRINT.(a S0]32 PER COLOR COPY/PRINT. Submitted by: JOHN RIBBLE Santis Y k I .... II �iIIIIlIuuuV �N PROPOSAL FOR MONROE COUNTY PUBLIC WORKS ! � imageRUNNER ADVANCE DX C3935i �• �P pk The imageRUNNER ADVANCE DX C3900 Series is designed to enable enhanced office productivity and to deliver high-quality color output for demanding office environments. „q These intelligent systems provide an intuitive user experience and support Canon's range _..._.e. .m of holistic business solutions.The imageRUNNER ADVANCE DX C3935i model delivers speeds of up to 35 ppm for black-and-white and color(LTR)and scan speeds of up to 270 ppm for 2 sided scanning.The imageRUNNER ADVANCE DX C3900 Series is built on ,r the FIFTH Generation imageRUNNER ADVANCE platform and offers standard Universal r Login Manager(ULM), UFR II/PCL/PS Printing, HDD Encryption Kit,Wireless LAN and Remote Operators Software Kit, automatic firmware updates. WORKFLOW EFFICIENCY- Increase productivity and grow your business with efficient, streamlined workflows. *Ease of Use *Personalized Experience *Mobile Workflow Support *Built-in Intelligence *End to End Creativity. MANAGEMENT-4, COST Designed to deliver cost savings to help maximize return on investment. *Cost Saving Solutions for: 1). Information Technology 2). Output Management 3). IT and Infrastructure 4). Adin and Purchasing SECURITY- The imageRUNNER ADVANCE Platform offers a range of security capabilities to help facilitate the confidentiality, accessibility, and availability of your information. *Authentication *Document Security *Data & Network Security. MANAGEMENT-DEVICE AND FLEET Canon's advanced capabilities for device management can help ease IT burdens and maximize productivity. *Sands of the Keys Total Installation and Smart User Support*Advanced Administration and Management Tools*Efficient Monitoring and Diagnostics RELIABILITY-QUALITY AND The imageRUNNER ADVANCE platform has been designed with your business needs as the primary focus. *Outstanding Quality *Award-Winning Technology*Universal Design 4- I ILI -.... Less than one watt of power in sleep mode, new low- heat toner uses less fuser heat. *Energy Efficiency*Eco-Conscious Design *Energy Star Rated contractPRICING- 60 month FMV state r NASPO 44100000-24- ,NASPO-ACSr $189.06 per month for (1)- Canon imageRUNNER ADVANCE DX i Optionsi nit; 2 way tray. Zero base maintenance agreement at$0.0107 B&W page and $0.0732 color page to include all toner,consumales, parts and labor. Excludes paper and staples. questions,Any - John iExecutive COUNTY ADMINISTRATOI COUNTY ATTORNEY APP Christine Digitally signed by Joseph X. Digitally signed by Joseph Christine Hurley X.DiNovo Hurley Date:2026.04.08 D i N ovo Date:2026.04.07 10:57:59-04'00' 08:41:21-04'00' ADDENDUM (Federal Clauses Only) The fallowing 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. § 200,36, the following provisions from 2 C.F.R. part 200 including Appendix II to part 200 apply to this Agreement: ENTERPRIS SMALL ANDAND LABOR SORITY U PLUS AREA REA FIIRMSO h BUSINESS , Thee Co 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: Iilltt d o r Wrtw;,G�ytdraa„rc(t c faw,rw(urpa,er< ira(rinrw,rrF(w._iNrftpw,ff(fnf r of ;ui_tlrver�dy,a�sr a& 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 Si 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 from 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, DIEM, 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. I 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 following: Employment, upgrading, 1 demotion. or transfer, recruitment or recruitment advertisina; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in con%picuous, places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause, (2) The Contractor will, in all solicitations or advertisements for employees placed by or an behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race,color,religion,sex,sexual orientation, gender identity, or national origin, (3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential jab functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer,or is consistent with the Contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 11246 of September 24, '1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, '1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. (7) In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or,with any of such rules,regulations,or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Fxecutive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law (8) The Contractor will include the portion of the sentence in"Irnediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Ile Order 11246 of September 24, 1965, so that Such provisions will be binding upon each IstWwoPw" il0� oi- vendor. The coiitracjur will take such action with respect to any sUbconli act or'p,urcha'se order as the mhiwimstt,,�fl f direct as a means o enforcing such p, incdudJig sanctions lor noncomphance,provided, however that Or the event a contractor becolyies, Involved in, cii is threatened with, litigation with a subcorh actor or vendor as as resultof sixh dwedion by the adn-Onistenng agency the,contractor nir,iy request the,United States to enter into such Rgahan to panted the intemsts of thee United Stakes d) Contr actor agir ees to corn pQ with ordersorreol.,laijOilo msuec virsuant 9) the Chan AV Ad (42 J 10; 7401 7(371q) and khe Federal Water Polhihon Convol Act as amudmi (:t3 U S.0 1251-1307) and will reports violka(ions to FEMA and the Repont 00ce of Me EnvironnincintqJ Protection Agency(EPA) Ripliks W hamhoris Made Under a Contract or Agreernemit If the Federal award meets On d0blon of 'funding agnearnmW under 37 CIFR §=2 00 sand he, reupient or subreciplent wishes to enter into a contract with a siinaIl business firni or nonprafl organiabon regarding Me subsWinn W qu(Jes,asignment or wMannance of exyllmant0developmental, or researdh work umNr 5M "Wing agreerr,M Hire NOW or subincipeM must conrply with the of 37 (TR PaU 401, 'Rirjht,',, to hlw.mbowi V,-,rde by NonpiMit Organvabons and Will Business Fisaw, Under G)oveinrnent Chan!, Conlracls and CmipmMms AproxrmnK" and zany implunieriting regulabons asued by Us awarding agency 0 Chan Air Ad Y2 T&C 7g01 N71(j,) B)nd the Fed(:,qal Wairer PoWn Collul WA (33 I) S C 1251-138/), ,-ic arnendod Cr.wtiacl and subgrants of 'aillourit"," vi cycess of $150,000 nrum comoy%mM aH apo&We starBads, urdem or negulaticins, nowd pmsuwA 5 to ClWan Air Ad 02 L) S C 7401-7611M and Me Fedend WaWl, Pol&Win Cmul Act au Eynonded (33 Ij S G 126 1-138 1) khoWns must be repaqed k) Me Fecem aww?ng newy and Um Repwai DRice W he EnAmmedW Pintedinn Agency(EPA) M Debapnent and Suspension (Exemrlhve Orders 12019 and 1MBM -A coOnd awaM (we 2 GFR IN 220) must riot i uiaide to padres listed on the governmentwde evcKisioin in the SysWm for Award PN<anagernent(,SAIVI), vi accordance with uhw 0l`AB gU1dP-Il[m6 at 2 CFO 180 that implement Executive 0isens 12549(3 (J R pad 1986 Comp , p 189) W 1209 P CFR pad 1989 Cump p :MQ "Deloanuent and Sr,isIf,)ension ' SAM Exclusnins contAns the nrunes of paides debarriod, susponded, or (.Aherwis(-. excluded by all"ces, as well ,:.is i declared ineliplible under skiturmy or reguhhxy authority other than E xr r.,utivo OreNer 12,154f7 h) Opt Anki-Aling Amendment (31 LIETC 1352)—Conlactors Mat apply' or bd Wr, an awaid exceeding $NUNN "ni: Me am rNwi-ed ceriTcMan ExT bar u,edifies to th(,e her abOW,thA I Will not EMU hratta riot jaed Fcdeir,-tl appropriated firrids to pay aq parsmi or orgentahan for inkmKing or aRemptivy to ill-Itluencc) an offset or ernploye,n of ary agency as ni I conic c!ir or e1T1j.-)licYee of Congies".; or;ill employee of o "Knuber of (:;cnqmss in crinnechon YAW obtaining any I-eder=fl continch grunt or xq athw awwd covered by 31 U S G 1 3,b2, lzach tier must also disclose warty lokVirigw1h nonledwai Inds Mat in cc nine with obtaining any Federal -J\warcl such disclosures OW WaWd from bar to Her up to to non-%&W awad, of reccvolfao nuate,r'iaals -is tief forth Iri 2 CFR§200 X2 j) Arneikans with DisadRies Act W 1940 (A,DA) — the Conlrac.torwill comply with all bie requirements as iniposed by the ADA, the regulations of the Federal govemment owed thammcle, and he simurvince by the Contnactix pi-amont thereto 3 4 T'he contracts must also inClUde a provision for compliance with the Copeland Anti-Kickback"Act(I-L) Ll. G '3'&4'.5), as supplemented by Department of Labor regulations (2,1,,)tatl,,', PO 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 subreciprerit miust be prohibited f(Oln ir]CILA,Ing, by any rneans, any [,,.rersori enriployed In the construction' completion, or repair of public work, to give up any part of the cornperisation to which he or she is otherwise entitled, The non-Federal entity Must report all suspected or reported\lolatlons to the Federal awar(hrig agency. Contract Work Hours and Safety Standards Act(40 01',"'G 310�-3708) Where applicable, all contracts awarded by the non-Fadefal entity in uxc"- s of$100,000 that involve the eniploymerit of mechanics or laborers must include a provision for compliance with i"0-9(,,Est,�,M, and 3704, as supplemented by Dopartrincrit La bor abor regulations (�? Under 40 y. lrrt of the Act, each contractor most be rpqLiir('rJ 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 work week.The requirements of 11101 111 1111`t,(', :i-10�1 are applicable to construction work and provide that no laborer or mechanic must be required to work in surcoundings or under working conditions which are unsanitary, hazardous or dangerous. rhese requirements do not:apply to the purchases of supplies or materials or articles ordinarily available on the open rrvarket, or contracts for transportation or traiIin,of Intelligence ADDENDUM (State and Local Clauses Only) The following clauses are added into the attached Agreement as if fully set forth thereiw 1. Florida Public Records law(F.S. 119.0701). R X RIDS- ACCESS AND AUDITS- Pursuant to F.S. 119.0701. Contractor and its subcontractors shall comply with all public records |mVvs 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 n*ounds. provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a naaemmab|e time at a cost that does not exceed the :Ved provided in Florida St8tutes, Chapter 119 orgmotherwise 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 /mvv 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 contraot, tranufer, at no onat. 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 oonhacd, the contractor shall destroy any duplicate public records that are exempt V, confidential and exempt from public naomrdm disclosure requirements. If the contractor keeps and maintains public records upon completion of the contraot, the contractor shall meet all applicable requirements for retaining public records. All p000ndu stored electronically must be provided to Monroe Cnunty, Upon request horn the public agency's nuetodi8n 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 TOTHIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS' BR|AN BRADLEY, AT (305) 292-3470' . c/o Monroe County MttqrmeV^s Office, 11111 m 1� St., Suite4O8, Key VVesiFIL 33040. 2. F.S. 387.0582. F.G. and Monroe County Purchasing pm|ioy (required for all contracts for purchases of services or goods > I year): Monroe Cnunh/'s performance and obligation to pay under this contract is contingent upon an annual appropriation by the B0[C. 3 Insurance Requirements (Monroe County Risk Mamua|): The vendor iarequired to provide the following insurance coverage: Prior to o, at time of execution of the agreonlerk, the vendor shall provide a certificate of insurance evidencing current coverage in this onnnunL Thensfove. 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. 287.133and Monroe County Purchasing Policy): A person ur 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 public building or public wm(k, may not submit bids on leases of /ee| property to public entity, may not be awarded or perform work as a CONTRACTOR, muppher, subcontractor, or CONTRACTOR under contract with any public ent|ty, 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 of38 months from the date of being placed on the convicted vendor |imL As used herein, the term ''convicted vendor list" means list maintained by the Florida Department ofManagement Services. as defined in F,& 287,133, By entering in this Agnaennent, 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 h8ommme County Ordinance No. 10-1890): By entering in this Agnaement, the vendor vvananba that he/it has not emp|oyed, retained or otherwise had act on his/her behalf any former County officer oremployee in violation of Section 2 of Ordinance No. 010'1890 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 diocnation, terminate this Agreement without Uab||hv and may also, in its dhscretiVo, deduct frwm the Agreement or pu/ohmmm pr|oe, or otherwise rmco*mr, the full amount of any fee oonnno|oaion peroentage, gi#, or consideration paid to the former County officer or employee, 8. E-verify requirement (required by F.S. 448J095): Beginning January 1. 2021. every public e/np|uyer, oonirado/, and suboomtraoior 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 contractor enters into a contract with a subcDDi[acb/r, 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 ahaU maintain e copy of such affidavit for the duration of the contract. 7 Scrutinized companies (F.S. 2B7.135): a (Applies to contracts > $1 rn|U|Vn): This contract is terminable at the option of the awarding body if the vendor is found tc have submitted a false certification as defined be|ow, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the |yam Petroleum Energy Sector List aa those terms are defined in F.& 287.135. or been engaged in business operations in Cuba or Syria, i False certification: At the time a cmrnp@Vy submits a bid or proposal for contract or before the company enters into or renews u contract with an agency or local governmental entity for goods or services of $1 million or more, the company must certify that the company iu not un 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 in Cuba or Syria. At the time a company submits a bid o/ proposal for a contract o/ before the company enters into or renews a contract with an agency or local governmental entity for goods or services of any amount. the company must oerUh, that the onnnpmny is not participating ina boycott vfIsrael. By entering 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 in found to have been placed on the Scrutinized Companies that Boycott Israel List as that term is defined in F.S. 287.135 of is engaged ina boycott ofIsrael. 8, Payment: Invoices will he paid in accordance with the Florida Local Government Prompt Payment Act, F�S. 21870 etsg4, Invoices must be submitted to the Clerk with supporting documentation acceptable to the Clerk, Acceptability to the Clerk is based on generally accepted accounting principles and such laws. [u|ee. and regulations ou may govern the Clerk's disbursal offunds. 0. Human Trafficking /F.S. 787.06\: Whenever a contract is executed, renewed, or extended between a nongovernmental entity and a governmental enUb/. the AFF|DAVQ[ A'rTESTUNG TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor VendnrFBW: Vendor's Authorized Represen1GUve,: _ �J� H m�� (Name and Title) Phone Number: Emmi| Addre8s: Aff'"}� As e nongovernmental entity executing, osneaing, or extending a contract with a government anUty. Vendor is required to provide an affidavit umder penalty of perjury attesting that Venclor does not use coercion for labor or services in aocmnj@noe with Section 787.O8. Florida Statutes, As defined in Section 7G7,O8(2)(a). coercion means: 1 Using orihreatingto use physical force against any person; 2, Restraining, iao|atinQ, or confining o/ threading to restrain. imo|aie. of confine any person without lawful authority and against her of, his will; 3. Using lending or other rneChoda to establish a Wehi by any person when labor or se/vices are pledged as a security for the debt, if the value of the labor of, services as reasonably assessed is riot applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively Umited and defined� 4. Destroying, conoea|inq, nemoving, oonhauating, wdhMo|ding, or possessing any actual or purported posspod, visa, or other imnoignahon document, or, any other actual or purported government identification document, of any person; 5� Ceumingorthnaedngtm cause financial hannto any person: 6. Enticing o/ luring any person by fraud of-deceit; or 7, Providing a omnLmUed mubmtance asow8ined in Schedule | or Schedule || of Section 8A303io any person for the porPoeeof exploitation o/that person, As a person authorized to sign on behalf o[ Vendor, | ue/Uh/ under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06, Additionally, Vendor has /eviemyd Section 787,06` Florida Statutes, and m0neeo to abide bysame. Certified— _' who is authorized_ _ '. FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 1, of the city of according to law on my oath, and under penalty of perjury, depose and say that: a. I am 0 0'' of the firm of 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 'p-this affidavit in,awarding'9ptntracts,for said project. (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) bef m b means of(�)physical presence or online n t rizat on 7,/ 7, by �z Ll� (date) 4'Cka v (name of affiant). He/She is personally nown to me or Xas produced Z (type of identification) as identification. NOTARY P UBIL C My Commission Expire& t. JOSHUA P GALL0 Notary Public-State of Florida Commission 4 HH 318763 0 My Comm.Lxpires Oct 16,2026 it f)anded Through National Notary Assn DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD J ,, ,e Va J11 � III o n NASPO ValuePoint Master Agreement Terms and Conditions For Multi-Function Devices and Related Software, Services and Cloud Solutions A Contract for the NASPO ValuePoint Cooperative Purchasing Program Acting by and through the State of Colorado (Lead State) Department of Personnel & Administration State Purchasing & Contracts Office 1525 Sherman Street, 5th Floor Denver, Co 80203 And Canon U.S.A., Inc. One Canon Park Melville, NY 11747 Master Agreement Number: _187646 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 1 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Contents MASTER AGREEMENT TERMS AND CONDITIONS.............................................................................3 I. Definitions ...............................................................................................................................3 II. Parties and Term of the Master Agreement ............................................................................7 111. Order of Precedence...............................................................................................................8 IV. Participants and Scope ...........................................................................................................8 V. NASPO ValuePoint Provisions..............................................................................................10 VI. Pricing, Payment & Leasing ..................................................................................................13 VI1. Ordering ................................................................................................................................14 Vill. Shipping and Delivery ...........................................................................................................17 IX. Inspection and Acceptance ...................................................................................................18 X. Warranty................................................................................................................................19 XI. Equipment Title .....................................................................................................................20 XI1. Indemnification ......................................................................................................................21 XI11. Insurance ..............................................................................................................................22 XIV. General Provisions................................................................................................................24 SIGNATUREPAGE...............................................................................................................................30 EXHIBIT A— STATEMENT OF WORK..................................................................................................31 I. Product Overview..................................................................................................................31 II. Master Agreement Deliverables............................................................................................32 III. Purchase and Lease Programs.............................................................................................44 IV. Contractor Responsibilities and Tasks..................................................................................50 EXHIBIT B — SAMPLE D&A CERTIFICATE..........................................................................................59 EXHIBIT C—AUTHORIZED DEALER FORM .......................................................................................60 EXHIBIT D —AUTHORIZED DEALERS BY STATE..............................................................................61 EXHIBIT E — SAMPLE MPS STATEMENT OF WORK .........................................................................62 ATTACHMENT 1 — CANON LEASE AGREEMENT..............................................................................65 ATTACHMENT 2 — CANON MAINTENANCE AGREEMENT................................................................69 ATTACHMENT 3 — CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS.....................72 ATTACHMENT 4 — CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT ..................75 ATTACHMENT 5 — CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS .......................................................80 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 2 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD MASTER AGREEMENT TERMS AND CONDITIONS I. Definitions 1.1 A3 MFD - A Multi-function Device which is designed to handle letter, legal, ledger and some smaller paper sizes, such as postcards and envelopes. 1.2 A4 MFD — A Multi-function Device which is designed to handle letter, legal and some smaller paper sizes, such as postcards and envelopes. Ledger size paper is NOT an option on this Device. 1.3 Acceptance - A written notice from a Purchasing Entity to Contractor advising Contractor that the Device has passed its Acceptance Testing. Acceptance of a Product for which Acceptance Testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a written notice of rejection to Contractor, as set forth in Section IX of this Master Agreement. 1.4 Accessory — A compatible item that is added to the Base Unit to enhance its capabilities and functions. 1.5 Attachment— Contractor's Supplemental Documents which consist of the following: 1.5.1 Attachment 1 — Canon Lease Agreement 1.5.2 Attachment 2 — Canon Maintenance Agreement 1.5.3 Attachment 3 — Canon Sample MPS Agreement Terms and Conditions 1.5.4 Attachment 4 — Canon Sample MPS Customer Expectations Document 1.5.5 Attachment 5 — Canon Digital Press Production and Large Format Equipment Master Services Agreement Terms and Conditions 1.6 Authorized Dealer—The Manufacturer's authorized sales and Service center (also known as a Dealer, Distributor, or Partner) that must be certified by the Manufacturer to sell the Manufacturer's Products, and perform machine installation and maintenance on Devices offered by the Manufacturer. A Purchasing Entity must be able to, at a minimum, visit the sales and service center to view and test Device. 1.7 Base Unit - The copier, printer, Scanner, Large/Wide Format and Production Devices that include all standard Accessories and parts and excludes optional Accessories and/or software. 1.8 Blended Rate - A rate that is derived by taking the b&w and color cost per click rates on one or more Devices and calculating one rate that a customer will be billed for all copies, regardless of Device type and b&w or color output. Allows for simplicity when billing copies run. 1.9 Bronze Standard - Devices which meet less than 50% of the 28 optional EPEAT criteria. 1.10 Business Day—Any day other than Saturday, Sunday, or a legal holiday. 1.11 Buyout to Keep - The early termination option on an FMV or Capital Lease that involves the acquisition of the Device by the Purchasing Entity, and consists of any current and past due amount, plus the remaining stream of Device Payments. 1.12 Buyout to Return - The early termination option on an FMV, Capital or Straight Lease that involves the return of the Device by the Purchasing Entity to Contractor, in good working RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 3 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD condition (ordinary wear and tear excepted), and consists of any current and past due amounts, plus the remaining stream of Device Payments. 1.13 Capital Lease - For the purposes of this Master Agreement, a Capital Lease shall also be referred to as a $1 Buyout Lease and title of the Device will automatically pass from the Contractor to the Purchasing Entity at the end of the Initial Lease Term, and the Purchasing Entity will not be subject to additional payments in order to assume ownership. However, it will be at the discretion of the Participating State or Entity as to whether other criteria will also be considered, such as a bargain purchase option, a lease term longer than 75% of the estimated economic life of the Device, or the present value of the lease payments is greater than 90% of the fair market value of the Device at the beginning of the Initial Lease Term, or any other legal requirements relating to a Capital Lease. 1.14 Ceiling Pricing - Pricing that is established as a "not-to-exceed" amount; the maximum price Contractor may charge for Products, Services, and Supplies. 1.15 Contractor - A party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement. 1.16 Coterminous - Two or more leases that end at the same time. The original lease payment is modified to reflect the addition of a new Device or Accessory. The original term of the lease is not modified as a result of a Coterminous addition. 1.17 Deliverable -A Product, Service, solution, result, labor, or other effort being sought through this RFP. 1.18 Device - The Base Unit, either with or without optional Accessories and/or software. May also be referred to as "Equipment." 1.19 Device Downtime - The period of time that a Device is not operational and is waiting for Service to be completed. 1.20 Device Payment - The Device portion of the payment, less any Service, Supplies, and maintenance. 1.21 Device Trade-In - An agreed upon transaction between the Purchasing Entity and Contractor, in which Contractor takes ownership of Purchasing Entity's owned Device, often for a discounted amount. 1.22 Device Upgrade or Downgrade-A replacement of the Purchasing Entity's existing leased Device, with a different Device, of either greater or lesser value. A new lease is then originated for the new Device, with the remaining lease payments on the old Device wrapped into it. The old lease is closed out, and the Device is returned to Contractor. 1.23 Electronic Product Environmental Assessment Tool (EPEAT) - A tool which evaluates and selects Device according to a list of preferred environmental attributes. EPEAT registered means Devices meet the 1680.2 IEEE Standard for Environmental Assessment of Imaging Device, as amended. 1.24 Embedded Software - One or more software applications which permanently reside on a computing Device. 1.25 Energy Star- The U.S. Environmental Protection Agency's standard for energy efficiency. 1.26 Fair Market Value (FMV) Lease - A lease in which the Purchasing Entity can either 1) Take title to the Device at the end of the Initial Lease Term by paying the residual value to Contractor, 2) Enter into a Renewal Term for the Device, or 3) Return the Device to Contractor at the end of the Initial Lease Term. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 4 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 1.27 Free on Board (FOB) Destination - Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity's specified location. 1.28 Group - The classification for the different types of Devices solicited in this RFP. Groups are determined by the Devices primary functions and/or capabilities. 1.29 Initial Lease Term - The length of time (i.e. 12, 18, 24, 36, 48, or 60 months) that a Purchasing Entity enters into a lease agreement. 1.30 Intellectual Property - Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. 1.31 Large/Wide Format Equipment - A Device that prints on a large paper via a variety of output options. 1.32 Lead State - The State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement. 1.33 Legacy Device — A Device that was purchased, leased, or rented either under a prior NASPO ValuePoint or WSCA Master Agreement, another program, or via any other means. 1.34 Maintenance Agreement - An agreement in which the Contractor provides monthly Service, parts, Supplies, and Preventative Maintenance on purchased, leased or rented Devices. 1.35 Managed Print Services (MPS) - The management, service, and support of the Purchasing Entity's entire enterprise and output infrastructure of printed materials, with the objective of creating a solution that improves the print process and reduces the expense of printed material. 1.36 Manufacturer-A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Device. Also referred to as Contractor. 1.37 Manufacturer's Suggested Retail Price (MSRP) - The list price or recommended retail price of a Product in which the Manufacturer recommends that the retailer sell the Product. 1.38 Master Agreement - The underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended. 1.39 Multi-function Device (MFD) - A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other. 1.40 NASPO ValuePoint - A division of the National Association of State Procurement Officials ("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State. 1.41 Newly Manufactured - Devices that have not been Refurbished, Remanufactured, rented, leased, sold, or used in a demonstration, and are currently being marketed by the Manufacturer. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 5 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 1.42 Normal Business Hours— Defined as the hours between 8AM and 5PM, Monday through Friday, holidays excluded. 1.43 Not Specifically Priced (NSP) - NSP items enhance or compliment the Device but are not listed in the Master Agreement Price List(s). NSP's may include Coin-Op equipment, empowering software etc. 1.44 OEM —The Original Equipment Manufacturer. 1.45 Order - Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, MPS statement of work, Maintenance Agreement, lease agreement, etc. used by a Purchasing Entity to order the Products and Services. 1.46 Participating Addendum — A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.). 1.47 Participating Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum. 1.48 Participating State - A state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum. 1.49 Power Filter - An electronic filter which is placed between an external power line and a Device for the purpose of removing frequencies or electromagnetic interference. 1.50 Preventative Maintenance - The servicing of a Device for the purpose of maintaining a satisfactory operating condition by providing systematic inspection, detection, and correction of failures either before they occur or before they develop into major defects. 1.51 Private Label - Devices that are manufactured by one company and sold under a retailer's brand name. 1.52 Production Device -A high-speed, high-quality printing Device that typically has advanced finishing functionality. 1.53 Product — Devices, Accessories, parts, software, and/or Supplies provided by Contractor pursuant to the Master Agreement. 1.54 Published Price—The price that is posted on the Manufacturer's website or in their pricing literature (e.g. not the Master Agreement contract price). 1.55 Purchasing Entity - A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 1.56 Refurbished - A Device which has received extensive maintenance and/or minor repair, including the replacement of all standard parts subject to wear during the normal course of use. For the purpose of this RFP and resulting Master Agreement(s), Refurbished Device shall not have more than 750,000 original copies on it. In addition, Refurbished Device must only contain OEM parts. Refurbished Device must be certified by the Manufacturer. 1.57 Remanufactured - The process of disassembling Devices known to be worn or defective that can be reused or brought up to OEM specification by cleaning, repairing or replacing it in a manufacturing environment and then reassembling and testing it, so that it will RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 6 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD operate like a new Device. Remanufactured Device must be certified by the Manufacturer. 1.58 Renewal Term - A lease term that supersedes the Initial Lease Term, and which a Purchasing Entity may enter into upon thirty (30) days prior written notice to Contractor. Each Renewal Term shall not exceed 12 months, the residual value of the Device, or the Useful Life of the Device. Capital Leases are excluded from going into renewal. 1.59 Response Time - The time from when the original Service Call is placed with the Contractor or Authorized Dealer, to when the Service technician arrives at the Purchasing Entity's location. 1.60 Scanner- A Device that scans documents and converts it into digital data. 1.61 Segment - The various speeds that Devices are categorized by. 1.62 Services — The labor required to be performed by Contractor pursuant to the Master Agreement or an Order. Services may include, but are not limited to, maintenance, MPS and software installation. 1.63 Service Base Location - The place of business where the Contractor or Authorized Dealer stores parts and provides training for service technicians. 1.64 Service Call - An on-site Service technician visit due to Device error or malfunction. 1.65 Single-function Printer - An inkjet or laser Device that only prints and is not capable of other functions such as copying, faxing or scanning. 1.66 Straight Lease - A type of agreement in which ownership is not an option and the Total Monthly Payment amount remains firm throughout the Initial Term. 1.67 Supplemental Documents — With the exception of software, end-user and click-wrap agreements, Contractor's Supplemental Documents are the only authorized documents under this Master Agreement and are attached hereto as Attachments. 1.68 Supplies - Consumable items that gets used up or are discarded once used, such as ink cartridges. 1.69 Third Party — A person or entity that may be directly involved, but is not a principal to an arrangement, contract, deal, lawsuit, or transaction. 1.70 Total Monthly Payment - The Device portion of the payment, as well as any Service, Supplies or maintenance, and less any applicable taxes. 1.71 Useful Life - Period during which a Device is expected to be usable for the purpose in which it was manufactured. II. Parties and Term of the Master Agreement 2.1 Parties. This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the "Lead State"), and Canon U.S.A., Inc. (hereinafter called "Contractor"), for the procurement of A3 MFD's, A4 MFD's, Production Equipment, Single-function Printers, Large/Wide Format Equipment, Scanners, Software, Consumable Supplies, Managed Print Services, Software Related Services (including cloud-based offerings and web-based fleet management tools), Standalone Production Devices, Industrial Print Equipment, and Specialty Printers as approved per this Master Agreement, for the benefit of Participating States, Entity's, and Purchasing Entities. The Contractor and the Lead State agree to the terms and conditions contained herein. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 7 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 2.2 Initial Term. The initial term of this Master Agreement is for two (2) years, with an effective date of August 1, 2024. The term of this Master Agreement may be amended beyond the initial term for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years. 2.3 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. III. Order of Precedence 3.1 Order. This Master Agreement will consist of the following documents: 3.1.1 A Participating Entity's Participating Addendum ("PA"); 3.1.2 NASPO ValuePoint Master Agreement, including all Exhibits; 3.1.3 An Order issued against the Master Agreement; 3.1.4 The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions; 3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and 3.1.6 Contractor's Supplemental Documents, which are included as Attachments. 3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement, nor will it include Products and Services not awarded under the Master Agreement. IV. Participants and Scope 4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. 4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 8 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Entity and Contractor, may be included in the ordering document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order. 4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities. 4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to pa(cD-naspovaluepoint.org to support documentation of participation and posting in appropriate databases. 4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum. 4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 9 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. V. NASPO ValuePoint Provisions 5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement. 5.2 Administrative Fees 5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor's response to the Lead State's solicitation. 5.2.1.1 Contractor will report on all Usage Based Equipment sales, and on Usage Based or Life Cycle Service and Supply sales. This method will no longer require the Contractor to capture the actual Service and Supply revenues that are billed to the customer each month. 5.2.1.2 Industry research has shown close to a 1:1 ratio between sales price on a piece of Equipment and the actual amount of Service and Supply costs required to operate that Equipment over its Useful Life. Therefore, to simplify the reporting process and remove the burden to capture the actual Service and Supply costs, the Contractor may report as follows: 5.2.1.2.1 Purchased Equipment: Contractor shall report the actual amount invoiced (less any taxes) for all Equipment sold under the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based Service and Supplies," providing the customer elects to enter into a Maintenance Agreement. Thus, in the Contractor's Detailed Sales Report, for each item sold, there will be two-line items: one for the piece of Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the Equipment. 5.2.1.2.2 Leased Equipment: Contractor may report sales according to the Purchased Equipment methodology described above, or they may report the actual amount invoiced (less any taxes) for the lease during the reporting period (calendar quarter). In addition, the Contractor shall report an additional amount equal to the invoice amount and identified as "Life Cycle Service and Supplies," or an actual amount and identified as "Usage Based RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 10 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Service and Supplies." Thus, in the Contractor's Detailed Sales Report, for each item leased or rented, there will be two-line items: one for the invoice amount to the customer for the Equipment, and one for the Life Cycle or Usage Based Service and Supplies. The amount reflected for the Life Cycle Service and Supplies must be equal to the amount of the invoiced Equipment. 5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method, and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 5.3 NASPO ValuePoint Summary and Detailed Usage Reports 5.3.1 Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum ("Sales Data"). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section. 5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report. 5.3.3 Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data. 5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 11 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor's part number or SKU for each Product in Contractor's catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor's customer lists and product catalog change. 5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. 5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review 5.4.1 Staff Education. Contractor shall work cooperatively with NASPO ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement. 5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor's website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities. 5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees. 5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint. 5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, notify the Lead State and NASPO ValuePoint of any contractual most- favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 12 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD shall provide a copy of any such provisions. 5.5 Cancellation. In consultation with NASPO ValuePoint, the Lead State may, in its discretion, cancel the Master Agreement or not exercise an option to renew, when utilization of Contractor's Master Agreement does not warrant further administration of the Master Agreement. The Lead State may also exercise its right to not renew the Master Agreement if the Contractor fails to record or report revenue for three consecutive quarters, upon 60- calendar day written notice to the Contractor. Cancellation based on nonuse or under- utilization will not occur sooner than [two years] after execution of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement or terminate for default subject to the terms herein. This subsection also does not limit any right of the Lead State to cancel the Master Agreement under applicable laws. 5.6 Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. 5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor's obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement. VI. Pricing, Payment & Leasing 6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement represent the not-to-exceed ("celling") price to any Purchasing Entity. 6.1.1 MSRP/List Price discount percentages must be guaranteed throughout the term of the Master Agreement, including any renewal terms, however; Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Price List(s). 6.1.2 With the exception of Group C and Sub-Group C1 and C2 Devices, pricing must include all shipping, delivery, and installation costs associated with the Products. Excess installation charges however, may be billable. Refer to section IV.E.5 of Exhibit A, Statement of Work, for more information. 6.1.3 Price Lists received after the 1st day of the new quarter may not be approved for up to thirty (30) days following submission. In addition, errors in Contractor Price Lists may delay the approval process further. 6.1.4 Contractor may update their lease rates once per quarter by providing the Lead State with documentation regarding said rate changes. Updates to lease rates will not be permitted until 8/1/2025. 6.1.5 Pricing shall remain firm during the first twelve (12) months of the Master Agreement (e.g. 8/1/2024 — 7/31/2025). Contractor may then update their pricing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 13 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD once per calendar year. All requested price increases must be sent to the Lead State and include documentation from Contractor which provides a detailed explanation for the increase.While there will not be any restrictions regarding direct and indirect cost increases, it will be at the Lead State's sole discretion to determine if the requested increase has a direct correlation to the Deliverables being offered under the Master Agreement. Price increases shall be allowed for all Products and all Services, including rate and fee structures on maintenance plans. 6.1.6 All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated. Contractor is not permitted to send Price List updates directly to NASPO ValuePoint. 6.1.7 All inclusive Cost Per Copy (CPC) programs may be offered upon request by the Participating State or Entity, but pricing must not exceed Master Agreement pricing. Contractor must provide the Participating State or Entity with their pricing breakdown which enables the Participating State or Entity to easily compare the pricing in the CPC structure against the pricing in the Master Agreement. 6.1.8 Contractor may offer state-wide promotional discounts, customer location specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity of special state-wide promotional discounts. 6.1.9 No retroactive adjustments to prices or rates will be allowed. 6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after Acceptance will be made within thirty (30) days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum or Order, or otherwise prescribed by applicable law. Payments will be remitted in the manner specified in the Participating Addendum or Order. Payments may be made via a purchasing card with no additional charge. 6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Exhibit A, Statement of Work, contains Leasing provisions; however, it shall be at the discretion of each Participating State or Entity to accept these terms, reject these terms, or further negotiate the terms with the Contractor, as long as those negotiations don't fall outside the original scope of the RFP or the Master Agreement. For example: The maximum lease term on Group A Devices is 60 months; Contractor is not permitted to offer a lease term in excess of this. VII. Ordering 7.1 Order Numbers. Purchase Order numbers must be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence. 7.2 Quotes. Purchasing Entities may define entity-specific or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 14 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost, and other factors considered. 7.3 Applicable Rules. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. 7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. 7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement and applicable Participating Addendum during the term of the Master Agreement and Participating Addendum. 7.5.1 Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. 7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable Participating Addendum, which may further restrict the period during which Orders may be placed or delivered. 7.5.3 Financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. 7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor shall perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Master Agreement, or in any manner inconsistent with this Master Agreement's terms. 7.5.5 Orders for any separate indefinite quantity, task order, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 7.6 Ordering and Invoicing Specifications. At the discretion of the Participating State or Entity, all Orders pursuant to this Master Agreement, may contain the following: 7.6.1 Name of Purchasing Entity; 7.6.2 The name, phone number, and address of Purchasing Entity representative; 7.6.3 Order date; 7.6.4 Description of the Product and/or Service ordered; 7.6.5 Model number; 7.6.6 Price; 7.6.7 The Master Agreement number; and 7.6.8 Any additional information required by the Participating State or Entity. 7.7 Contractor shall have the ability to accept procurement credit cards, and will not assess any additional charges or fees for processing payments via this method. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 15 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 7.8 At the discretion of the Participating State or Entity, Contractor shall have the ability to provide a centralized billing option. 7.9 Authorized Dealers shall have the ability to invoice a Purchasing Entity directly, unless otherwise specified by a Participating State or Entity. 7.10 With the exception of drop-shipped items, Contractor and/or Authorized Dealers shall not issue an invoice until the Purchasing Entity has confirmed Acceptance, per Section IX. 7.11 Contractor and/or Authorized Dealers may charge the Purchasing Entity a re-stocking fee for any Products that are not accepted. The amount of the fee shall be the lesser of 10% of the purchase price, or$200.00, unless otherwise specified in a Participating Addendum. 7.12 Contractor and/or Authorized Dealers may estimate meter reads if a Purchasing Entity fails to submit the required information within the specified time-frame. 7.13 All software Orders shall reference the Manufacturer's most recent release or version of the Product, unless the Purchasing Entity specifically requests a different version. 7.14 Contractor, Third-Party leasing companies, and/or Authorized Dealers may bill property tax separately or as otherwise indicated in a Participating Addendum or an Order. 7.15 Contractor and/or Authorized Dealers shall have a process in place for resolving disputed invoices, including escalation procedures. In addition, Contractor and/or Authorized Dealers shall have a process in place for issuing refunds or credits due to invoicing errors, as well as over-payments and Product returns. 7.16 Internet-based Portal and Electronic Catalogs. If Contractor provides the ability to place an Order through an internet-based portal or electronic catalog, then Contractor shall maintain all necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. In addition, Contractor shall adhere to the following requirements: 7.16.1 The internet-based portal or electronic catalog shall clearly designate that the Products are part of the NASPO ValuePoint Master Agreement, and shall link to the Participating State or Entity's designated web location; 7.16.2 All Environmentally Preferable Products (EPP) shall be clearly listed; 7.16.3 If Contractor's electronic catalog will either be hosted on or accessed through the Participating State's eCommerce system, then Contractor shall comply with all policies, procedures and directions from the Participating State or Entity in relation to hosting its catalog on or making its catalog accessible through that system; 7.16.4 All information made available through the Participating State or Entity's eCommerce system is accurate and complies with the Master Agreement and the Participating Addendum; and 7.16.5 Paper catalogs or other digital media catalogs must be supplied to the Participating State or Entity upon request. 7.17 Communication. All communications concerning administration of Orders placed must be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. 7.18 Substitutions. If an ordered Product is out-of-stock, Contractor shall notify the Purchasing Entity and request approval before substituting for the out-of-stock item. Contractor's RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 16 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD request to substitute shall explain how the substituted Product compares with the out-of- stock item. Any substitute Product offered must be on the Contractor's Master Agreement Price List. 7.19 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. 7.20 Supplemental Documents. All Attachments to this Master Agreement have been reviewed and negotiated by the Lead State only to the extent that they comply with the terms and conditions of RFP-NP-23-001 as well as this Master Agreement. Participating States and Entities are still advised however, to review each Supplemental Document and negotiate the terms and conditions further with Contractor if necessary. It shall be at the discretion of Contractor and Purchasing Entity to determine which Supplemental Documents are appropriate for each Order type. With the exception of End User License Agreements (EULA's), clickwrap agreements, and any third party software agreements, which have not been reviewed or negotiated by the Lead State, nor are they attached to this Master Agreement, only the Supplemental Documents attached to this Master Agreement are permitted to be used for any Order placed. Vill. Shipping and Delivery 8.1 Shipping Terms. With the exception of Group C and Sub-Groups C1 and C2 Devices, all Products must be shipped F.O.B. destination, standard freight pre-paid by the Contractor, to the Purchasing Entity's specified location, unless otherwise indicated in a Participating Addendum. Group C and Sub-Groups C1 and C2 shipping charges shall be quoted to the Purchasing Entity prior to Order confirmation. 8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor's until the Purchasing Entity has taken possession of the Device, at which point responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor's warranty obligations. 8.2 Available Products. Devices that are in-stock or otherwise not subject to supply-chain shortages or issues, shall be delivered within thirty(30) calendar days after receipt of Order, unless otherwise specified by the Purchasing Entity. 8.3 Required Updates. Contractor shall provide a minimum of semi-monthly updates to the Purchasing Entity regarding the status of all Devices that are, or will be expected to go, on backorder. 8.4 Software Installation. Software related to the Device must be installed within five (5) Business Days of the Device installation, or as otherwise stated in an Order. 8.5 Delivery Days and Receiving Hours. All deliveries shall be made during Normal Business Hours, which may vary for each Purchasing Entity of each Participating State. The Purchasing Entity shall not be responsible for any additional charges should the Contractor fail to observe specific delivery days and receiving hours. The delivery days and delivery hours shall be established by each individual Purchasing Entity upon Order placement. 8.6 Inside Deliveries. All deliveries, with the exception of drop-shipped or desktop Devices, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 17 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD shall be made to the interior location specified by the Purchasing Entity. Specific delivery instructions will be noted on the Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. 8.7 Packaging. Products shall be packaged and labeled so as to satisfy all legal and commercial requirements applicable for use by any Purchasing Entity, and shall include, without limitation and if applicable, OSHA material safety data sheets, and shall conform to all statements made on the label. Packages that cannot be clearly identified may be refused and/or returned at no cost to the Purchasing Entity. IX. Inspection and Acceptance 9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all applicable Federal, State, and local laws and regulations. 9.2 Applicability. Unless otherwise specified in the Participating Addendum, or ordering document, the terms of this Section IX will apply. This section is not intended to limit rights and remedies under the applicable commercial code. 9.3 With the exception of drop-shipped Devices, Purchasing Entity shall confirm delivery, installation and Acceptance of all Devices covered by each purchase or lease Order, by signing a Delivery and Acceptance Certificate (D&A), as referenced in Exhibit B, Sample D&A Certificate, which shows Acceptance of the Device(s) and allows Contractor to invoice for the Device(s). 9.4 Purchasing Entity agrees to sign and return the D&A to Contractor (which, at mutual agreement, may be done electronically) within five (5) Business Days after any Device is installed, or as otherwise stated in a Participating Addendum. 9.5 Failure to sign the D&A or reject the Device(s) within the foregoing five (5) day period shall be deemed as Acceptance by the Purchasing Entity; however, it does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) defects subsequently revealed when Devices are put to use. Acceptance of such Devices may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of Devices(s) rejected and returned, or for which Acceptance is revoked. 9.6 Inspection. All Devices are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. 9.6.1 Devices that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. 9.6.2 Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Device RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 18 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD rejected and returned, or for which Acceptance is revoked. 9.7 Failure to Conform. If any Services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the Services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of Services performed. 9.8 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry standards, to ascertain whether the Device meets the standard of performance or specifications prior to Acceptance by the Purchasing Entity. 9.8.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise specified, starting from the day after the Device is delivered or, if installed by Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing. 9.8.2 If the Device does not meet the standard of performance or specifications during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. 9.8.3 Upon rejection, the Contractor will have thirty (30) calendar days to cure. If after the cure period, the Device still has not met the standard of performance or specifications, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Device from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. 9.8.4 Contractor shall pay all costs related to the preparation and shipping of Device returned pursuant to the section. 9.8.5 No Device will be deemed Accepted and no charges will be paid until the standard of performance or specification is met. X. Warranty 10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or ordering document, the terms of this section X will apply. 10.2 The warranty period shall begin upon Acceptance of the Device, and shall be for a minimum of ninety (90) days for purchase and leased Devices. This warranty shall be extended to all Devices acquired under the Master Agreement, including Remanufactured and/or Refurbished Devices. 10.3 Devices that are sold under the resulting Master Agreement will come with the standard features as published on the Manufacturers website, and will not deviate from the stated specifications. 10.4 Devices shall be in good working order, free from any defects in material and workmanship, and fit for the ordinary purposes they are intended to serve. 10.5 If defects are identified, per mutual agreement of Contractor and the Purchasing Entity, Contractor obligations shall be limited solely to the repair or replacement of Devices proven to be defective upon inspection. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 19 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 10.6 Replacement of Devices shall be on a like-for-like basis and shall be at no cost to the Purchasing Entity. 10.7 Repair of defective parts and/or Devices shall be at no cost to the Purchasing Entity. 10.8 Upon significant failure of a Device, the warranty period shall commence again for a minimum of ninety (90) days. Significant failure shall be determined by the Participating State. 10.9 Contractor warranty obligations shall not apply if: 10.9.1 The Device is installed, wired, modified, altered, or serviced by anyone other than Contractor and/or their Authorized Dealer; 10.9.2 If a defective or non-authorized Accessory, Supply, software, or part is attached to, or used in the Device; and 10.9.3 The Device is relocated to any place where Contractor Services are not available. 10.10 Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. 10.11 It will be at the discretion of each Participating State or Entity to negotiate additional warranty requirements with the Contractor. 10.12 Lemon Clause 10.12.1 This clause shall apply to all Devices that are purchased, leased, or rented under the Contractor's Master Agreement. 10.12.2 This clause shall not apply if (a) Supplies or parts are used in the Devices that were not manufactured, provided, or authorized by the Contractor, (b) Service was provided by someone other than Contractor or their Authorized Dealer, or (c) The Device has been subject to abuse or neglect by Purchasing Entity. 10.12.3 The application period is thirty-six (36) months from the date of Acceptance. 10.12.4 This clause shall take precedence over any other warranty or Services clauses associated with the Contractor's Master Agreement, or as specified by a Participating State or Entity in their Participating Addendum. 10.12.5 A Purchasing Entity must maintain an uninterrupted Maintenance Agreement on all purchased Devices in order for this clause to apply past the initial ninety (90) day warranty. 10.12.6 Any Device that fails (except due to operator error) to function in accordance with the Manufacturer's published performance specifications, four(4) times in any four (4) week period and/or is subject to recurring related problems, shall be replaced with a like-for-like Device (i.e. similar usage, remaining useful life, etc.) that meets or exceeds the requirements of the original Device, at no cost to the Purchasing Entity. 10.13 Rights Reserved. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. XI. Equipment Title RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 20 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 11.1 Conveyance of Title. Contractor shall have exclusive title to the Devices being delivered and the Devices shall be free and clear of all liens, encumbrances, and security interests. Title to the Device shall only pass to the Purchasing Entity upon: 11.1.1 Purchasing Entity up-front purchase of the Device; 11.1.2 Purchasing Entity exercising the purchase option at the end of an FMV Lease; 11.1.3 Expiration of a Purchasing Entity's Capital Lease; or 11.1.4 Purchasing Entity has secured Third Party financing and payment is being made directly to the Contractor by the Purchasing Entity. 11.2 Embedded Software. Transfer of title to the Device must include an irrevocable and perpetual license to use any Embedded Software in the Device. If Purchasing Entity subsequently transfers title of the Device to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Device title. A subsequent transfer of this software license will be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring that this license is consistent with any third-party rights in the Pre-existing Intellectual Property. XII. Indemnification 12.1 General Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible property arising from any act, error, or omission of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to performance under this Master Agreement. 12.2 Intellectual Property Indemnification. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use infringes Intellectual Property rights of another person or entity ("Intellectual Property Claim"). 12.2.1 The Contractor's obligations under this section will not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: 12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates; 12.2.1.2 specified by the Contractor to work with the Product; 12.2.1.3 reasonably required to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 21 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD the same function, or; 12.2.1.4 reasonably expected to be used in combination with the Product, system or method. 12.2.2 The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. 12.2.3 The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of the Intellectual Property Claim and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. 12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. XIII. Insurance 13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and/or maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option; result in termination of its Participating Addendum. 13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, for each of the following categories. Contractor assumes responsibility for the payment of any deductible on the below policies. 13.2.1 Commercial General Liability covering premises operations, Independent Contractors, Products and completed operations, contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and completed operations aggregate and $50,000 and any one fire. These limits may be satisfied through a combination of primary and Umbrella/Excess. Canon will use its umbrella policy to satisfy claims in excess of the $2,000,000 aggregate. 13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and identity RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 22 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD theft) with minimum limits of not less than $1,000,000 per claim and $2,000,000 aggregate. 13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. 13.2.4 Automobile Liability covering any auto (including owned, hired and non- owned), with a minimum limit of$1,000,000 each accident combined single limit. 13.3 Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that the insurer not revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that: 13.4.1 Names and/or includes the Participating States identified in the Request for Proposal as additional insured's, and; 13.4.2 Provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company(authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, and endorsements). Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.6 Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Order. 13.7 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy, or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. 13.8 Participating Entities. Contractor shall provide to Participating States and Participating RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 23 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Entities the same insurance obligations and documentation as those specified in Section XIII, except the endorsement is provided to the applicable Participating State or Participating Entity. 13.9 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance will be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. 13.10 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. XIV. General Provisions 14.1 Records Administration and Audit 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. 14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's records. 14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 14.2 Confidentiality, Non-Disclosure, and Injunctive Relief 14.2.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. 14.2.1.1 Any and all information of any form that is marked as confidential or RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 24 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). 14.2.1.2 Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. 14.2.1.3 Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity; or (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 14.2.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. 14.2.2.1 Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. 14.2.2.2 Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. 14.2.2.3 Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 25 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 14.2.2.4 Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of the performance of this Master Agreement. 14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section 14.2 would cause irreparable injury to the Purchasing Entity that cannot be adequately compensated in monetary damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. 14.2.4 Purchasing Entity Law. These provisions will be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's obligations under this section will also extend to NASPO ValuePoint's Confidential Information, including but not limited to Participating Addenda, Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line-item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 14.2.6 Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State's public information laws. 14.3 Assignment/Subcontracts 14.3.1 Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. 14.3.2 The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties, to NASPO ValuePoint and other third parties. 14.4 Changes in Contractor Representation. The Contractor must, within ten (10) calendar days, notify the Lead State in writing of any changes in the Contractor's key administrative personnel managing the Master Agreement. The Lead State reserves the right to approve or reject changes in key personnel, as identified in the Contractor's proposal. The Contractor shall propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 14.5 Independent Contractor. Contractor is an independent contractor. Contractor has no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and shall not to hold itself out as agent except as expressly set forth herein or as expressly set forth in an applicable Participating Addendum or Order. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 26 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by either party upon sixty (60) days' written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days' written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision will not affect the rights and obligations attending Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate. 14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, acts of war which are beyond that party's reasonable control, pandemics, or epidemics that would negatively impact supply chain distribution. The Lead State may terminate this Master Agreement upon determining such delay or default will reasonably prevent successful performance of the Master Agreement. This clause does not absolve Purchasing Entity of their payment obligations for goods or services received. Past due account charges will not accrue until the conclusion of the Force Majeure event, at which point Contractor shall also be expected to resume their Service obligations. 14.8 Defaults and Remedies 14.8.1 The occurrence of any of the following events will be an event of default under this Master Agreement: 14.8.1.1 Nonperformance of contractual requirements; 14.8.1.2 A material breach of any term or condition of this Master Agreement; 14.8.1.3 Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; 14.8.1.4 Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or 14.8.1.5 Any default specified in another section of this Master Agreement. 14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of thirty (30) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure will not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. 14.8.3 If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 27 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: 14.8.3.1 Any remedy provided by law; 14.8.3.2 Termination of this Master Agreement and any related Contracts or portions thereof; 14.8.3.3 Assessment of liquidated damages as provided in this Master Agreement; 14.8.3.4 Suspension of Contractor from being able to respond to future bid solicitations; 14.8.3.5 Suspension of Contractor's performance; and 14.8.3.6 Withholding of payment until the default is remedied. 14.8.4 Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in an Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions will be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 14.9 Waiver of Breach. Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies will not operate as a waiver under this Master Agreement, any Participating Addendum, or any Purchase Order. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order will not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, any Participating Addendum, or any Purchase Order. 14.10 Debarment. The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 14.11 No Waiver of Sovereign Immunity 14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 28 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD otherwise, from any claim or from the jurisdiction of any court. 14.11.2 This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 14.12 Governing Law and Venue 14.12.1 The laws of the Lead State shall govern the construction and effect of this Master Agreement. Venue for any administrative or judicial action relating to this Master Agreement shall be in the City and County of Denver, Colorado. 14.12.2 The construction and effect of any Participating Addendum or Order against this Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 14.12.3 If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or Contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party. 14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 14.14 Survivability. Unless otherwise explicitly set forth in a Participating Addendum or Order, the terms of this Master Agreement as they apply to the Contractor, Participating Entities, and Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and shall continue to apply to all Participating Addenda and Orders until the expiration thereof. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 29 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS MASTER AGREEMENT *Individual signing for Contractor hereby swears and affirms that they are authorized to act on Contractor's behalf and acknowledge that the Lead State is relying on their representations to that effect. CONTRACTOR STATE OFCOLORADO Canon U.S.A., Inc. Jared S. Polls, Governor Department of Personnel &Administration By: Sam Yoshida State Purchasing & Contracts Office Title: EVP & GM Tony Gherardini, Executive Director DocuSigned by: DocuSigned by: By: By. ,�Dltln. r,G,apw�a,V�, igna ure John Chapman toe urchasing Manager Date: 11/28/2023 Date: 11/30/2023 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Master Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder. STATE CONTROLLER Robert Ja A, JD By: Date: 11/30/2023 RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 30 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT A— STATEMENT OF WORK I. Product Overview A. Contractor is authorized to provide Products and Services in the following Groups and Sub- Groups: 1. Primary Products and Services: Group Products and Services A A3 M F D — OEM only B A4 MFD — OEM and Non-OEM C Production Equipment— OEM and Non-OEM D Single-function Printers — OEM and Non-OEM E Large/Wide Format Equipment— OEM and Non-OEM F Scanners — OEM and Non-OEM G Software — OEM and Non-OEM H Supplies (consumable) — OEM and Non-OEM Managed Print Services 2. Ancillary Products and Services: Sub- Products and Services Group G1 Software Related Services C1 Standalone Production Devices (cutters, sorters, binders) — OEM and Non-OEM C2 Industrial Print Equipment— OEM and Non-OEM D1 Specialty Printers (3D, receipt, barcode label, card, cable) — OEM and Non-OEM B. Contractor may not provide Products that have not been approved by the Lead State, with the exception of NSP items, as referenced in section II.B.3. C. Contractor may only offer Devices that meet the minimum requirements as outlined in section II.A. D. Any Products added to the Master Agreement throughout the term of the Contract must be discounted according to the proposed discount for the appropriate Segment or as specified in section II.A.4. E. Contractor may provide MPS under any Group they offer under this Contract. However, MPS may not be provided on any Devices that are being leased or rented to a Purchasing Entity by another Manufacturer, unless Contractor has a written agreement with the Manufacturer to do so. F. Contractor may add, remove or modify Products and Services on their Price Lists once per RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 31 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD calendar month, beginning in September 2024. Modifications do NOT include price increases. Refer to section 6.1 of the Master Agreement Terms and Conditions for information regarding pricing. G. Any Device additions must be updated with Buyer's Lab within ninety (90) days of submission to the Lead State. Failure to adhere to this requirement will result in the Device(s) being removed from the Master Agreement Price List(s) until such time they can be verified on Buyer's Lab. In addition, if a Device is acquired by a Purchasing Entity that is not listed on Buyer's Lab within 90 days of it being added to the Price List, then Contractor shall remove the Device from the Purchasing Entity location and substitute it with a Device of equal or greater value, at no charge to the Purchasing Entity. This substituted Device must be on the Price List, AND listed on Buyer's Lab. II. Master Agreement Deliverables A. Primary Product and Service Offerings 1. Group Categories. Segments shall be utilized to distinguish the various speeds of the Devices within Groups. The speeds are denoted in Page per Minute (PPM). The Segments for each Group are as follows: Group A— MFD, A3 Segment PPM 2 20 — 30 3 31 —40 4 41 — 50 5 51 — 60 6 61 — 70 7 71 — 90 Group B — MFD, A4 Segment PPM 1 Up to20 2 21 - 30 3 31 - 40 4 41 - 50 5 51 - 60 6 61+ Group C — Production Equipment Segment PPM 1 65 — 79 2 80 — 89 3 90 - 110 4 111 — 130 5 131+ RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 32 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Group D — Single-function Printers Segment SegmentT PPM 1 Up to20 2 21 —40 3 41 — 60 4 61+ Group E — Large/Wide Format Equipment Segment Al or D Size Width — Width - Industry PPM* Office Low 0 - 3 24" —44" 46" and higher Medium Low 4 - 9 24" —44" 46" and higher Medium High 10 - 19 24" —44" 46" and higher High 20+ 24" —44" 46" and higher *Speeds denoted above are based on b&w output Group F - Scanners Segment PPM 1 10 —29 2 30 —49 3 50 — 69 4 70 — 89 5 90 - 110 6 111 — 130 7 131+ 2. Device Configurations. Devices must be equipped, at a minimum, with the following Accessories/capabilities: 2.1 Group A— MFD, A3 a. New power filter; b. Duplex for Segment 3 and above; c. Standard paper drawer(s) equal to or greater than: i) One (1) paper supply for Segment 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 2,000 sheet paper capacity for Segments 5 and above. iv) Paper size capacity up to 11" x 17"; and v) Bypass paper supply, if applicable for Segment. 2.2 Group B — MFD, A4 a. New power filter; b. Bypass paper supply; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 33 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Standard paper drawer(s) equal to or greater than: i) One (1) paper supply for Segments 1 and 2; ii) Two (2) paper drawers for Segments 3 and 4; and/or iii) 1,000 sheet capacity for Segments 5 and above. d. Paper size capacity up to 8 1/2" x 14"; and e. Envelope adjustment capability. 2.3 Group C — Production Equipment a. New power filter; b. Standard paper drawer(s); c. Standard paper capacity; d. Duplex; and e. Network connectivity. 2.4 Group D — Single-function Printers a. Must include an inkjet, light emitting diode (LED), or laser print engine; b. Standard paper drawer(s); c. Standard paper capacity; and d. Network connectivity. 2.5 Group E — Large/Wide Format Equipment a. Hard-Disk drive; b. Network connectivity; c. Touch screen control panel; and d. Automatic Media Selection — a built-on sensor detects the size of the original and the proper media size is then selected. 2.6 Group F — Scanners a. Charge-Coupled Device (CCD) or Contact Image Sensor (CIS); b. Automatic Document Feeder (ADF); c. Letter or legal paper size capacity; d. Color depth of at least 24 bytes; and e. Single pass duplex scan. 3. Device Standards. Devices must meet the following requirements: 3.1 Group A Base Units are OEM only. 3.2 Group A and Group B must be EPEAT registered to a minimum of Bronze Standard within one (1) year of being added to the Master Agreement Price List. 3.3 Group D must be Energy Star compliant or EPEAT registered to a minimum of RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 34 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Bronze Standard within one (1)year of being added to the Master Agreement Price List. 3.4 Group E must be Energy Star compliant and registered within one (1) year of being added to the Master Agreement Price List. 3.5 If Contractor Devices fail to meet the EPEAT Bronze Standard, or be Energy Star compliant (applicable to Group D and E Devices only)within one (1)year, then they will be removed from the Price List. If said Devices have already been placed at a Purchasing Entity's location, then Contractor must replace the Devices with a comparable, qualified model, at no cost to the Purchasing Entity. 3.6 All Devices must be Newly Manufactured, current, Remanufactured, or Refurbished, except as specified in a Participating Addendum. Discontinued Devices are not permitted to be offered under the Master Agreement. 3.7 Devices, when installed, and if available, must be set-up to receive automatic software updates and patches. 3.8 Device specifications must be published on the Contractor website. 3.9 MSRP must not exceed what is listed with Buyers Laboratory Inc., or List Price must not exceed what is published on the Manufacturer's website. 3.10 Devices must maintain a PPM speed, according to Segment classification. 3.11 Devices must be compatible with using recycled paper, up to and including, 100% Post-Consumer Waste (PCW) paper. Contractor may not fault the use of recycled paper for Device failures, as long as the recycled paper in use meets the standard paper specifications (e.g., multi-purpose, copy, or laser paper). 4. Device Exceptions 4.1 Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F will not be restricted to OEM, and do not have to be Private Labeled. 4.2 Group C, Sub-Group C1, Sub-Group C2, and Group F are not required to be EPEAT registered or Energy Star compliant. 4.3 Digital Duplicators may be offered by Contractor under Group A, and must be priced based on the minimum discount offered in the Segment to which they most closely relate. 4.4 Under Group E, Contractor may offer Large/Wide Format Equipment that accommodates all paper sizes. Pricing shall be based on the discount offered for the Segment in which the Device belongs. 5. Accessories 5.1 Contractor shall provide OEM and/or Third Party compatible Accessories that compliment or enhance the features of the Device. 5.2 Contractor may also maintain a separate price list for Accessories for Base Units RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 35 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD that have been discontinued. The pricing must be based on the same discount offered, per the `Discount from MSRP' tab, on the applicable Group Price List. 5.3 Purchasing Entities may add Accessories to Devices that have been purchased, leased or rented under prior NASPO ValuePoint Master Agreements, as well as via any other means. If the Device is currently being leased or rented, Purchasing Entity must obtain Contractor approval to add Accessories. Purchasing Entities shall also be advised that obtaining Accessories from a Third Party and not the Contractor or their Dealer may void certain warranty or maintenance agreement provisions. 6. Remanufactured and Refurbished Equipment 6.1 Contractor may offer Remanufactured and/or Refurbished Equipment under any Group. 6.2 Remanufactured and Refurbished Equipment is not required to be EPEAT registered or Energy Star compliant. 6.3 Equipment can be acquired via a purchase or lease agreement. 6.4 Contractor must notify the Purchasing Entity in writing, when Remanufactured or Refurbished Equipment is being offered. 6.5 All Remanufactured or Refurbished Equipment must be clearly labeled as such, and must be certified by the Manufacturer. 6.6 Remanufactured Equipment must be priced according to the minimum discount offered for similar Equipment in the same Group and Segment of the resulting Master Agreement. 6.7 Refurbished Equipment shall be offered at a minimum discount of 10% less than the lowest priced Device of the Group and Segment to which the Refurbished Equipment belongs. 6.8 Service and Supplies for Remanufactured and Refurbished Equipment will receive the same pricing as the Published Price for the Group and Segment to which it belongs. 7. Group G - Software 7.1 May be provided by Contractor to enhance the capabilities of the Devices, or may be provided as a standalone option on any owned, leased or rented Device. 7.2 Software pricing for unique designs or complex configurations will be quoted on a case by case basis. 7.3 Contractor may provide OEM and/or Third Party software. 7.4 All software drivers shall be, at a minimum, Windows 10 compliant, and all Devices must have universal software drivers. 7.5 Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software, provided such terms do not contradict RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 36 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD the language in the Master Agreement, and unless otherwise stated in a Participating Addendum. 7.6 Software Subscriptions a. Software pricing shall be inclusive of available software patches and any updates. b. Purchasing Entities shall have the option to finance software subscriptions by utilizing the proposed lease rates. c. Any new releases of software versions (upgrades) shall be chargeable to the Purchasing Entity; however, Contractor may not charge for the installation of the software upgrade, unless installation is excessive, and charges are agreed to by Purchasing Entity. d. License fees and support fees shall remain firm throughout the term of the agreement. e. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. f. Contractor shall be responsible for communicating all updates, patches, and new releases/versions to Purchasing Entities. g. Contractor shall provide a web-based or toll-free hotline during Normal Business Hours for Purchasing Entities to report software problems or answer software related questions. 8. Group H — Supplies (consumable) 8.1 Contractor may offer OEM or compatible Ink and Roll paper for Group E Devices. The Ink and/or paper may be purchased as standalone items, and will not be included as part of a Maintenance Agreement, nor will it be wrapped into the Total Monthly Payment on a lease agreement. 8.2 Contractor may offer OEM or compatible consumable Supplies for Groups A, B, C, D and F, as well as Sub-Groups C1, C2 and D1. These Supplies may be purchased as standalone items or included as part of a Maintenance Agreement. Under no circumstances may the Supplies, regardless of quantity, be financed, unless they are start-up Supplies. All compatible Supplies must meet OEM standards for performance and quality. The Supplies that may be offered are: a. Toner; b. Staples; c. Ink; d. Print Cartridges; e. Imaging Drums; f. Fuser Kits; g. Cleaning Kits; h. Transfer Kits; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 37 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD i. Waste Toner Bottles; j. Fuser Oil; k. Ozone Filters; I. Ribbon; m. Developer; n. Rollers and Pads; and o. Maintenance Kits. 8.3 Toner must be free of carcinogenic, mutagenic, or teratogenic substances, and should avoid petroleum inks and inks with high volatile compounds. Toner cartridges should also be remanufactured, contain recycled content, or be bio- based. 8.4 Contractor shall provide the Purchasing Entity with a method to return the empty toner cartridges at no additional charge. 9. Service Offerings 9.1 Group I - Managed Print Services a. The main components of an MPS engagement are needs assessment, selective or general replacement of Devices, and the Service, parts and Supplies needed to operate the new and/or existing Devices, including existing Third Party Devices as owned by the Purchasing Entity. The Contractor tracks how the Device fleet is being used, the problems associated with that use, and customer satisfaction in regards to meeting statement of work objectives. b. In addition to the ongoing monitoring and management of a fleet of Devices, Contractor must also offer project implementation Services, and customer help-desk support and training. c. Contractor may also offer hourly Services for consulting purposes, project management, change management plans, and other staffed Services which meet customer needs such as to operate copy centers or complete back file scanning projects. d. MPS may also include enterprise content management Services and workflow optimization components, such as scanning and document capture solutions, developing custom applications for smart MFDs that automate paper-intensive document workflows and route scanned pages to document management systems. It can also be extended to include the restructuring of document workflows. Some MPS engagements may be designed to improve document security or to reduce print volumes and power consumption for environmental reasons. e. All MPS engagements shall require the Contractor and Purchasing Entity to complete a detailed statement of work, similar to the format referenced in Exhibit E, Sample MPS Statement of Work, and it must be approved by RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 38 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD both parties prior to the initiation of any engagement. f. Any MPS engagement shall include the following: i) Free Initial Assessment (includes, but is not limited to: document workflow; identification of Service, Supplies, and parts; current output; total cost of ownership; employee to Device ratio; preliminary estimated cost savings); ii) Implementation (e.g. plan development; hardware and software installation and set-up); iii) Remote Device Monitoring (e.g. job accounting; automated meter reads; automated toner replenishment); iv) End-user Support (e.g. training; Help Desk); and v) Account management (e.g. reporting; invoicing; customer business reviews). g. The MPS engagement may include, but is not limited to, the following: i) Professional Services (e.g. consulting; project management; record management; network and data security; document workflow consulting; document scanning; back-file conversion; mail-room Services); ii) Cost-based Assessment (e.g. asset mapping; end-user survey; detailed recommendation; analysis and plan design); iii) Change Management; iv) Maintenance (e.g. Preventative Maintenance; Service and repair; on- site break/fix; parts management; warranty management); v) Ongoing Fleet Management and Optimization (e.g. consumable spend; continual assessments; green initiatives; add/move/change Services; disaster recovery). vi) Software and Cloud Solutions (e.g. mobile print, pull-print, enterprise content management; automated workflow; capture and route; security); and vii) Cartridge Recycling. h. The free initial assessment shall not constitute a commitment on behalf of the Purchasing Entity. Upon request from a Purchasing Entity, Contractor must provide the assessment with the understanding that the Purchasing Entity is under no obligation to enter into an MPS engagement. i. MPS pricing and billing options shall be flexible and the Purchasing Entity will drive the complexity of the solution required with a staged approach to implementation. 9.2 Maintenance Agreements. No Maintenance Agreement shall be subject to automatic renewals. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 39 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD a. Pricing i) Pricing must include a zero base, cost per click rate for b&w and/or color for Groups A, B, C and D. ii) Pricing for a monthly base charge, a set copy allowance and an overage rate for b&w and/or color may also be provided. iii) Pricing for a monthly base charge, a set copy allowance, an overage rate for b&w and/or color, and Supplies may also be provided. iv) Flat Rate Fee pricing must be provided that includes all parts, labor, Preventative Maintenance, and Service Calls for Groups A, B, C and D. Supplies may or may not be included. v) Pricing for ALL Groups may also be provided that includes all parts, labor, Preventative Maintenance (if applicable), and Service Calls, but excludes Supplies. vi) Paper and ink for Group E Devices shall not be included as part of the Service and Supply pricing. vii) Contractor may increase their Service and Supply pricing to include staples (if applicable to the Device). viii) Contractor may provide a flat rate fee without staples, and a flat rate fee with staples. All flat rate fees shall allow for an annual increase of up to 5%. ix) Contractor may charge flat rate fees for Services performed on any Accessories. x) Service Calls due to misuse, neglect or abuse shall not be covered by the Maintenance Agreement, and Contractor and Authorized Dealers may bill the Purchasing Entity at an hourly rate for Services rendered. xi) 11"x17" impressions may be counted as one (1) click or two (2) clicks on Group A and C Devices. xii) Contractor may offer a one (1) click rate that encompasses all paper sizes for Group C Devices. AN) A two-sided document shall be counted as two (2) clicks. xiv) Contractor must not charge for scans on any MFD. b. Initial Term i) Pricing shall remain firm for the initial term of the Maintenance Agreement (e.g. 12, 24, 36 months etc.). Upon renewal of the Maintenance Agreement, Contractor may adjust the pricing, as long as the pricing does not exceed Master Agreement rates. ii) For leased Devices, the total Maintenance Agreement term shall be equal to the term of the lease (e.g. 24, 36, 48 months etc.). iii) For purchased Devices, the initial term is determined by the Purchasing Entity, as long as it does not exceed 60 months. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 40 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Renewal Term If a Purchasing Entity wishes to renew a Maintenance Agreement for Devices that were acquired under prior Master Agreement (RFP-NP-18-001) or Master Agreement (3091), then section ILA (9.2)(h) shall apply. d. Blended Rates i) Contractor must have the ability to blend the Service and Supply costs over a large Device fleet, and the Blended Rate must cover all units in the fleet. ii) The Blended Rate must be divided between b&w and color. iii) Contractor shall provide the Purchasing Entity with the Blended Rate calculation prior to Order placement. iv) Utilizing a Blended Rate shall be at the discretion of the Participating State or Entity, and/or the Purchasing Entity. e. Manual Meter Reads i) Contractor must have an electronic method for collecting meter reads from a Purchasing Entity. ii) Meter reads may be submitted via the Contractor's online portal, or through email, or facsimile. iii) A Participating State or Entity may also elect, at their discretion, to submit meter reads through the Device. f. Customer Owned Devices i) Purchasing Entities may elect to enter into a Maintenance Agreement for Devices they already own, or Devices they acquire through an up- front purchase. ii) The Maintenance Agreement may be priced on a flat rate fee, which shall include parts, labor, Preventative Maintenance (if applicable) and Service calls. Supplies may or may not be included. g. Leased Devices i) Contractor shall be required to provide a Maintenance Agreement on all Devices that are leased by a Purchasing Entity. ii) The Maintenance Agreement shall be priced based on a cost per click rate, or a monthly base charge. h. Legacy Devices i) Upon request from the Purchasing Entity, Contractor may provide a Maintenance Agreement on any Device that is owned or was leased or rented through Master Agreement (RFP-NP-18-001), Master Agreement (3091), or via any other means, providing the following conditions are met: 1) The Device has not reached the end of its Useful Life; 2) The maximum term of the Maintenance Agreement does not RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 41 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD exceed the Useful Life of the Device, unless otherwise specified in a Participating Addendum; and 3) The Maintenance Agreement adheres to the same requirements as outlined in sections ILA (9.2)(f) and ILA (9.2)(g). ii) Devices that were previously serviced by another Dealer or Manufacturer must be inspected and repaired, if necessary. Upon mutual agreement, Contractor may charge Purchasing Entity for any parts and/or labor required to bring the Device up to acceptable maintenance levels. iii) If the Device has been at the Purchasing Entity's location for less than five (5) years, then Maintenance Agreement pricing shall not exceed the new Master Agreement pricing, until the Purchasing Entity reaches the five (5) year mark. Refer to section ILA (9.2)(h)(iv) below for additional information. iv) If the Device has been at the Purchasing Entity's location for more than five (5) years, then Maintenance Agreement pricing shall not exceed 120% of the Service and Supply pricing in the new Master Agreement. B. Ancillary Product and Service Offerings 1. Sub-Group Categories. The following Products and Services are sub-groups of the Primary Product and Service Offering Groups. 1.1 Sub-Group G1 — Software Related Services. This is a sub-group of Group G — Software. This sub-group shall include, but not be limited to, the following Services: a. Cloud-based scanning (software as a service, enterprise content management); and b. Industrial Print solutions (back-file conversion, enterprise content management). 1.2 Sub-Group C1 — Standalone Production Devices. This is a sub-group of Group C—Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Cutters; b. Inline Finishers; c. Folders; d. Sorters; e. UV Coaters; and f. Binders. 1.3 Sub-Group C2 — Industrial Print Equipment. This is a sub-group of Group C — Production Equipment. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Digital Label Press; b. Digital Press; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 42 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. 3D Printers; d. 48" and larger Wide Format Printers (roll-fed, hybrid, flatbed); e. Continuous Feed Inkjet; f. High Speed Inkjet; and g. Decorative Print & Embellishment. 1.4 Sub-Group D1 — Specialty Printers. This is a sub-group of Group D — Single- Function Printers. Products offered under this sub-group are not restricted to OEM, and may include, but not be limited to, the following: a. Barcode labels; b. High Volume Inkjet; c. 3D Printers; d. Receipt printers; e. Card printers; and f. Cable printers. 2. Sub-Group Category Discounts. Products in Sub-Groups C1, C2 and D1 must be discounted at a minimum of 5% for OEM and a minimum of 2% for Non-OEM, unless such discounts would exceed the discount amount offered for OEM and Non-OEM within Group C and Group D, respectively. 3. Open Market Items 3.1 Contractor may offer Not Specifically Priced (NSP) items that compliment or enhance the Devices and/or Services offered under the Master Agreement. NSP items will not include: a. Interactive White boards; b. Computers, monitors, or other related hardware items; c. Fax machines; d. Kiosk machines; e. Overhead Projectors; and f. Cameras. 3.2 NSP items may only be acquired through the Contractor or their Authorized Dealer and must be reported quarterly with all other sales under the Master Agreement. 3.3 NSP items must be priced at a minimum discount of 15% from MSRP or List Price. 3.4 NSP items may be offered to a Purchasing Entity as a stand-alone option, and the maximum allowable amount of all NSP items in a single Order shall be determined by the Participating State or Entity. 3.5 It shall be at the discretion of the Participating State or Entity to allow Open Market Items in their Participating Addendum. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 43 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4. Emerging Technologies 4.1 Upon approval from the Lead State, Contractor may add new, related technology to the resulting Master Agreement. 4.2 Technology is not restricted to OEM, nor is it required to be Private Labeled. 4.3 Any new technology that a Contractor requests to add to their Price List must contain a full description of the Product, the MSRP and pricing information, and an explanation/justification as to how the Product conforms to the requirements of the RFP and Master Agreement. 4.4 Any new technology must be priced according to the lowest discount offered for any Product under the Master Agreement. No discount or a 0% discount does not qualify as a "lowest" discount. III. Purchase and Lease Programs A. Acquisition Methods. Contractor may offer the following: Financial Vehicle Standard Terms Offered Purchase N/A Fair Market Value Lease 12,18, 24, 36, 48 and 60 Capital Lease months Straight Lease 1. All Devices on Contractor's Price List may be purchased or leased, either as a packaged- deal, or stand-alone item. B. Device Trade-In 1. A Purchasing Entity shall have the option, at the Contractors sole discretion, and based upon Participating State or Entity regulations and laws, and Purchasing Entity policies, to do a Device Trade-In, when placing a purchase or lease Order. 2. The value for the Device Trade-In shall be negotiated by the Purchasing Entity and the Contractor, and shall not include any disposal or shipping fees. C. Lease Rates 1. Contractor may elect to include property tax in their lease rates, or they may bill the Purchasing Entity separately for property tax. 2. Once a Purchasing Entity enters into a lease agreement, the lease rate must remain fixed throughout the Initial Lease Term, regardless of whether the Contractor had increased their lease rates in the Master Agreement Price Lists. If Contractor has decreased their lease rates in their Price Lists, then they may extend that lower rate to the Purchasing Entity. 3. Device Payments for Renewal Terms must never exceed Master Agreement pricing. 4. If a Purchasing Entity enters into a Renewal Term, then the Device Payment will be subject to the lease rates listed in the most recent Price Lists posted on the NASPO ValuePoint website. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 44 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 5. Contractor may update lease rates on a quarterly basis to allow for changes in the financial market. The rates must be indexed against the US Daily Treasury Yield Curve Rates, or a comparable index, and must be the rate in effect at the end of each calendar quarter. 6. Lease rates must be proposed as a decimal multiplying factor in such a manner that the purchase price of the Device may be multiplied by the lease rate to arrive at the resulting monthly Device Payment. Proposed rates must include the following information: 6.1 The Daily Treasury Yield Curve (or comparable index) Rate; 6.2 The date used for the Daily Treasury Yield Curve (or comparable index) Rate; a. The fixed margin for each lease type being proposed, and how that margin is determined; and b. The methodology for determining the 48 month base rate if a 4-year rate is not published. 6.3 Contractor must offer Coterminous lease rates to any Purchasing Entity wishing to add Products to an existing lease agreement. The calculation for the Coterminous lease rates must adhere to the following methodology: For example: A customer enters into a 36 month FMV Lease, and 12 months into that lease, they decide to add an Accessory to the Base Unit. The Contractor shall divide the 36 month cumulative Device Payment by 24 months to arrive at the monthly Coterminous payment for that Accessory. That payment will then be added to the existing Device Payment. The new Total Monthly Payment must then be disclosed to the Purchasing Entity. D. Leasing Overview 1. All lease programs shall remain with the Contractor or Authorized Dealer through an in- house leasing program, or through the financial branch or subsidiary of Contractor. In addition, Contractor and their Authorized Dealer may use Third Party leasing companies, however; all Third Party leasing company documents must be reviewed and approved by the Lead State and said documents must be incorporated into the Master Agreement before any Participating State, Participating Entity, or Purchasing Entity can use them. It will be at the discretion of the Participating State, Participating Entity, or the Purchasing Entity as to whether billing shall be in the name of Contractor, Authorized Dealer or Third Party leasing company. All contractual obligations however, will still be the responsibility of the Contractor. 2. A Purchasing Entity may lease Devices pursuant to the terms and conditions in this Master Agreement, and according to the requirements listed in their states' Participating Addendum. 3. Lease agreements shall not be subject to automatic renewals. This is non-negotiable in any Particpating Addendum or Order. 4. A lease agreement issued prior to the termination of the Master Agreement and Participating Addendum, shall survive the termination of the Master Agreement and the Participating Addendum, and all terms and conditions of the Master Agreement and Participating Addendum shall continue to apply. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 45 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 5. With the exception of a $1 Buyout Lease arrangement, or unless exercising the purchase option on an FMV Lease, a Purchasing Entity shall return the Device at the end of the Initial Lease Term, or at the end of the Renewal Lease Term, or the Contractor may pick the Device up, without any further financial obligations to the Purchasing Entity. 6. Device pickups must be performed within thirty (30) calendar days of the end of the Initial or Renewal Term. 7. Device returns must be performed within thirty (30) calendar days after the Contractor or Authorized Dealer provides return shipping instructions to the Purchasing Entity. 8. If Purchasing Entity fails to make Device available for pickup after thirty (30) calendar days, then Contractor or Authorized Dealer may bill the Purchasing Entity, at the total monthly payment amount for such Device, for each month that the Device remains at Purchasing Entity's location. Contractor or Authorized Dealer is not permitted to bill the Purchasing Entity for failure of Contractor or Authorized Dealer to pickup the Device when Purchasing Entity has made it available. 9. Contractor and/or Authorized Dealers shall be responsible for all Device pickup and return costs. 10. The maximum term on any Initial Lease Term shall be 60 months. 11. The length of a Renewal Term shall be at the discretion of the Participating State or Entity, but at no time shall the Renewal Term exceed the Useful Life of the Device. 12. All Renewal Terms shall be billed on a monthly basis. 13. If a Purchasing Entity elects to enter into a month to month Renewal Term, they may cancel at anytime, without penalty, by giving Contractor thirty (30) days advance, written notice. 14. If a Purchasing Entity elects to enter into a 12-month Renewal Term, the Renewal Term will automatically terminate at the end of the 12-month period, unless the Purchasing Entity has notified the Contractor that they wish to enter into a new Renewal Term. If a Purchasing Entity wants to cancel their 12-month Renewal Term early, then early termination fees shall apply, and will be equivalent to the remaining stream of equipment payments only (i.e. less maintenance). E. Leasing Options 1. FMV Lease 1.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 1.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Exercise their purchase option; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 46 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD b. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or c. Return the Device to the Contractor, or have the Contractor pick the Device up. 2. Capital Lease ($1 Buyout Lease) 2.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12, 18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub- Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 2.2 Upon the expiration of the Initial Lease Term, the Contractor shall provide title to the Device to the Purchasing Entity, or as otherwise determined in a Participating Addendum or an Order, and the Purchasing Entity shall not be subject to any additional expense in order to assume possession of the Device. 3. Straight Lease 3.1 A Purchasing Entity shall have the option to enter into an Initial Lease Term of 12,18, 24, 36, 48, or 60 months for Group A, Group B, Group C, Sub-Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F, based upon the Contractor's available options, and at the discretion of the Participating State or Entity. 3.2 Upon the expiration of the Initial Lease Term, a Purchasing Entity may do one of the following: a. Renew the lease on a month to month basis, or a 12 month basis, at the discretion of the Participating State or Entity; or b. Return the Device to the Contractor, or have the Contractor pick the Device up. F. Leasing Terms and Conditions 1. Possession and Return of Leased Devices 1.1 The Purchasing Entity is responsible for risk of loss to the Devices while the Devices are in Purchasing Entity's possession. Purchasing Entity shall be relieved of all risks of loss or damage to the Devices during periods of transportation and de-installation. 1.2 Contractor or Authorized Dealer must notify a Purchasing Entity, in writing, of their End of Term (EOT)options at least sixty(60)days prior to the end of any Initial Lease Term. Such notification may include, but not be limited to, the following: a. Any acquisition or return options, based on the type of lease agreement; b. Any renewal options, if applicable; and/or c. Hard drive removal and surrender cost, if applicable. 1.3 If a Purchasing Entity desires to exercise a purchase, renewal, or return of the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 47 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Device, it shall give Contractor at least thirty (30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Purchasing Entity fails to notify Contractor of its intent with respect to the exercise of a purchase, renewal, or return of the Device, the Initial Lease Term shall be terminated on the date as stated in the Order and removal of the Device will be mutually arranged, unless otherwise specified in an Order. 1.4 If the Purchasing Entity does not exercise the purchase or renewal option, it will immediately make the Device available to Contractor in as good of condition as when Purchasing Entity received it, except for ordinary wear and tear. 1.5 Contractor shall not impose any charges on the Purchasing Entity for the removal of the Equipment, with the exception of Group C and Sub-Group C1 and Subgroup C2 Devices, in which case Contractor may charge Purchasing Entity a mutually agreed upon price for special rigging. 2. Payment. The first scheduled payment (as specified in the applicable Order), will be due following the Acceptance of the Device(s), or such later date as Contractor may designate. The remaining payments will be due on the same day of each subsequent month, unless otherwise specified in the applicable Order. 3. Buyout to Keep Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Keep option on an FMV or Capital Lease. A Buyout to Keep option is not available on a Straight Lease. 4. Buyout to Return Option. A Purchasing Entity must notify the Contractor or Authorized Dealer, in writing, at least thirty (30) days in advance, if they wish to exercise the Buyout to Return option on an FMV or Straight Lease, and return the Device to the Contractor in good working condition (ordinary wear and tear excepted). 5. Device Upgrade or Downgrade. A Purchasing Entity may do a Device Upgrade or Downgrade on a lease at anytime throughout the term of the lease agreement. The Purchasing Entity and the Contractor shall negotiate the price of the Device Upgrade or Downgrade, but at no time shall the total cost of the Device Upgrade or Downgrade be less than the remaining stream of Device Payments. 6. Non-appropriation of Funds. The continuation of any lease agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Purchasing Entity may terminate any such lease agreement, and Contractor waives any and all claim(s)for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Purchasing Entity's funding sources are not available. 7. Assignment. Purchasing Entity has no right to sell, transfer, encumber, sublet or assign the Device or any lease agreement without Contractor's prior written consent (which consent shall not be unreasonably withheld). 7.1 Purchasing Entity agrees that Contractor may not sell or assign any portion of Contractor's interests in the Device and/or these Lease Terms or any Order for leases, without notice to Purchasing Entity even if less than all the payments have RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 48 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD been assigned. In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. 7.2 No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. 8. Early Termination Charges Except in the case of Non-appropriation of funds, FMV, $1 Buyout, and Straight Leases shall be subject to an early termination charge, and shall involve the return of the Device (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Device, the termination charge shall not exceed the balance of remaining Device Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty-five percent (25%) of the remaining Maintenance Agreement term, whichever is less. 9. Default. Each of the following is a "default" under these lease terms: 9.1 Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; 9.2 Any representation or warranty made by Purchasing Entity in these lease terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease terms, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; 9.3 Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; 9.4 Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or 9.5 Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. 10. Remedies. If a Purchasing Entity defaults on a lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following, at the discretion of the Participating State or Entity: 10.1 Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; 10.2 Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: a. All past due payments and all other amounts payable under the lease agreement; b. All unpaid payments for the remainder of the lease term, discounted at a rate RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 49 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD equal to three percent (3%) per year to the date of default; and c. Require Purchasing Entity to deliver the Device to Contractor per mutual arrangements. IV. Contractor Responsibilities and Tasks A. Service Requirements 1. Technicians. All technicians must be factory trained by the OEM and certified to Service the Devices. 2. Standard Service Levels. Participating States and/or Entities may negotiate their own Service Level Agreement (SLA) with the Contractor. The SLA, must, at a minimum, adhere to the following requirements: 2.1 End-User Training a. Purchasing Entity may request an initial one-hour training session for each Device ordered under the Contract. Contractor shall provide this initial training, free of charge, via one of the following delivery methods: On-site, web-based, or on-line. The delivery method selected for each Device will be at Contractor's sole discretion. Purchasing Entity should be advised that while this initial one-hour of free training shall be provided by Contractor at Purchasing Entity's request, Contractor will not provide substitutions (e.g. free supplies, deeper discounts, etc.) in lieu of this training. b. Purchasing Entity may also request an additional one-hour training session for technical support, which shall include network connectivity and print driver installation. This additional training shall be provided via a delivery method mutually agreed upon by Contractor and Purchasing Entity, and at a mutually agreed upon price. c. If Purchasing Entity elects to exercise the training option, then Contractor shall provide the training within ten (10) Business Days of Purchasing Entity's request. d. Contractor may offer additional on-site, one-hour training sessions for a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agreed upon, prior to Order placement. e. Contractor must provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Device independently. Pricing for operational training shall be based on a flat rate fee. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity, and mutually agree upon, prior to Order placement. f. Contractor shall provide Device literature, user-manuals, and access to on- line resources, if available, at no charge to the Purchasing Entity. g. For Groups A, B, C, D, E, and Sub-Groups C1, C2, and D1, Contractor shall provide a no charge, toll-free end-user technical support number that Purchasing Entities can utilize for everyday minor troubleshooting (i.e. this RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 50 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD does not include network connectivity or print driver installation). A Purchasing Entity must be able to obtain assistance during Normal Business Hours. h. Contractor shall provide phone/technical support within two (2) hours of Purchasing Entity's request for assistance, providing such request, and subsequent support, falls within normal business hours. 2.2 Preventative Maintenance. Contractor must perform all Preventative Maintenance Services at the Manufacturer's suggested intervals, or as specified in an Order. Preventative Maintenance shall not be a requirement on desktop Devices. 2.3 Device Performance a. Device Downtime shall be computed from the time the Contractor is notified of Device failure until the time in which the Device is fully operational. b. Device Downtime due to lack of consumable Supplies is not acceptable. c. Contractor must provide daily communication to the Purchasing Entity regarding inoperable Devices, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order. 2.4 Loaner Device. If any Device in Group A or Group B is inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide the Purchasing Entity with: a. A loaner Device of similar speed and capabilities until such time as the inoperable Device is now operable; or b. At the discretion of the Participating State or Entity, provide the Purchasing Entity with off-site manned production capabilities, at the sole cost to the Contractor, to accomplish the work of the Device that is inoperable. c. If any Device in Group C or Sub-Groups C1 and C2 are inoperable for two (2) Business Days, due to Device malfunction, as reasonably determined by Contractor, then Contractor shall provide access to an off-site manned production facility as an accommodation to the Purchasing Entity. 2.5 Repair Parts a. Contractor shall guarantee the availability of repair parts for a minimum of five (5) years after the Purchasing Entity's Acceptance of any Device. b. All Device components, spare parts, application software, and ancillary Devices that are supplied under any resulting Master Agreement, must conform to Manufacturer specifications. c. Contractor shall be responsible for ensuring that any repair parts are operable and installed in accordance with Manufacturer specifications. d. Repair parts may be new, reconditioned, reprocessed or recovered. 2.6 Service Zones a. Unless otherwise specified in a Participating Addendum, Contractor shall RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 51 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD adhere to the following Service Call Response Times based on the distance that their Service Base Location is from the Purchasing Entity: Service Definition Response Time Zone Urban Within 60 miles 4 - 6 Hours Rural 60 — 120 miles 1 - 2 Business Days 120+ miles, or only Remote accessible by plane or 4—5 Business Days by boat b. Repair or replacement of parts and/or Devices shall occur within four (4) Business Days of Contractor arriving at Purchasing Entity's location, with the following exception: i) If Contractor is drop-shipping a new Device to replace a defective Device, then Purchasing Entity must receive the new Device within three (3) Business Days. c. Contractor(s) may charge different rates according to each Service Zone. 2.7 Service Logs a. Contractor shall maintain a Service log which describes the maintenance and repair Services provided for each Device. b. A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request. 2.8 Device Relocation a. Device relocation Services include dismantling, packing, transporting, and re- installing Device. b. Contractor may charge for this Service based on the following table: However, additional relocation charges may be charged for Group C and Sub-Group C1 and C2 Devices. Service Distance from current Charge Zone placement of Device 1 Within the same building No Charge Allowed* Up to 50 miles from building in Flat Rate Fee, plus 2 which Device is currently placed Per Mile or Hourly Fee More than 50 miles from Flat Rate Fee, plus 3 building in which Device is Per Mile or Hourly currently placed Fee *Contractor may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity's demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Contractor and Purchasing Entity prior to any Device relocation in Zone 1. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 52 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD c. Contractor may not charge for any fees incurred due to fuel or tolls. d. Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written, but Contractor must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event that there will be a delay in these Services, Contractor shall communicate with Purchasing Entity and agree on a mutually beneficial time-frame. e. Contractor is required to offer Device relocation services for all leased Equipment. 3. Meter Read Invoicing 3.1 In order for Contractor to generate accurate invoices, Purchasing Entities shall provide meter reads within the Contractor's requested time-frame. 3.2 Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. 3.3 The Purchasing Entity shall provide written notice of any such alleged invoicing issue and the Contractor will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. 3.4 Failure on the Contractor's part to maintain accurate invoicing shall result in a $25.00 per instance credit on the following month's invoice. 4. Reporting 4.1 Service Level Calculations a. At the discretion of the Participating State or Entity, Contractor shall produce reports that can be measured against the required SLA components. b. The Participating State or Entity shall determine how the reports will be utilized and whether liquidated damages will be assessed for failure to meet the SLA requirements. Any liquidated damages or penalty structure shall be defined in the Participating State or Entity's Participating Addendum. 4.2 Periodic Reporting. Contractor shall provide periodic reporting to all Purchasing Entities upon request. The reports shall be provided on a quarterly basis, or at the discretion of the Participating State or Entity. a. The report shall include the following: i) Number of Service Calls placed; ii) Response Time per Device; iii) Dates that Preventative Maintenance was performed, if applicable; and iv) Estimated end of Useful Life per Device, based on current usage. b. The report may include, but not be limited to, the following: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 53 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD i) Location of Devices; ii) Click usage per Device; and iii) EPEAT certification level of each Device. B. Customer Service 1. Key Personnel. Contractor shall ensure that staff has been allocated appropriately to ensure compliance with the resulting Master Agreement and subsequent Participating State or Entity requirements and that the individuals occupying the Key Personnel positions have adequate experience and knowledge with successful implementation and management of a national cooperative contract. Contractor shall provide a single point of contact for the following: 1.1 Master Agreement Contract Administrator — shall be the Lead State's primary contact in regards to Contract negotiations, amendments, Product and Price List updates, and any other information or documentation relating to the Master Agreement; 1.2 NASPO ValuePoint Reporting Contact — shall be responsible for submitting quarterly reports and the quarterly Administrative Fee to the appropriate personnel; 1.3 Master Agreement Marketing Manager — shall be responsible for marketing the resulting Master Agreement, as well as creating Participating State websites, and ensuring that all uploaded data and content is current; and 1.4 National Service Manager — shall be responsible for overseeing the Regional Service Managers, Field Service Technicians, training, and inside Service operations. This position will work with the Lead State Contract Administrator to ensure contractual obligations are met, while providing leadership for the Contractor's operations, as well as strategic planning of the Service department. 2. Single Point of Contact. Contractor shall provide a single point of contact for each Participating State, who will handle any questions regarding the Products provided, as well as pricing, delivery, billing, reporting, status of Orders, customer complaints and escalated issues. 3. Service and Support Hours. Contractor must provide full Service and support for Products during Normal Business Hours. 4. Customer Service Team. Contractor shall also have a designated customer service team who shall be available by phone (via local or toll free number), fax, or email during Normal Business Hours. 5. Additional Coverage. Contractor may offer additional coverage beyond Normal Business Hours for any Device that needs to be serviced. Such coverage shall be billed to the Purchasing Entity at an hourly rate. 6. Online Access. Customer service representatives shall have online access to account information and be able to respond to inquiries concerning the status of Orders (shipped or pending), delivery, back-orders, pricing, Product availability, Product information, and account and billing questions. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 54 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD C. Authorized Dealers 1. Contractor can engage Authorized Dealers to provide Products and/or Services. 2. In the event a Contractor elects to use Authorized Dealers in the performance of the specifications, the Contractor shall serve as the primary Contractor, and shall be fully accountable for assuring that their Authorized Dealers comply with the terms and conditions of the resulting Master Agreement, and any Participating Addendum, and shall be liable in the event Authorized Dealers fail to comply with such terms and conditions. 3. Authorized Dealers shall be expected to stay current with Contractor Products, pricing, Master Agreement, and Participating Addendum requirements, and Contractor shall provide training to all of their Authorized Dealers at least once per calendar year, or as otherwise determined by the Lead State. 4. Authorized Dealers shall have the ability to accept Orders from a Purchasing Entity and invoice them directly, unless otherwise stated in a Participating Addendum. 5. Contractor shall send notice to the Lead State, utilizing Exhibit C, Authorized Dealer Form and Exhibit D, Authorized Dealers by State, within three (3) calendar days of engaging or removing a Dealer. 6. The Lead State reserves the right to deny the addition of any Authorized Dealer and will provide notification to the Contractor with justification as to why the decision was reached. In addition, it will be at the discretion of each Participating State or Entity as to whether they will utilize the Authorized Dealers as approved by the Lead State. Under no circumstances is a Participating State or Entity permitted to use a Dealer that has not been approved by the Lead State. 7. If an Authorized Dealer is performing unsatisfactorily, or is not in compliance with the Master Agreement, then it shall be at the discretion of the Lead State, upon recommendation from the Participating State, to: 7.1 Require the Dealer to attend remedial training with either the Contractor or the Lead State or; 7.2 Remove the Dealer from the Contract, or in the case of multiple branch locations in one state, or multiple states, remove them as a Dealer from the location in which they are not in compliance. D. Device Demonstration Requirements 1. Contractor may offer trial or demonstration Devices for Group A, Group B, Group C, Sub- Group C1, Sub-Group C2, Group D, Sub-Group D1, Group E, and Group F. 2. Trial or demonstration Devices may be new or used; however, no used, Remanufactured, or Refurbished Devices shall be converted to a purchase or lease. 3. At the discretion of the Participating State or Entity, and upon request by a Purchasing Entity, showroom Devices for Groups A, B, and C may be converted to a purchase or lease, providing the following conditions are met: 3.1 The meter count on Group A and Group B Devices does not exceed 10,000 copies total (i.e. b&w and color combined); RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 55 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 3.2 The meter count on Group C Devices does not exceed 50,000 copies total (i.e. b&w and color combined); 3.3 The Device must be discounted by at least 5% off of the Master Agreement pricing for that same Device; and 3.4 The Purchasing Entity and the Contractor indicate on the Order that the Device is a showroom model. 4. Any trial or demonstration period shall be free to the Purchasing Entity and shall not exceed thirty (30) calendar days. 5. If Purchasing Entity does not make the demonstration Device available for pickup after thirty (30) calendar days, then Contractor may bill the Purchasing Entity for use of Device for each day that it remains at Purchasing Entity's location. Such rates shall not exceed current market standards. E. Device Installation Requirements 1. Prior to Order Acceptance, Contractor must advise Purchasing Entity of any specialized installation and site requirements for the delivery and installation of Device. This information should include, but is not limited to, the following: 1.1 Air conditioning; 1.2 Electrical; 1.3 Special grounding; 1.4 Cabling; 1.5 Space; 1.6 Humidity and temperature limits; and 1.7 Other considerations critical to the installation. 2. The Purchasing Entity shall be responsible for furnishing and installing any special wiring or dedicated lines. 3. Network installation shall include configuration of the Device for the proper network protocols, and installation of the appropriate print drivers on up to five (5) computers per Device, or as otherwise specified in a Participating Addendum. 4. If applicable, all Devices must be set-up with Preventative Maintenance notifications turned on, and with the most environmentally responsible defaults enabled, including Energy Star saving settings. 5. Contractor may charge for excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the Purchasing Entity prior to the signature of any Order, and shall be based on the actual expenditures of Contractor or Authorized Dealer. 6. Contractor or Authorized Dealers shall affix a label or a decal to the Device at the time of installation which shows the name, address, and telephone number of Contractor or Authorized Dealer responsible for warranty Service of the Device. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 56 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 7. Contractor shall clean-up and remove all debris and rubbish resulting from their work as required by the Purchasing Entity. Upon completion of the work, the premises shall be left in good repair and in an orderly, neat, clean, and unobstructed condition. F. Security Requirements 1. Network and Data Security 1.1 Devices may be configured to include a variety of data security features. The set- up of such features shall be at the discretion of the Purchasing Entity, and all costs associated with their implementation must be conveyed by Contractor prior to Order placement. 1.2 Contractor will not be permitted to download, transfer, or access print data stored on the Device in either hard drive or chip memory. Only system management accessibility will be allowed. 1.3 Contractor shall ensure that delivery and performance of all Services shall adhere to the requirements and standards as outlined in each Participating State or Entity's Participating Addendum. 2. Sensitive Information. Sensitive information that is contained in any Legacy Devices or applications shall be encrypted if practical. In addition, sensitive data will be encrypted in all newly developed applications. Since sensitive information is subjective, it shall be defined by each Participating State or Entity in their Participating Addendum. 3. Data Breach. Contractor shall have an incident response process that follows National Institute of Standards and Technology (NIST) standards as referenced in the NIST Computer Security Incident Handling Guide, which can be downloaded at I ,1. a .-J�...........................:..inert. ov/ ulhlliicatiioins/com uteir seCuiriit iiinciideint handlliiin uiide, and it shall include, at a minimum, breach detection, breach notification, and breach response. Further, Contractor shall notify the impacted Purchasing Entity within 72 hours of learning of such breach. 4. Authentication and Access 4.1 Any network connected Device must offer authentication for all features via LDAP and/or Windows AD, as well as the ability to disable authentication for any or all features. 4.2 Any network connected Device must have the ability to connect via Dynamic Host Configuration Protocol (DHCP) or Static IP address. 4.3 The credential information for any remote authentication method may not be maintained within the Device's memory. 4.4 Access to the Device's administrative functions must be password protected per the Participating State or Entity requirements, and the default settings must be changed at the time of Device installation. 5. Hard Drive Removal and Surrender 5.1 Contractor shall ensure that all hard drive data is cleansed and purged (if capable) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 57 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD from the Device at the end of its Useful Life, or when any hard drive is repossessed by Contractor; or 5.2 At the Participating State or Entity's discretion, Contractor shall remove the hard drive from the applicable Device and provide the Purchasing Entity with custody of the hard drive before the Device is removed from the Purchasing Entity's location, moved to another location, or any other disposition of the Device. The Purchasing Entity shall then be responsible for securely erasing or destroying the hard drive. 5.3 If Contractor takes possession of any Device at a Purchasing Entity's location, then they shall also remove any ink, toner, and associated Supplies (drum, fuser, etc.) and dispose of them in accordance with applicable law, as well as environmental, and health considerations, or as otherwise specified in a Participating Addendum. 5.4 Hard drive sanitation shall be at no expense to the Purchasing Entity, however; Contractor may charge the Purchasing Entity a fee if the Purchasing Entity elects to keep the hard drive in their possession. Contractor must disclose the price for removal and surrender of the hard drive, prior to Order placement. 5.5 If the hard drive is not removable, or the Device does not contain a hard drive, then Contractor must convey this to the Purchasing Entity at the time of Order placement. In the case of a non-removable hard drive, section IV.I (5.1) shall apply. 5.6 If Contractor is removing another Manufacturer's Device, they are not permitted to remove the hard drive. Only the Manufacturer or their Authorized Dealer shall remove hard drives in their own Devices. Contractor shall work with the Manufacturer to ensure the requirements pursuant to this section are met. G. Contractor Notices. Contractor shall notify the Lead State, Participating States, Participating Entities and all Purchasing Entities of any recall notices, warranty replacements, safety notices, or any applicable notice regarding the Products being sold. This notice must be received in writing (via postal mail or email) within thirty (30) calendar days of Contractor learning of such issues. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 58 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT B — SAMPLE D&A CERTIFICATE NASPO VALUEPOINT MASTER AGREEMENT NO. AND THE STATE OF Insert Name of Participating State PARTICIPATING ADDENDUM NO. WITH Insert Name of Contractor To: Insert Name of Contractor or Authorized Dealer Pursuant to the provisions of the Master Agreement and Participating Addendum, Purchasing Entity hereby certifies and warrants that (a) all Equipment described in the Order has been delivered and installed; (b) Purchasing Entity has inspected the Equipment, and all such testing as it deems necessary has been performed by Purchasing Entity and/or Contractor to the Satisfaction of Purchasing Entity; and (c) Purchasing Entity accepts the Equipment for all purposes of the Order. Insert name of Purchasing Entity By: Title: Date: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 59 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT C —AUTHORIZED DEALER FORM Manufacturer Name: (Check one) ❑ The Dealer listed below is authorized to provide Products and Services in accordance with the NASPO ValuePoint Multi-Function Devices and Related Software, Services and Cloud Solutions Master Agreement. ❑ The Dealer listed below will no longer provide Products and Services under the NASPO ValuePoint Multi- Function Devices and Related Software, Services and Cloud Solutions Master Agreement for the following reason (required): State(s) Serviced by Dealer: Dealer Name: Address: Phone (include Toll-Free, if available): Contact Person(s): Email Address: FEIN: Signed: Date: (Contractor Representative) Signed: Date: (Authorized Dealer Representative) (Print First and Last Name of Authorized Dealer Representative) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 60 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT D - AUTHORIZED DEALERS BY STATE Exhibit D- Authorized Dealers b) RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 61 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD EXHIBIT E — SAMPLE MPS STATEMENT OF WORK Agency/Customer: F Contractor: Contact Name: F Contact Name: Address: F Address: Email: F Email: Phone: F Phone: IF Fax: F Fax: Contractor website: Print Assessment Period of Date: Performance: Statement of Work must incorporate the following documents: NASPO ValuePoint Master Agreement# 140602 [Imbed document here] Participating Addendum # [Imbed document here] Contractor's Print Assessment (Imbed document her., Statement of Work, at a minimum, must include the following elements: 1. Introduction: Describe your current environment. What is your inventory, including owned, rented, or leased Devices? 2. Scope: Include Project scope (i.e. single function, multi function printers etc.) and software 3. Out of Scope: This Project does not cover the following functions or deliverables: 4. Objective: The main objective of this project is: System and procedures will be set up to allow: 5. Location: Enter all physical locations of where work will be performed 6. Discovery/Assessment: Contractor will be required to discover/assess Purchasing Entity print environment as described below: RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 62 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Deliverables: Describe the deliverables for Discovery/Assessment Checkpoints: Describe the checkpoints for Discovery/Assessment 7. Data Security Include description of data security requirements 8. Data Breach Describe any data breach requirements 9. Equipment Guarantees Describe downtime, on-site service, response time etc. (Note: this section must, at a minimum, adhere to the some requirements as outlined in the Master Agreement and/or Participating Addendum) 10. End of Life/Equipment replacement Insert description of end of lif%quipment replacement process 11. Implementation: Deliverables: Describe the deliverables for Implementation Checkpoints: Describe the checkpoints for Implementation User Acceptance Testing: Describe User Acceptance Testing for Implementation Production Rollout: Describe the Production Rollout for Implementation 12. Contractor Staff and Support Describe Contractor staff roles and their availability 13. Purchasing Entity Roles and Responsibilities Insert description of Purchasing Entity Roles and Responsibilities including: Contacts: Project Manager End-User Representative System Administrator Technical Support General and Technical Responsibilities: Insert description of Purchasing Entity Roles and Responsibilities 14. Performance Penalties Insert description of Contractor Performance Penalties RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 63 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 15. Payment Describe billing cycles and invoice information This Agreement is entered into by and between the [Purchasing Entity], located at[Agency address]and [Contractor] licensed to conduct business in the State of _ ("Contractor"), located at [Contractor address]for the purpose of providing Managed Print Services. The signatories to this Managed Print Services Agreement represent that they have the authority to bind their respective organizations to this Agreement. In Witness Whereof, the parties hereto, having read this Managed Print Services Agreement in its entirety, including all attachments, have executed this Agreement. This Agreement is effective this day of , 2 Initial term of this Agreement is year(s) or until Maximum term of this Agreement is five (5) years, or until Contractor Signature Date Purchasing Entity Signature Date Contractor or Authorized Dealer Printed Name,Title Purchasing Entity Printed Name,Title RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 64 oucusign Envelope ID: 1oeoss1c+F7s-4uo*-Bn1*7u7soF7rEao ATTACHMENT 1 — CANON LEASE AGREEMENT Cal"01"��" �� NASPO LEASE AGREEMENT AGREEMENT NUMBER CUSTOMER(FULL LEGAL NAME) DBA PHONE BILLING ADE RESS CITY COUNTY STATE ZIP EQUIPMENT ADDRESS CrTy COUNTY STATE ZIP EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS QUantity Serial Number Make/ModeliDescription Number of Payments Total Payment* Plus Applicable Taxes TERM PAYMENTFREQUENCY TYPE OF LEASE (in rnoahg) FlMonthly FIQuarterly POther. 0 Fair Market Value F Straight Lease F Capital Lease THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN, CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH/m THIS AGREEMENT. COMMENTS AUTHORIZED CUSTOMER SIGNATURE By:X Tile Printed Name: Email Address: Printed Name: Email Address: ACCEPTANCE CERTIFICATE Customer certifies that(a)the Equipment referred to in this Agreement has been received,(b)installation has been completed,(c)the Equipment has been examined by Customer and is in good operating order and condition and is,in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement.Accordingly,Customer hereby authorizes billing under this Agreement. Signature: Printed Name: Title(if any): Date: TERMS AND CONDITIONS 1. AGREEMENT: CFS leases toCustomer, and Customer leases from CFS, with its place of business at 158 Gaither Orive, Suite 200. Mount Laurel, New Jersey 08O54. all the equipment described above, together with all replacement parts and substitutions for and additions to such equipment("Equipment"), upon the terms and conditions set forth in this NASPO Lease Agreement(''Agreement'). 3. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment in delivered to Customer (''Commencement Date"), provided Customer executes CFG' form of acceptance ("Acceptance Certificate'') or otherwise accepts the Equipment anspecified h i The term ofthi Agreement b i the Commencement Dat later date that CFS designates ("Agreement Date"), and shall consist of the payment periods specified above and any renewal periods. After acceptance of the Equipment, Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof, except as set forth herein. The term of this Agreement shall end, unless sooner terminated by CFS after an event of default or under the Fiscal Funding provision, when all amounts required to be paid by Customer under this Agreement have been paid as provided. Except as provided herein, Customer has no right to return the Equipment to CFS. 3. RENEWAL OF LEASE; RETURNS OR PURCHASES OF EQUIPMENT; BUYOUTS: Leases oho|| not be subject to automatic nenavva|e, except as hereafter provided. With the exception of Capital Lease arrangement, or unless exercising the purchase option on an FK4V Laaaa. Customer shall return the Equipment at the and of the initial |aaaa term, or at the end of the Renewal Lease Term, or CFS may pick the Equipment up, without any further financial obligations to Customer. F%K/1~Leases Upon expiration of the initial lease term. Customer may do one of the following: (1) Exercise its purchase option, or; (2) Renew the lease on e month to month basis, or 12-month baaia, at the discretion of Customer, or; (3) Return the Equipment to CFS. or have CFS pick the Equipment up. Capital Leases Upon the expiration of the initial lease term, CFSuha|| provide title to the Equipment tu the Customer, oruuotherwise determined in a NASPO Va|uePoint Participating Addendum ("Participating Addendum"), and Customer shall not be subject to any additional expense in order to assume possession of the Equipment. Straight Leases Upon the expiration RFP-NP'25'001. Multi-Function Devices and Related Software, Services and Cloud Solutions 65 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD of the initial lease term, Customer may do one of the following: (1) Renew the lease on a month to month basis, or a 12- month basis, at the discretion of Customer, or; (2) Return the Equipment to CFS, or have CFS pick the Equipment up. If Customer desires to exercise a purchase, renewal, or return of the Equipment, it shall give CFS at least thirty(30) days written notice prior to the expiration of such lease term. Notwithstanding anything to the contrary, if Customer fails to notify CFS of its intent with respect to the exercise of a purchase, renewal, or return of the Equipment, the initial lease term shall be terminated on the date as stated in the Order and removal of the Equipment will be mutually arranged, unless otherwise specified in a Participating Addendum. Notwithstanding the foregoing, if Customer fails to notify CFS at least thirty(30) days prior to lease termination of a digital press Production Device and/or Industrial Print Equipment, then the lease will automatically renew on a month-to-month basis until Customer notifies CFS of its intent. In such a case, the automatic renewal term shall not exceed a maximum of 12 monthly payments. At which point in time, CFS will make arrangements to pick up the Equipment from Customer. If Customer does not exercise the purchase or renewal option, it will immediately make the Equipment available to Contractor in as good of condition as when Customer received it, except for ordinary wear and tear. Equipment Payments for renewal terms shall never exceed Master Agreement pricing. If Customer enters into a renewal term, then the Equipment Payment will be subject to the lease rates listed in the most recent Price List(s) posted on the NASPO ValuePoint website. Customers under FMV or Capital Leases shall have a Buyout to Keep Option. Customers under FMV, Capital or Straight Leases shall have a Buyout to Return Option. The Buyout to Return Option price shall be the Remaining Lease Balance (as hereinafter defined). The Buyout to Keep Option shall be the Remaining Lease Balance, less the Fair Market Value (as hereinafter defined). Customer must notify the CFS, in writing, at least thirty(30)days in advance, if it wishes to exercise the Buyout to Keep option on an FMV or Capital Lease. Customer must notify CFS, in writing, at least thirty(30) days in advance, if it wishes to exercise the Buyout to Return option on an FMV, Capital or Straight Lease, and return the Equipment to CFS in good working condition (ordinary wear and tear excepted). 4. PAYMENTS: Customer agrees to pay to CFS, as invoiced, during the term of this Agreement the payments specified under"Number and Amount of Payments" above ("Payments"). Such Payments are comprised of the principal and interest thereon. Customer's obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatements, set-off, defense or counterclaim for any reason whatsoever. 5. APPLICATION OF PAYMENTS: All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge as shown on the invoice for each such amount, and among amounts having the same date in such order as CFS, in its discretion, may determine. 6. NO CFS WARRANTIES: CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE EQUIPMENT. CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED "AS IS"AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Equipment made by the manufacturer, dealer, or supplier is separate from, and is not a part of, this Agreement and shall be for the benefit of CFS, Customer and CFS' successors or assignees, if any. So long as Customer is not in breach or default of this Agreement, CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, dealer, or supplier)which CFS may have with respect to any item of Equipment; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, dealer, or supplier and shall not include any implied warranties arising solely from CFS' acquisition of the Equipment. CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS. 7. NON-APPROPRIATION OF FUNDS: The continuation of any lease or rental agreement will be subject to, and contingent upon, sufficient funds being made available by the Participating State Legislature and/or federal sources. The Customer may terminate any such lease or rental agreement, and CFS waives any and all claim(s)for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the Customer's funding sources are not available. 8. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or other confirmation of Customer's acceptance of the Equipment, shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not for any reason revoke that acceptance; however, if Customer has not, within five (5) days after delivery of such Equipment, delivered to CFS written notice of non- acceptance, specifying the reasons therefor and specifically referencing this Agreement, Customer shall be deemed to have irrevocably accepted such Equipment. CFS is the lessor and Customer is the lessee of the Equipment under this Agreement. 9. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein except with the prior written consent of CFS. Customer shall keep the Equipment free and clear of all claims and liens other than those in favor of CFS. Customer's legal name (as set forth in its constituent documents filed with the RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 66 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD appropriate governmental office or agency) is as set forth herein. The chief executive office address of Customer is as set forth herein. Customer shall provide CFS with written notice at least thirty(30) days prior to any change of its legal name or chief executive office address, and shall execute and deliver to CFS such documents as required or appropriate. 10. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Equipment will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes CFS (and any third party filing service designated by CFS)to execute and file (a) financing statements evidencing the interest of CFS in the Equipment(including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 11. RESERVED. 12. MAINTENANCE; ALTERATIONS: Customer shall at all times maintain and keep in effect a service contract, through one of Contractor's Authorized Dealers under the NASPO ValuePoint Master Agreement("Master Agreement") or by other contractual arrangements, to keep and maintain the Equipment in good working order and to supply and install all replacement parts and accessories when required to maintain the Equipment in good working condition. Customer shall not, without the prior written consent of CFS, make any changes or substitutions to the Equipment. Any and all replacement parts, accessories, authorized changes to and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this Agreement. 13. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest, and administrative fees now or at any time imposed upon any Equipment, the Payments, or Customer's performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, CFS shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse CFS, upon demand, for all such payments made plus administrative fees and costs, if any. Notwithstanding the generality of the foregoing, Customer shall not be liable for property taxes, which shall be the sole responsibility of CFS. 14. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) insurance against the loss, theft, or damage to the Equipment for the full replacement value thereof, and (b) comprehensive public liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount, and with companies satisfactory to CFS. Each insurer providing such insurance shall name CFS as additional insured and loss payee and provide CFS thirty(30) days'written notice before the policy in question shall be materially altered or canceled. Customer shall pay the premiums for such insurance, shall be responsible for all deductible portions thereof, and shall deliver certificates or other evidence of insurance to CFS. The proceeds of such insurance, at the option of CFS, shall be applied to (a) replace or repair the Equipment, or(b) pay CFS the "Remaining Lease Balance,"which shall be the sum of: (i)all amounts then owed by Customer to CFS under this Agreement; plus (ii)the present value of all remaining Payments for the full term of this Agreement; plus(iii) except in the case of Capital Leases, the Fair Market Value of the Equipment(as defined herein); plus (iv) any applicable taxes, and any expenses, charges or fees which may be payable as otherwise provided herein or in the Master Agreement or the applicable Participating Addendum. For purposes of determining present value, Payments shall be discounted at three percent(3%) per year. Customer hereby appoints CFS as Customer's attorney-in-fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage to Equipment under any such insurance policy. If within ten (10) days after CFS' request, Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right, but not the obligation, to obtain insurance covering CFS' interests in the Equipment, and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer under this Agreement. CFS and any of its affiliates may make a profit on the foregoing. 15. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever, effective upon delivery to the Customer, except that Customer shall be relieved of all risks of loss or damage to the Equipment during periods of transportation and de-installation. No such loss, theft or damage shall relieve Customer of any obligation with respect to its lease of the Equipment. If any Equipment is lost or stolen, Customer, at the option of CFS, will (a) replace the same with like equipment in a condition acceptable to CFS and convey clear title to such equipment to CFS (and such equipment will become "Equipment" and be subject to the terms of this Agreement), or(b) pay CFS the Remaining Lease Balance. Upon CFS' receipt of the Remaining Lease Balance, CFS shall transfer the applicable Equipment to Customer"AS-IS, WHERE-IS" without any representation or warranty whatsoever, except for title, and this Agreement shall terminate with respect to such Equipment. 16. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement: (a) Customer fails to pay any Payment within forty-five (45)days (or as otherwise agreed to in a Participating Addendum) of its due date; (b)Any representation or warranty made by Customer in these lease terms or in the Master Agreement is RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 67 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD false or incorrect and Customer does not perform any of its obligations under these lease terms or in the Master Agreement, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after CFS has notified Customer; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d)Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or(e) Customer stops doing business as a going concern or transfers all or substantially all of Customer's assets. 17. REMEDIES: If Customer defaults on a lease, then CFS, in addition to, or in lieu of, the remedies set forth in the Master Agreement, and Participating Addendum, may do one or more of the following: (a) Cancel or terminate the Order; (b) Require Customer to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to the Remaining Lease Balance. 18. EXPENSES OF ENFORCEMENT: Customer shall reimburse CFS for all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in enforcing any of the terms of this Agreement, including, without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought. If CFS should bring court action, Customer and CFS agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by CFS shall be deemed reasonable for purposes of this Agreement. 19. ASSIGNMENT: (i) Customer has no right to sell, transfer, encumber, sublet or assign the Equipment or any lease agreement without Contractor's prior written consent(which consent shall not be unreasonably withheld). (ii) CFS may not sell or assign any portion of CFS' interests in the Equipment or any Order for leases, without notice to Customer even if less than all the payments have been assigned. In that event, the assignee (the"Assignee") will have such rights as CFS assigns to them, but none of CFS' obligations (CFS will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Customer may have against CFS. 20. DATA: Customer acknowledges that the hard drive(s)on the Equipment, including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment("Data"). Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS, if any, is purely incidental to the services performed by CFS. CFS does not have an obligation to erase or overwrite Data upon Customer's return of the Equipment to CFS. This section survives termination or expiration of the lease term under the applicable Order. The terms of this section are without limitation of Contractor's obligations with respect to Data under the Master Agreement, the applicable Participating Addendum, and the applicable Order. 21. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under the applicable Order, in inverse order of maturity, and thereafter shall be refunded. If the lease under any Order is characterized as a conditional sale or loan, Customer hereby grants to CFS, its successors and assigns, a security interest in the Equipment to secure payment and performance of Customer's obligations under such Order. 22. UCC-ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A "FINANCE LEASE"AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A") AND THAT CFS IS ENTITLED TO ALL BENEFITS, PRIVILEGES, AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 23. WAIVER OF OFFSET: This Agreement is a net lease. If the Equipment is not properly installed, does not operate as represented or warranted, or is unsatisfactory for any reason, Customer shall make such claim solely against the supplier, dealer, or manufacturer. Customer waives any and all existing and future claims and offsets against any Payments or other charges due under this Agreement, and unconditionally agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer or on its behalf. 24. AUTHORITY AND AUTHORIZATION: Customer represents and agrees that (a) Customer is a state or a political subdivision, institution of higher education, or agency of a state; (b)that entering into and performance of the Agreement is authorized under Customer's state laws and Constitution and does not violate or contradict any judgment, law, order, or regulation, or cause any default under any agreement to which Customer is party; and (c) Customer has complied with any bidding requirements and, where necessary, has properly presented this Agreement for approval and adoption as a valid obligation on Customer's part. Upon request, Customer agrees to provide CFS with an opinion of counsel as to clauses (a)through (c) above, an incumbency certificate, and other documents that CFS may request, with all such documents being in a form satisfactory to CFS. 25. GOVERNMENT USE: Customer agrees that the use of the Equipment is essential for Customer's proper, efficient and economic operation, Customer will be the only entity to use the Equipment during the term of this Agreement and Customer will use the Equipment only for Customer's governmental purposes. Upon request, Customer agrees to provide CFS with an essential use letter in a form satisfactory to CFS as to the preceding sentence. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 68 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 2 — CANON MAINTENANCE AGREEMENT can On MAINTENANCE AGREEMENT Related PO/Acquisition Agreement# Customer Account: . . . . Customer Account: Purchasing Entity: Purchasing Entity: Address: Address: City: County: City: County: State: Zip: Phone#: State: Zip: Phone#: Contact: Fax#: Contact: Fax#: Email: For each unit of Equipment listed,you shall indicate specific contact and location(if different than above)in the table below or in any Addendum to this Agreement. Maintenance Billing Entity PO Required Meter Read Collection Options Base Charge: ❑ Dealer ❑Canon Financial Services,Inc. ("CFS") ❑yes ❑No Remote Reporting Software unless noted in table below* Per Image Charge: ❑ Dealer ❑Canon Financial Services,Inc. ("CFS') PO# Base Charge Billing Cycle Initial Term Coverage Plan ❑Monthly ❑Quarter) ❑Other Months y If adding the Equipment below to existing (min. 12) ❑Per Unit ❑Fleet ❑Aggregate an Aggregate,provide either a contract# or serial#under Aggregate. Excess Per Image*Charge Billing Cycle Price Plan Consumables Inclusive Toner Fulfillment Method ❑Monthly y ❑ ❑ ❑ ❑ Customer order unless noted for y ❑Quarter) Other Fixed Toner Other Equipment below** Subject to the terms and conditions of this Agreement,Dealer agrees to service the Equipment listed below or in any Addendum(s)to this Agreement at the charges stated herein or therein.For newly installed Equipment,the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions.The Start Date for previously in place E ui ment is Covered Images per unit or Fleet included in Base Charge Per Image Charge in excess of Base Model Serial# All aggregate images should be listed per unit. Covered Images Charge Start Meter per unit Alt B&W Color B&W Color Long Sheet B&W Color Long Sheet or Fleet Meter Method* Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires Remote Software) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires Remote Software) Subtotal from Supplemental Addendum COMMENTS: Subtotal Tax Total RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 69 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD BY YOUR SIGNATURE BELOW,YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. Customer's Authorized Signature Printed Name Title Date ADDITIONAL TERMS AND CONDITIONS # 1.MAINTENANCE/TERM/CHARGES. DEALER will keep the Equipment in good working order subject to the terms of this Agreement. Maintenance shall include emergency break fix service, routine preventative maintenance, including inspection, adjustment, parts replacement, drums, and cleaning material required for proper Equipment operation. Maintenance shall start on the date (the"Start Date") of installation for newly installed Equipment (inclusive of standard embedded Firmware). Unless otherwise set forth on the Face Page, Service Charges shall start billing and Customer shall start payment upon the completion of installation. Maintenance Base Charge(s) and Per Image Charge(s) as listed on the Face Page (collectively "Service Charges") are billed for full calendar month periods, with Maintenance Base Charge(s) billed in advance and Per Image Charge(s) billed in arrears. Invoices shall be due and payable within 30 days of the invoice date unless otherwise stated on the invoice. Applicable taxes shall be added to the charges. If Aggregate plan is indicated on the Face Page, the Maintenance Base Charge and the Covered Images listed on the Face Page apply to all of the Equipment listed, unless otherwise indicated.When Fleet Plan is indicated on the Face Page,the Maintenance Base Charge and the Covered Images listed Face Page apply to all of the Equipment ordered schedule and other orders referencing Fleet plan for the Equipment. If the Listed Items on the Face Page are added to an existing Fleet Coverage Plan under a previous transaction or contract between you and DEALER, (i)the fleet shall include the equipment listed under the previous order or contract, and all other order schedules or contracts for which the add to existing fleet option was selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the same as the maintenance term for all listed items under all such previous orders or contracts. If the Listed Items on an order are added to an existing Aggregate Coverage Plan under a previous order or contract between you and DEALER, the Covered Images shall apply to all of the Equipment on the Face Page, unless otherwise indicated, plus the listed items under previous order(s) or contract(s), and all other orders or contracts for which the add to existing Aggregate Coverage Plan was selected, on an aggregated basis,for so long as the maintenance term for all such listed items continues. If the Per Unit is indicated in the Equipment Maintenance Information Section on an order, the Maintenance Base Charge and the Covered Images listed in each Section of the Face Page shall apply on a per unit basis for the Equipment listed in that Section. Unless otherwise indicated on the Face Page, you authorize DEALER to use networked features of the Equipment and remote reporting software ("Remote Software") to obtain meter readings, receive software updates, activate features/new licenses and transmit use and service data accumulated by the Equipment over your network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment, providing reports and product improvement. 2.HOURS OF OPERATION AND ACCESS TO EQUIPMENT. Maintenance shall be performed during DEALER's local regular business hours(8:30 A.M.to 5:00 P.M. Monday through Friday, excluding DEALER holidays). For all Maintenance service calls outside normal business hours, DEALER shall quote you on an as needed basis, but at no time will pricing exceed what listed in the NASPO ValuePoint Master Agreement Price List(s). You shall give DEALER reasonable and safe access to the Equipment and DEALER shall provide labor or routine, remedial and preventive Maintenance as well as remedial parts. DEALER may terminate its Maintenance obligations for any Equipment you relocate to a site outside DEALER's service territory. 3.ITEMS NOT COVERED UNDER MAINTENANCE. Service calls not covered under this maintenance agreement shall be quoted on an as needed basis, but at not time will pricing exceed what is listed in the NASPO ValuePoint Master Agreement("Master Agreement") Price List(s). The following items are NOT covered under Maintenance unless otherwise set forth on the Face Page: (a) all consumable supply items not provided as part of toner inclusive service, including, without limitation, paper, staples, other media, print heads and puncher dies; (b) repairs resulting from factors other than normal use including, without limitation, any willful act, negligence, abuse, accident, disaster(e.g., effects of water, wind, lightning, etc.)or misuse of the Equipment; (c) repairs due to the use of parts, supplies or software which are not supplied by DEALER and which cause abnormally frequent service calls or service problems; (d) repairs to fix problems resulting from service performed by personnel other than DEALER personnel; (e) repairs due to use of the Equipment with non- compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (f)relocation of Equipment including de-installation and re-installation, which is a separate chargeable service, per the pricing in the Master Agreement; (g) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (h) work which you request to be performed outside of DEALER's regular business hours; (i) repair of network/system connection device, except when listed on the Face Page; or 0) repairs due to the use of paper/media not in compliance with manufacturer's published specifications. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 70 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 4.CONSUMABLE INCLUSIVE (INCLUDING TONER ABUSE). Consumable Supplies: All consumables are the property of DEALER until used. Consumables Inclusive Maintenance includes replenishment of toner only (unless other consumables are specified on the Face Page and applicable to the unit of Equipment). Toner is supplied for exclusive use with the unit of Equipment for which it is provided. DEALER may terminate the Maintenance under this Agreement if you use the consumables in a different manner. If your use of consumables exceeds the typical use pattern (as determined solely by DEALER)for these items by more than 10% of the published manufacturer specifications for conventional office image coverage, or should DEALER, in its sole discretion, determine that consumables are being misused in any fashion, DEALER may invoice you for such excess usage and you agree to pay for such improper or excess use, provided that DEALER shall not invoice you for excess toner usage as aforementioned unless and until DEALER has first notified you of the excess toner usage, and until you and DEALER have consulted in good faith in an attempt to identify the reason(s) for the excess toner usage and you have had a reasonable opportunity, if practicable, to rectify the excess toner usage. Consumable Inclusive Maintenance is predicated upon deployment of DEALER's remote reporting software, which may include Auto-Toner Replenishment. If expiration dates are indicated on your consumable containers, you shall use the oldest container(s) first. You shall bear all risk of loss, theft or damage to unused consumables, which shall remain DEALER's property and shall be returned promptly upon termination of Maintenance for the applicable unit of Equipment. 5.BILLING / METER COLLECTION. (a.) You agree to provide timely meter readings to DEALER and to comply with the billing procedures designated by DEALER. If DEALER does not receive timely meter readings from you, you agree to pay invoices that reflect DEALER's estimates of meter readings. DEALER reserves the right to verify the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic billing cycle. In accordance DEALER's normal procedures and the meter read option selected;.(b.) You agree that DEALER shall be entitled to acquire meter readings using DEALER's remote reporting software, however if it does not communicate with DEALER for any reason, you agree to timely provide manual meter readings. 6.DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under this Agreement, including making prompt undisputed payments when due. DEALER may withhold service under this Agreement in whole or in part until any delinquent payment is received by DEALER. DEALER may terminate this Agreement in whole or in part upon your default with thirty (30) days notice to you, unless such default is cured by you within the thirty (30) day period. If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with DEALER. In the event of your default, DEALER may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay all charges then due but unpaid, including any applicable late charges or early termination fees as allowed under the Master Agreement. 7.LIMITED WARRANY. All Equipment is provided with a manufacturer's end user limited warranty from Canon U.S.A., Inc. Authorized Dealer is an authorized Canon service dealer and provides warranty service under the Canon U.S.A., Inc. limited warranties. All other Products are provided subject to such end user warranties and license terms as are provided by the manufacturer or developer as packaged or otherwise provided with the Listed Items. Authorized Dealer shall upon your request provide to you copies of all such end user warranties and license. SUCH WARRANTIES, TOGETHER WITH WARRANTIES AS PROVIDED IN THE MASTER AGREEMENT AND THE APPLICBLE NASPO VALUEPOINT PARTICIPATING ADDENDUM, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRODUCTS. &LIMITATION OF LIABILITY. NEITHER AUTHORIZED DEALER NOR CONTRACTOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF AUTHORIZED DEALER OR CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 71 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 3 — CANON SAMPLE MPS AGREEMENT TERMS AND CONDITIONS 1. TERM. The Managed Print Services ("MPS") shall begin on the Start Date and continue for the initial term specified above. 2. CHARGES.Authorized Dealer agrees that pricing shall remain firm for the initial terms of the Maintenance Agreement. Upon expiration of the initial contract term, or during any renewal period, Dealer reserves the right to increase the pricing upon thirty(30)days prior written notice, based on any changes to the fleet, or services being delivered, provided these changes are outside the scope of the original statement of work, and provided the pricing does not exceed the NASPO ValuePoint Master Agreement("Master Agreement") pricing. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. If you have selected the Per Unit Coverage Plan, the Base Charge, Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3. PRIOR ASSESSMENT.As part of an initial assessment,Authorized Dealer has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement.Additionally, as part of the initial assessment, Authorized Dealer has used certain discovery tools to identify the components and conditions of your IT environment. 4. COVERED PRINTERS. This agreement is intended to provide services for your entire fleet of printers; however, certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by Authorized Dealer. At Authorized Dealer's discretion, the ineligible printers may be placed under a"Standard Plan" and identified on the associated schedule ("Schedule B") and shall only receive toner cartridges and monitoring services. The "Premier" scope of services as defined in Paragraph 7 covers only the printers identified on the associated schedule ("Schedule A" or"Schedule A-MICR"). The parties may agree to add or remove printers from time to time during the Term by mutual execution of an Authorized Dealer MPS Change Order. Customer shall provide Authorized Dealer a standard device configuration sheet showing the start meter reading of the added printer(s) as of the start date of this contract. Otherwise,Authorized Dealer may compute a start reading for the printer(s)utilizing the current meter reading and subtracting an estimated monthly volume per printer, as determined by Authorized Dealer. In the event Customer acquires additional devices subsequent to the start date of this Agreement, the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A-MICR or Schedule B, Authorized Dealer reserves the right to adjust the pricing accordingly. 5. YOUR RESPONSIBILITIES. As a condition precedent to Authorized Dealer's duties: (a) The Printers shall meet the "Fit for Service" requirements outlined in the MPS Customer Expectation Document (CED) and shall be in good working condition on the Start Date (as determined solely by Authorized Dealer in its reasonable discretion.) (b) You shall provide Authorized Dealer with an accurate location and printed configuration page for each printer placed under this Agreement.You shall notify Authorized Dealer if you relocate any printers from the address indicated on Schedule A, A-MICR, B or any related Change Order. (c) You shall use only Authorized Dealer-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections, install, and use Authorized Dealer approved surge protector where appropriate. (e) You shall provide a Key Operator responsible for designated duties in the operator's manual and insure that the proper supplies are being installed and/or used correctly with the printers. (f) You are solely responsible for security of your electronic and other data. (g) You must install and keep the Data Collection Agent ("DCA") installed on your network for networked devices and locally for non-networked devices throughout the Term of this Agreement. If the DCA does not communicate with Authorized Dealer, you agree to provide manual meter readings upon request. (h) You agree that Authorized Dealer may use estimated meter readings if it does not receive timely meter reading on any Printers covered by this Agreement. (i) You shall utilize the Authorized Dealer ordering procedures for adding or deleting printers and ordering Toner Cartridges. You acknowledge that Authorized Dealer will not deliver services or toner for printers not listed on Schedule A, Schedule A-MICR, Schedule B or any related Change Order until you complete the proper ordering procedure to add the printer to the Agreement. Q) You shall provide timely meter readings for any printer not connected to the DCA for any reason. ADDITIONAL TERMS AND CONDITIONS RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 72 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD 6. AUTHORIZED DEALER RESPONSIBLITIES (a) Authorized Dealer may tag each Printer initially listed on Schedule A, Schedule A-MICR or Schedule B with an Authorized Dealer Service tag indicating serial #and Authorized Dealer contact information. (b) Printers listed on Schedule A, A-MICR and B are provided replenishment of Original Equipment Manufacturer ("OEM") or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A, A-MICR and B. The pricing in this agreement is based upon 5% toner coverage for black &white and 20%for color letter size pages. You agree that Authorized Dealer may invoice you for excess usage in the event your actual toner usage exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected print volume("EPV')minus the actual print volume reported.The EPV=actual number of cartridges shipped x the toner yield per cartridge x 90%.You shall bear all risk of loss,theft or damage to unused toner cartridges provided to you under this Agreement, which shall remain Authorized Dealer's property and shall be returned promptly upon termination of this Agreement. (c) Authorized Dealer may perform an initial walkthrough of Customer locations covered under this Agreement. Customer shall identify each networked and non-networked device to be covered under this agreement.Authorized Dealer will deliver, install, configure and test its network Data Collection Agent("DCA")with your IT staff assistance. Authorized Dealer will provide all technical support, updates and maintenance for the DCA. (d) You acknowledge that Authorized Dealer's ability to deliver the services is dependent upon your full and timely cooperation with Authorized Dealer, as well as the accuracy and completeness of the information provided by you to Authorized Dealer. If, during the initial three(3)months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges. You agree to follow the detailed operational procedures and program guidelines,which are explained in the MPS Customer Expectation Document, which you hereby acknowledge, receipt of at the time of executing this agreement. 7. SERVICES. YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A-MICR, CHANGE ORDER FORM A, OR CHANGE ORDER FORM A-MICR. SUCH SERVICES ARE SUBJECT TO THE EXCLUSIONS HERINAFTER DESCRIBED. 8. COVERED SERVICES (a) Authorized Dealer shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers in good working order in accordance with this Agreement and Authorized Dealer's normal practice.Such service shall be performed during Authorized Dealer's local regular business hours(8:00 A.M. to 5:00 P.M. Monday through Friday, except holidays). (b) You shall afford Authorized Dealer full, free and safe access to the Printers to perform on-site service. Authorized Dealer may terminate its maintenance obligations as to any Printers if you relocate it to a site outside Authorized Dealer's authorized service territory. If, in Authorized Dealer's opinion, any Printers cannot be maintained in good working order through Authorized Dealer's routine maintenance services, Authorized Dealer shall, at its option, either (i) substitute comparable Printers or (ii) cancel the balance of any remaining term of this Agreement as to such Printers and refund the unearned portion of any prepaid charges hereunder. Parts replaced or removed by Authorized Dealer in connection with maintenance services hereunder shall become the property of Authorized Dealer and you disclaim any interest therein. 9. NON-COVERED SERVICE. You acknowledge that Authorized Dealer shall not have obligations related to i) overhauls and/or reconditioning of printers; ii) printer user errors; (iii) the alteration, modification or customization of any software controlling, used by, installed on or embedded in the Printers; (iv)the service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component part of the Printers; (v) hard drive removal or(vi)supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays or other like items or supplies (other than toner cartridges as defined in section 3)used or consumed in the normal operations of the Printers ("Excluded Items"). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with Canon's then current contract pricing: (a) replacement of any consumable supply item other than toner; (b) repairs necessitated by factors other than normal use including,without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied by Authorized Dealer and which cause abnormally frequent service calls or service problems; service performed by personnel other than Authorized Dealer personnel; transportation of the Printers; accident; use of the Printers with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) re-installation or relocation of Printers; (d) repairs to or realignment of Printers, and related training, necessitated by changes you made to your system configuration or network environment; RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 73 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD (e) repairs or service required because of inadequate operation of the Printers (e.g., Authorized Dealer technician is dispatched to rectify a problem described in the operator manual); and (f) work that you request to be performed outside of Authorized Dealer's regular business hours. 10. DATA. You acknowledge that the hard drive(s) on the Equipment may retain images, content or other data that you may store for purposes of normal operation of the Equipment ("Data"). You acknowledge that Authorized Dealer is not storing Data on your behalf and that exposure or access to the Data by Authorized Dealer, if any, is purely incidental to the services performed by Authorized Dealer. You are solely responsible for the Data. The Canon branded Equipment contains various security features that you can utilize. Upon your request, Authorized Dealer will work with you to provide information regarding your options and offer services to assist you. Please note that Canon offers basic data security options free of charge; however, other optional services may have an additional cost associated. The terms of this Section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and Authorized Dealer could be construed to apply to Data. 11. TERMINATION. Either party may terminate this Agreement,with or without cause, by providing thirty(30)days written notice to the other party. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 74 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 4 — CANON SAMPLE MPS CUSTOMER EXPECTATIONS DOCUMENT 1. Introduction. This Customer Expectation Document is designed to provide details related to the Canon Managed Print Services (`MPS") Program and to answer commonly asked questions. The terms and conditions of the MPS program can be found in the associated Managed Print Services Agreement. 2. Program Objectives. The MPS program is designed to help organizations achieve business efficiencies and cost savings through better management and administration of print environments. Our unique consulting process contemplates collaboration with our customers to identify areas for print optimization, increased productivity and cost savings. Critical to this process is the availability of print volume data from all sources within the print enterprise. The success of the program is dependent on uninterrupted communication with the printers or alternative sources of data capture in order for Authorized Dealer to perform the services and provide accurate and timely billing under the agreement. 3. Initial Contract Set-up a) Start Date. The contract becomes effective approximately 10 days after the Customer executes the MPS Agreement accompanied by a complete listing of the covered Printers on Schedule A and Schedule B, if applicable. This allows Authorized Dealer ample time to prepare its systems to accept customer calls and begin to provide services. b) Initial Printer Listing. Schedule A and B contain all relevant information on each printer initially covered under the MPS Agreement. Printers listed in Schedule B will only be eligible for toner fulfillment and monitoring services. The Customer is responsible for discovering and identifying the required information for all printers to be covered under this agreement. Although Authorized Dealer software tools may help discover devices based on detection of activity, idle units and units with no network connection may not be detected during this discovery process. In the event a customer identifies additional equipment which was mistakenly excluded from the original schedules, additional printers can be added using the Change Order form along with a printed configuration page for each printer added and made retroactive to the start date. Customers who call for services or toner for units not yet added to the contract may be told their printer is not covered since it will not appear in the Authorized Dealer system. c) "Fit for Service"Requirements. Prior to the start of the contract, the following must be confirmed: i. Each printer must have a minimum of 25% toner remaining in the cartridge; ii. Each printer must have a minimum of 25% life remaining for other consumable maintenance items (fuser kit, maintenance kit, drums); M. Any printer displaying a service or supplies alert (error codes, low consumables, etc.)or demonstrating a technical or performance issue (regardless of alert status) must have the condition corrected; iv. Any printer with an image quality issue must have the condition corrected; and V. Any printer inadvertently placed on an MPS contract that does not meet"Fit for Service" requirements, must have the issues promptly remediated or the Printer must be removed from the MPS contact. d) Customers can contact Authorized Dealer Customer Service (see Section 5 below)to purchase the required consumable items (toner cartridge, maintenance kit, fuser kit, drum, etc.) and/or request a service call to remediate technical issues, so the printer can be added to an MPS contract. e) Tagging. Each printer initially covered under the agreement may be tagged with an Authorized Dealer Service tag by an Authorized Dealer representative. The tag includes the serial #of the printer, the phone#for service and supplies and other relevant information. The tag should not be removed from the printer during the term of the agreement. Authorized Dealer may mail tags to the customer for placement on the printers for machine additions or remote locations during the term of the contract. f) Installation of DCA Software. Authorized Dealer will work with the Customer's IT staff to perform the initial installation of the Data Collection Agent ("DCA") software for networked devices. Additionally, Authorized Dealer may assist the Customer's IT staff to push the local client version of the DCA software for use with any non- networked printers. It is the Customer's responsibility to keep the DCA installed during the term including any reinstallation that may be required because of change in the Customer's infrastructure or environment. 4. Ordering Procedures a) Toner. Printer toner cartridges may be ordered from Authorized Dealer by either calling Customer Service or by placing an on-line order(if applicable). Customers who wish to use on-line ordering must first register through Authorized Dealer's on-line customer portal. Customers will be asked to provide the related serial# or asset tag# located on the asset tag placed on the printer. The maximum toner order is limited to one (1) cartridge per serial#. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 75 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Authorized Dealer Reserves the right to limit toner shipments based upon print volume/utilization. Canon's Managed Print Services program does not contemplate the provision of"shelf stock" at Customer locations. Customers that require extra toner stored onsite may purchase shelf stock by contacting Customer Service (see Section 5 below). b) Service Calls. Requests for repair may be placed by either calling Authorized Dealer's Dispatch Center or by placing a service request on-line within the Authorized Dealer's on-line customer portal (if applicable). c) Add/Remove.Additions or deletions of printers covered under the MPS Agreement are made by executing and submitting an MPS Change Order form indicating the pertinent information on the specific units being added or removed from the agreement or submitting such request on-line within the customer portal (if applicable). Additionally, Customers must provide a printed configuration page from each added or removed unit that provides Authorized Dealer necessary meter, quality and other information necessary to make the change effective. Please note that changes to the printer fleet configuration may impact the price per copy reflected in the contract on a prospective basis. 5. Customer Service. For any questions or contract changes, please reference the following contact information: Email: Phone: 6. Relocations. If Customers relocate any printers under the agreement, they must promptly notify Authorized Dealer in order to change the location information in the Authorized Dealer database. Customers are responsible for de-installing and reinstalling all relocated printers including installation of the DCA in order to keep the printers communicating with Authorized Dealer. Please note that printers relocated outside of Authorized Dealer's Servicing geography may not be eligible to be covered under this agreement. 7. Meter Collection. The MPS program is designed to automatically collect periodic meter readings from the printers covered under this agreement using the DCA software program. The DCA program is initially installed on the Customer network for connectivity to networked printing devices. A local DCA program must be installed on individual networked computers in order to communicate with non-networked printers. It is extremely important to keep the DCA software connected in order for Authorized Dealer to capture information in order to provide the services under the MPS Agreement. Customers are responsible to maintain this critical connection that may require reinstallation of the local DCA software when upgrading, replacing or repairing related computers. 8. Fixed Volume. If Authorized Dealer does not receive timely meter readings from the DCA software or alternatively from the Customer through other means of communication, Authorized Dealer will estimate the usage on the related devices utilizing predetermined average monthly volume information, which are based on Authorized Dealer standard usage rates by model. 9. Toner Usage Reconciliation. The MPS program includes replenishment of toner cartridges based upon toner page coverage of 5%for black toner and 20% for color toner. Customers who print images with more toner average coverage should expect to pay additional charges. Toner usage reconciliation is done separately for black toner, color toner, and MICR toner. Please see the reconciliation example below: Toner Manufacturer Yield per Cartridge 3,000 #of Cartridges shipped to Customer* x 10 Manufacturer Expected Print Volume 30,000 Extra 10% provided by Authorized Dealer 3,000 Authorized Dealer Expected Print Volume 27,000 Actual Print Volume 25,500 Volume Reconciliation 1,500 Price per Page x .0200 Toner Usage Reconciliation Charge $30.00 * Note 1: Certain cartridges for the same models may contain different manufacturer yields. * Note 2: Cartridge yield associated with "Unused Toner Cartridges" (see definition in Section 12 below) purchased from Authorized Dealer for purposes of"shelf stock" may be considered during toner reconciliation, when the Actual Print Volume exceeds the Authorized Dealer Expected Print Volume. 10. Quarterly Review Process. Customers are entitled to a quarterly review discussion to review expectations, charges, print volume data and recommendations for further optimization of the print environment. 11. Renewal and End of Term Process RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 76 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD a) The MPS agreement will not automatically renew. If the Customer wishes to renew, then Authorized Dealer shall promptly provide a renewal quote for the renewal period. Upon mutual agreement, a new agreement shall be executed for the renewal term. b) If the Customer does not choose to renew, the Customer may return unused toner cartridges within 30 days of the end of term and Authorized Dealer will adjust the#of cartridges shipped for computing the final toner reconciliation described above. c) Customers must contact Authorized Dealer's Customer Service to obtain return instructions and return authorization # prior to mailing the returned supplies back to Authorized Dealer. In the event Authorized Dealer is unable to obtain a final meter reading from the DCA or other reasonable means, Authorized Dealer will estimate the final meter reading using customer volume history or utilizing the Authorized Dealer standard usage rates by model. 12. Unused Toner Cartridges. Unused toner cartridges are defined as the original items shipped to Customers, which: a) were provided to the Customer by Authorized Dealer; b) are in the original box, which is unopened and undamaged; c) the contents (toner cartridges) are sealed and undamaged; and d) are deeded resalable, in Authorized Dealer's sole discretion. 13. Restocking Fee.A restocking fee of 10 percent(10%) of the MSRP value shall be charged for all unused toner cartridges returned to Authorized Dealer, unless the returned cartridge is deemed defective or the restocking fee is prohibited by law. 14. Toner Availability. Authorized Dealer shall use commercially reasonable efforts to procure toner cartridges for the printer(s) covered by the MPS contract. In the event OEM toner is no longer readily available (discontinued by the manufacturer, restricted distribution, exhausted inventory, etc.)Authorized Dealer shall, at its option, either(i) substitute OEM cartridges with compatible (3rd party)toner cartridges, or(ii) substitute comparable printer(s) at your expense, or (iii) cancel the balance of any remaining term of the MPS contract for the affected printer(s)and refund the unearned portion of any prepaid charges associated with the printer(s). RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 77 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ARTICLE II DCA Software &Technical Requirements Authorized Dealer must utilize data collection software to provide services under this agreement. Authorized Dealer is responsible to maintain the software, provide updates when necessary, and assist with the initial installation as necessary. The detailed technical information with respect to the Data Collection Agent (DCA) is as follows: The DCA collects usage data on Products from predefined Management Information Bases (MIBs), using Simple Network Management Protocol (SNMP). For greater security, the DCA initiates communication solely with the Authorized Dealer Data Repository. Communication sessions are conducted via HTTPS (port 443), the universal standard in secure transactions. The DCA sends and receives data in a single hourly session. Authorized Dealer does not provide root access or local edit access to the DCA and Authorized Dealer does not permit scripts to be run against the DCA. Customers must provide the following technical information in conjunction with the implementation of the Canon Managed Print Services program. This information is required specifically for the expressed purposes of configuration and implementation of the DCA. Requirements and details below may be subject to change based on modifications to the existing software or a change to the DCA software being utilized. INFORMATION DCA Server(must be able to access all subnets with devices under contract) Hostname I Address Default Gateway Fully Qualified Domain Name DNS Server(primary and secondary) Subnet Mask Network Subnet Range(s) Proxy (if applicable) Proxy Name Port Number Username/ Password (if required) SNMP Public (READ) Any non-public SNMP community strings CONFIGURATION In addition to the information above to function properly, the DCA requires the following network configuration Port 80 TCP (outbound access) Port 443 TCP (outbound access) SNMP (access to all subnets with devices on contract) Port 161 UDP (access to all subnets with devices on contract) ADDITIONAL PORTS REQUIRED FOR MDS CLOUD CC AGENT I Port 427 UDP (outbound access) I Port 47545 UDP (outbound access) (Canon Devices) Port 47546 TCP (outbound access) (Canon Devices) Port 9007 TCP (outbound access) (Canon Devices) Port 50700 UDP (inbound access) (Canon Device event notifications) Port 11427 UDP (inbound access) (Canon Device power status notifications) Port 44301 TCP (inbound access) (Open CC Agent dashboard on network) HARDWARE Hardware: Non-dedicated server powered on 24 hours a day, 7 days a week Network Card: 100mbit or higher RAM 512 MB or higher Internet connected browser ADDITIONAL HARDWARE REQUIRED FOR MDS CLOUD CC AGENT RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 78 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD Dual Core CPU 2.OGHz or faster RAM 4GB or more Recommended 8GB or more Available Storage 8GB or more Recommended 35GB or more SOFTWARE Computers where the DCA will be installed must meet the following software requirements: Windows 7, 8, 10, Server 2008 R2, Server 2012, Server 2016 or higher and .NET Framework 3.5 SP1 Including .NET 3.0 and 2.0 Feature enabled Virtualization software support: The following virtualization software will support the installation: Microsoft Virtual Server 2005 VMware GSX ADDITIONAL SOFTWARE REQUIRED FOR MDS CLOUD CC AGENT Virtual Environments: VMware vSphere v6.0/v6.5 Microsoft Hyper-V: Windows Server 2008 R2/Server 2012/Server 2012 R2 NET Framework 4.5.2 or higher: II'ott s://www,mlici-osoft,(,oi�n/ein US/downlload/detalills,as x21i 42�04;:� g ................IP......................................................................................................................................................................................................................................................................................................................Ip......................................................................... 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COLLECTION INTERVALS FOR MDS CLOUD CC AGENT Errors and alerts—Every 5 minutes while not in sleep mode Consumable Supplies (Toner& Paper levels)— Every 60 minutes while not in sleep mode Counters—Every 8 hours DATA TRANSMISSION The DCA transmits small amounts of data to the central server. This data includes only statistical and alert condition information. NO IMAGE DATA IS TRANSMITTED. The following data estimates are provided to assist in the assessment of network impact. DCA scan, blank IP: 5.2KB DCA scan, 1 printer: 7.2KB DCA scan, 1 printer, 254 local IP addresses: 96KB DCA scan, network of 15 printers, 254 local IP addresses: 125KB RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 79 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD ATTACHMENT 5 - CANON DIGITAL PRESS PRODUCTION AND LARGE FORMAT EQUIPMENT MASTER SERVICES AGREEMENT TERMS AND CONDITIONS This Attachment includes additional terms and conditions that apply to Maintenance Agreements for Purchasing Entities(referred to as "Customer" herein)for Oce Production Equipment and Large Format Equipment(referred to as "Equipment" herein). In the event of a conflict between the Canon Maintenance Terms and Conditions set forth in Attachment 2 and the terms and conditions in this Attachment 5, the terms and conditions in this Attachment 5 shall govern. 1. Installation and Site Preparation 1.1 Authorized Dealer shall install the Equipment at the location identified on the applicable Schedule ("Equipment Location"). Installation shall be deemed complete when the Equipment has been installed and is ready for commercial operation. Customer shall furnish a suitable installation site in accordance with Authorized Dealer's power, environmental, and other requirements. All site preparation, including appropriate space requirements, electrical wiring, air conditioning, required venting or special duct work and necessary permits or approvals, is Customer's responsibility. 1.2 For Software installed at a Customer location, installation shall be determined complete when the Software has been installed and is ready for commercial operation. For all of the Software, installation shall be deemed complete when Customer is provided instructions on how to access and/or download the Software. 2. Supplies Customer is entitled to the amount of toner/supplies which, on average, covers six percent(6%)of the letter size media unless another coverage rate is specified in an Order. Unless otherwise agreed to in an Order, for cutsheet color products, Customer is entitled to the amount of toner/supplies which, on average, covers ten percent(10%) of the letter size media per color(black counts as a color). Unless specifically agreed to in an Order, supplies do not include staples. Reconciliation for overuse of toner/supplies shall be invoiced to and paid by Customer at the rates in effect at the time of such reconciliation, and will be calculated based on coverage/use. 3. Maintenance 3.1 Equipment Support: Authorized Dealer shall provide Customer: (a) Authorized Dealer's standard preventive maintenance services ("PM's"), including labor and replacement parts to be provided Monday— Friday during Authorized Dealer's standard business hours (the length and frequency of periods of time required for preventive maintenance will be determined by Authorized Dealer); (b) corrective maintenance coverage as indicated on the applicable Schedule, including labor and replacement parts (service on Authorized Dealer holidays is available with advance notice to Authorized Dealer and Authorized Dealer shall bill Customer at its then current hourly rates for holiday service) provided that repairs can be performed in the field; and (c) engineering changes, including safety changes, deemed necessary by Authorized Dealer. Preventive maintenance includes testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. PM's performed on weekends, holidays or between 5PM and 8:00AM (at Customer's request)will be billed at Authorized Dealer's holiday rates according to the Master Agreement Price Lists. If Customer refuses to permit installation of a safety change or removes one already installed, Authorized Dealer may discontinue maintenance support services for all Equipment until the hazard has been corrected. All defective parts removed during maintenance shall become the property of Authorized Dealer. Parts used for repair may be used or remanufactured in accordance with manufacturer's specifications. The Equipment may contain software that allows Authorized Dealer to access the Equipment remotely ("Remote Software"). In such cases, Customer authorizes Authorized Dealer to use the Remote Software to (i) receive software updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS (or other) protocol and (ii) store and analyze such data solely for Authorized Dealer's own purposes related to servicing the Equipment and for product improvement. 3.2 Customer shall: (a) provide Authorized Dealer full, free and safe access, subject to Customer's safety and security regulations, to the Equipment for performance of maintenance as deemed necessary by Authorized Dealer; (b) allow Authorized Dealer to store reasonable quantities of maintenance equipment and/or parts on Customer's premises; (c) provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements; and (d) inform Authorized Dealer promptly of any operating problems 3.3 Remote Help Desk Support (applicable to cut sheet printers and Software under 5x8 service coverage) If Customer purchases "Remote Help Desk Support", then the following terms are applicable: (a) Authorized Dealer provides Remote Help Desk Support via telephone, to access Authorized Dealer Support Specialists for operator questions, installation support, explanation of maintained software features and RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 80 DocuSign Envelope ID: 1698EE1C-AF75-463A-B171-3737ECF7FEBD functionality, network connectivity questions, and other support issues ("Remote Support"). Remote Support is available Monday—Friday 8:OOAM to 8:OOPM EST, excluding holidays. By purchasing Remote Support, Customer has unlimited access to the help desk. (b) Authorized Dealer will provide Remote Support to those Customer employees who have been issued an ID code providing email/telephone access to the Authorized Dealer Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non- transferable. 3.4 Services for Additional Charge (a) The services listed in this Section are not included as part of Authorized Dealer's remedial or preventive maintenance services: Services for repair of Equipment (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers) or replacement of parts (including the inkjet heads in Authorized Dealer's printers or the fuser rollers in Authorized Dealer's continuous feed printers ) caused or made necessary, in Authorized Dealer's reasonable discretion, in whole or in part, by: (i) Customer's failure to continually provide a suitable environment in accordance with Authorized Dealer's requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with Authorized Dealer's or manufacturer's operating instructions or within manufacturer's specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (d) alterations of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Authorized Dealer; (iv) attachment(s)to the Equipment, including connection of devices not supplied by Authorized Dealer, which cause the Equipment to malfunction, unless previously authorized in writing by Authorized Dealer; (v) Customer's failure to perform or its failure to correctly perform the normal duties of Customer's operators; (vi) the use of any non-Authorized Dealer parts, toner, developer or inks; (vii)the use of forms not in compliance with Authorized Dealer's paper specifications; (viii) maintenance or repair services performed by Customer or a third party without written authorization from Authorized Dealer; or (ix) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Authorized Dealer. If in Authorized Dealer's reasonable discretion, Equipment has been rendered un- repairable, then Authorized Dealer may refuse to render services under this Agreement and may terminate the appropriate Schedule. (b) If repairs or replacements as set forth above are needed due to the causes listed in (a) above, Authorized Dealer's prices to provide any such repair or replacement will: (i) use the published hourly NASPO ValuePoint Master Agreement service rates and minimum charges for the service time, which includes travel and waiting time; (ii) use the current parts and material prices; and (iii)travel expenses. All repairs will be governed by the terms of this Agreement, however, Authorized Dealer reserves the right to decline to perform such services. (c) Authorized Dealer may withdraw any item of Equipment from maintenance coverage (i) if such Equipment has been removed from the Equipment Location and Authorized Dealer does not offer maintenance services at the new Equipment location; or(ii) if Authorized Dealer declares end of life for such Equipment, and then only with at least ninety(90)days prior written notice. Customer shall pay monthly service charges up to the date of termination. For any prepaid amounts, Authorized Dealer shall refund or credit the pro rata amount of the remaining term from the effective date of termination. RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions 81 0. —pdt.H (.. �I( .I\/ll f H U,(\d.....r ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Cook's Direct Contract# N/A Effective Date: TBD Expiration Date: TBD Contract Purpose/Description: Purchase and Installation of two(2) ice machines at the Monroe County Detention Center on Stock Island Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Breanne Erickson x4427 erickson-breanne@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 21,626.06 Current Year Portion: $ 21,626.06 (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: 101-20505-SC_00062 ADDITIONAL COSTS Estimated Ongoing Costs: $ n/a /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES R NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNovo County Attorney Signature: P Date:2026.03.1715:21:17-04'00' Risk Management Signature: Jaclyn Flatt Digitally slgn4.21ed 09 40 02-clyn tt Y Date:2026.04.21 09:40:02-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.0423 15:5731-04'00' (email contracts C&monroecounty-fl.gov) Digitally signed byAngelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.2316:12:00-04'00' (email OMB@monroecounty-fl.gov) Comments: Purchase being made via Sourcewell Contract#063022-COK Revised BOCC 11/12/2025 of w 77 Quote 02/13/2026 Project: From: Monroe County Detention Center- Cook's Direct ice machines John Yaeger 5501 College Rd 2250 75th St Key West, FL 33040 Suite 200 Woodridge, IL 60517 (800) 956-5571 (800)956-5571 104 (Contact) Project Code: MONROE_C Job Reference Number:33040-3 In sizing ice machines for the correctional environment, the total population is multiplied by 1.5 Ibs of ice to get the total capacity needed per 24 hours. Applying this calculation,the max population of 650 times 1.5 Ibs of ice is 975 Ibs/24 hours. 975 Ibs/24 hours is the production capacity desired. Two models are presented below for consideration. • Model IDT0900 has a 90°/70° production capacity of 695 Ibs/24 hours. The total capacity with two models is 1,390 Ibs/24 hours. • Model IDT1200 has a 90°/70° production capacity of 950 Ibs/24 hours. The total capacity with two models is 1,900 Ibs/24 hours. Considerations in sizing ice machine capacity: 1. One machine supporting the entire population if one machine goes down for a period of time. 2. Higher capacity machines will replenish ice more quickly. This may result in: • The operator using more of the newer ice which results in ice quality going down for older ice below. • The older ice below melting and refreezing into solid chunks resulting in reduced bin capacity. • More maintenance to address the above two scenarios. 3. Extra cost in utilities for higher capacity machines. Item Qty Description Sell Sell Total 1ALT 2 ea ICE MAKER,CUBE-STYLE $6,645.70 $13,291.40 Monroe County Detention Center-ice Initial: machines Page 1 of 4 Cook's Direct 0211312026 Item Qty Description Sell Sell Total Manitowoc Model No. IDT1200A Indigo NXTT` Series Ice Maker, cube-style, air-cooled, self- contained condenser, 30"W x 24-1/2"D x 29-1/2"H, production capacity u to 1196 Ib 24 hours 70° 50° 950 lb AHRI certified at N Y N / / ( 90°/70°), easyTouch display with 13 different language options, date/time stamp display, automatic reminder/alert icon, one touch asset information, automatic detection of accessories, continuous operating status, programmable production options (time, weight, day or night), one touch cleaning with displayed instructions, Alpha-San anti-microbial protection, acoustical ice sensing probe, self-diagnostic technology, DuraTech"' exterior, dice size cubes, R410A refrigerant, NSF, cULus, CE 2 ea WARRANTY-ICE-SC 3 year parts& labor (Machine), 5 year parts & labor(Evaporator), S year parts & 3 years labor(Compressor), standard 2 ea (-261) 208-230v/60/1-ph, 14.2 amps, standard 2 ea AR-40000-P Arctic Pure' Plus Primary Water Filter Assembly, $396.90 $793.80 includes head, shroud, hardware, mounting assembly, & (1) filter cartridge, 40,000 gallon capacity, 1,001-2,500 lbs./ice per day 2 ea WARRANTY-ARCPURE 3 year parts& labor warranty on cap, housing, hardware, & mounting assembly (does not refer to filter cartridge), standard 2 ea D570 Ice Bin, 30"W x 34"D x 50"H, with side-hinged front-opening $1,532.93 $3,065.86 door, side grips, 532 lbs. application capacity,AHRI certified 17.9 cu. ft., for top-mounted ice maker, Duratech exterior, NSF 2 ea WARRANTY-BIN/DISP 3 year parts & labor warranty, standard 2 ea Legs, 6" adjustable stainless steel, standard 1 ea Freight for above Manitowoc items $1,245.00 $1,245.00 ITEM TOTAL: $18,396.06 Merchandise $18,396.06 Installation $3,230.00 Subtotal $21,626.06 Total $21,626.06 Installation amount represents total for (2) units. Due to tariffs and ongoing price fluctuations, all quoted pricing is valid for two weeks only. We appreciate your understanding and encourage you to confirm pricing with us before placing an order.Thank you for your support! Quote Approval By affixing their signature to this document, the undersigned hereby affirms the accuracy of the provided information. The signee acknowledges that all utilities and dimensions specified are compatible with the operational requirements at the designated facility. Furthermore, it is confirmed that the listed equipment is suitable for passage through doorways, hallways, and vestibules from the receiving area to the kitchen. Monroe County Detention Center-ice Initial: machines Page 2 of 4 Cook's Direct 0211312026 In the event of equipment returns attributable to inaccuracies in utilities or measurements, the signee acknowledges the imposition of a manufacturer restocking fee, in addition to the applicable return shipping charges. Receiving Policy and Guidelines: Prior to signing for the delivery, it is crucial to thoroughly inspect and count all cartons. Check for crushed corners, wetness, or punctures on all cartons. Note any shortages, damages, or problems on the Bill of Lading. If the delivery includes equipment, inspect all parts before signing. In case of visible damage, take photos and refuse damaged boxes. If a full inspection is not possible, please make a note on the bill of lading that you will inspect at a later time (within 24 hours of receipt). Report any concealed damage to Cook's Direct within 24 hours. Retain all original packaging and document with photos. Damaged equipment must be unused and held in your facility for up to 90 days as the freight claim is assessed by the carrier. For refused shipments, the customer is responsible for full freight charges and applicable fees in both directions, unless the refusal is due to shipment damage or a shipping error made by Cooks Direct.com. Most items are eligible for return within a 30-day period from the customer's receipt of the shipment. Depending on the manufacturer, a restocking fee of 15%to 50% may be applicable. Return freight charges may also apply based on the manufacturer's policy. For inquiries regarding specific return policies for a particular manufacturer or product, kindly reach out to our Service and Support team at 1-866-506-3048 or via email at serviceandsupport(@cooksdirect.com. Please review the following criteria for returning an order: 1. Returned items must be unused, undamaged, and returned intact with original materials. 2. Special ordered or custom items cannot be returned. Returns must be initiated within the first 30 days of receipt. Orders exceeding the 30-day return window are not eligible for returns through Cook's Direct. For product issues, please contact the manufacturer, as most large equipment is covered by a 1-year warranty. Shipping& Delivery Information: To ensure your order is processed in a timely manner please provide the following information along with your signature: Delivery Address Contact Name: Phone Number: Receiving Hours: Receiving Dock Onsite (Y/N): (If there is no dock onsite,additional fees for lift gate service may apply) Note:large/oversized items may deliver on a full sized semi truck. If your receiving area cannot accommodate a full sized truck please notify your sales or sales support representative. Monroe County Detention Center-ice Initial: machines Page 3 of 4 Cook's Direct 0211312026 Forklift/Pallet Jack Onsite (Y/N): Terms of Sale: No invoice deductions are permitted. Past due balances are subject to 1% interest per month. Credit card payments may be subject to a processing fee. Digitally signed by Christine Christine Hurley Hurley Acceptance: Date:2026.04.24 12:53:09-04'00' Date: Printed Name: Christine Hurley (County Administrator) Project Grand Total: $21,626.06 M,ONROE COUNTY ATTORNEY'S OFFICE APPROVED AS TO FORM .,,...JmsTA w couNw ArroRhlEY DATE: 3-Q.5-7n76] Monroe County Detention Center-ice Initial: machines Page 4 of 4 Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after"County") and Cook's Direct Incorporated (herein after"Company') agree as set forth below. The County and Company hereby enter into this Addendum to Quote dated 02/13/2026 for Job Reference#33040-3 of Company and agree to the following: The Agreement includes and incorporates the Quote, the Sourcewell Master Agreement#063022- COK and this Addendum. To the extent that any terms conflict, the language as set forth in this Addendum shall supersede any other tenns 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. The 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. 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. Page 1 of 7 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. 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-prevailing parry, 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. This 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, 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. The 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 Page 2 of 7 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 the Company. Failure of the 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 prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Non-Waiver of Immunity. 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 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 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 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. 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 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 performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Hollielaird 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. The 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. Page 3 of 7 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, 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 a 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 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. 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 on its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this 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. Page 4 of 7 Vendor Certification Regarding Scrutinized Companies Lists. The 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. As the person authorized to sign on behalf of Company, the undersigned hereby certifies 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. The undersigned acknowledges 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. The undersigned further acknowledges 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: h11p //www drris, nyllo;irnda com/bu ine` s Oyerad:k)gs/stag purcti /vc ra or in irmatii rn/corr vj ,T e sus ended ,discriminat:o y com la nts vendor listS Non-Collusion Affidavit. By signing this Agreement, the person signing on behalf of the Company, according to law and under penalty of perjury, deposes and says that the person making the Proposal for the project described in the Scope of Work executed the said Proposal with full authority to do so and the prices in the Proposal 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. Page 5 of 7 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 threatening 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, 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 Company 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$300,000 Combined Single Limit (CSL). Workers' Compensation Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease,policy limits, $100,000 Disease each employee. Page 6 of 7 Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with $100,000 per occurrence, $50,000 per person, and$25,000 property damage, or $100,000 Combined Single Limit The Monroe County BOCC shall be named as an Additional Insured as its interests may appear for Commercial General Liability and Business Automobile Liability insurance policies issued to satisfy the above requirements. The Company shall provide to the County, as satisfactory evidence of the required insurance, 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. MONROE COUNTY ATTORNEY'SOFFtCE Cook's Direct Incorporated APPROVED AS TO FORM TivwSTANT COUfd ( "b S� TYATTORNEV Signature DATE: 3-05-2026 VP Contract Services Title 3/13/26 Date Page 7 of 7 A�" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/27/2026 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 Cathleen Biasco NAME: Trucordia Insurance Services,LLC PHONE NNo Ext: (847)205-1777 A C,No): Trucordia Ins Svs,LLC DBA: EMAIL cbiasco@totins.com ADDRESS: 3175 Commercial Ave INSURER(S)AFFORDING COVERAGE NAIC# Northbrook IL 60062 INSURERA: Frankenmuth Mutual 13986 INSURED INSURER B: The Hartford Rated by Multiple Companies 00914 Cook's Direct Inc Cooks Consolidated Corp INSURER C: The Hanover Insurance Company 22292 2250 W 75th St INSURER D: INSURER E: Woodridge IL 60517 INSURER F: COVERAGES CERTIFICATE NUMBER: 26-27 REVISION NUMBER: THIS IS TO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL UBR POLICY NUMBER M�DD YYYYMLICY EFF O DD YYYY LIMITS ICY EXP LTR INSD WVD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE_7 CLAIMS-MADE Fx_]OCCUR PREM SESOEa occurrence $ 1,000,000 MED EXP(Any one person) $ 10,000 A 6618336 03/31/2026 03/31/2027 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO ❑ 2,000,000 JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: Additional Insured $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 6618335 03/31/2026 03/31/2027 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident DIAS $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB HCLAIMS-MADE 6618336 03/31/2026 03/31/2027 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? NIA 83WECBE5ZG9 03/31/2026 03/31/2027 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Ocean Cargo C IHC J361610 01 03/31/2026 03/31/2027 Any one Vessel 215,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is an additional insured with respect to General Liability and Auto Liability,when required by written contract. A 1'iyM.. T 2 _. by-._._. 6 _. ✓art �_._, ;.. WAfM NIA... CERTIFICATE HOLDER CANCELLATION 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. 5501 College Road AUTHORIZED REPRESENTATIVE Key West FL 33040M- �. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: A�° ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Trucordia Insurance Services,LLC Cook's Direct Inc Cooks Consolidated Corp POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes Business Personal Property Limit:$7,000,000 with$5,000 Deductible. Professional Liability Policy#ANE5383422.23 Effective 10/19/2025-10/19/2026 Each Claim Limit:$2,000,000 Aggreagate Limit:$3,000,000 Retention:$2,500 Retro Date:10/19/2023 Cyber Liability Policy#PR00003394909 Effective 3-31-26-3-31-27 Each Claim Limit:$2,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1�,1 .u','V-,I111 II H l II I�0 V 'II ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Daikin Applied Americas, jiContract# Quote Q-86616 Effective Date: Upon Execution Expiration Date: Contract Purpose/Description: This work is for repair of the Chiller at the Monroe County Detention Center. Work was originally quoted at$6,981.36. Once work began,other components of the Chiller were found to be damaged. Due to the emergency nature of the repair,the work was continued with a final cost of$10,492.09. See attached Emergency Memo. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Derek Nappi 3997 nappi-derek@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ $10,492.09 Current Year Portion: $ (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: $ County Match: $ Fund/Cost Center/Spend Category: 101-20505-00062 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis - Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNovo County Attorney Signature: P Date:2026.04.23 12:22:44-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: y Date:2026.04.2313:03:54-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.04.28 09:11:55-04'00' (email contracts @monroecounty-fl.gov) DigitallysignedbyAngelicaMalcosky OMB Signature: Angelica Malcosky Date:2026.04.2809:34:20-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 SERVICE & REPAIR QUOTE .rF � o r % =J STOCK ISLAND DETENTION CENTER - CHILLER # 1 SOFT STARTED CHANGE - SERVICE & REPAIR STOCK ISLAND DETENTICN CENTER 5501 College Rd Key West,FL,US 33M Quote 4:0•86616 Prepared for: Cnossy Cottins e l gadget Adirri6siralor. MONROE COUNTY 90ARD OF COUNTY COMMISSIONERS Quote Doaxoent Date:0500 Prepared by: Yicenla Cidwo Account Manager Phone 95486285MMDb4e 754 97136 53 E mai vicente albeit@daikinappked.com Daikn Applied Americas,Inc_ A Proven Partner pue oustomrs count orr DAW Applied to design and manuladkwre engioaMy a6anm d Mmdal HYAC syst rrs that dgkm the hq*st and suk tiaras drat extend dne ti a twx ou'*V systams III Darn Appkad rs a wNndity awned$ubs4my of Do"industries.Ltd,yna a air 6ng manutadturer to the world.product vury a don is a haltma*at Doin AppW Cusk> is rely en products kke Norio magnet hea mg ChAdra,pathhnde4 ara tooW chis s„R rooftAp uno,SnartSouma water srnrrwe hM pumps,and Modular Central Rants for egapttonal efficiency,retia4rAty„and sustarnabikty. New and axnbuWair is Wtrat to our lives—at work and at play we stet a io improve lodr'aer'EnWonmentat Airt tuakY In the truilrino we sem°Quality pootrie delvwiog sty pnxts Finan concept and design troug n produdtkrn and delivery We are Ommiltad 10 mAk9 the p oducts,you rarmt a rehabs omVm7 ent of taaur huAlfiV system we Dontkrua to otr ourselves to davalup new knohndogimt that momiza emargy usaM and maximiw dxarn 0A Across Oatkin,we tie+ra tiptle efforts that tr'AWuals can make to pwatgd tine envrrrnmertt can add rap to trig Ntr NSr Vx rnittnrn ra feat Of Nouns" baUn at 12 oft on bres con* s.We have WbOos with mitre than S,4i1tN areurrd M*otd Art our marwfaChre^ g m lit?9W t deAted For roe irrforrtnation,visit www.DaikkApptied.oam. The&ward4w&q Daukift App d Dwelopotent CrnI t.81 Ow h cis lit plyrnouth,Mn4esob,is dta wsulds malt adamed tacky ku HVtAC march and devWWwt Every day ma people work to d+awadop NNAC that reduce aetygy aorrsurnp6on and se carbon krui *t of the btA*gs where they wilt be used. Sery ce&Repair Cluate 2 ®2o2s DaikinAppkd QUOTE �-SV`h JFDAIKIN Scope of-Sery ices Dailkin Apoied Americas,Inc.is pleased to offer the foltowing Service&Repair Quote for your consideration. Thank you for selecting Daikin Applied Service Group to care for your building's system,Out service persormel have the knowledge and experience to deWer the best support avaitable.Daikin is pleased to offer this Quote for your consideration, 1, Provide Soft StarterChi|on#1.TT680G'1-8T'E-E'NC. 2, Labor(or Eight(8)Mrs, 3. Revs1onof the Software o(the controller. �� $e ---�-'—" ��a��-^� on 3�b�wrb�� ws�x�u��emrv��n� dunderih� Emergency service �� . � �-~_ �------ -rformed at the Customer's request outside of normal working�m �e C*�omm«agrees 8o pay the difference-�--'----~-between the prevailing standard billing rate and the prevailingmwertime rate. Equipment Repair Daikin will perform all services during its regular working hours unless otherwise specified.Any services requested nr agreed toby Customer that are outside the Scope n[Work will be performed by Company aten additional cost.Company will invoice such services at a special service and repair billing rate at Company's published labor rate for the service area. Standard Inclusions: The agreement includes travel to and from the site, planned maintenance materials,and any trips to supply depots to procure materials. The Owner will receive a written report for the inspection or services provided.For specific activities associated with the equipment covered under the agreement,reference the planned maintenance activities section. 51AWdrg La • Customer to have chiller secured and condenser bundle drained prior to arrival • All work Vnhe performed during'normal working hours' • Any and all recommended/required repairs Nbe quoted separately * Asbestos dontificatiom.abatement,and pipe insulation are riot included • Chemical(aoN)cleaning of tubes,K required,io not included • Nbrohononm|yois testing io not included • Refrigerant iu not included • Compressor ovodhau|8ntnma|inspection is excluded � This Quote is only valid if check valve holds,otherwise we will need to revise the quote to cover refrigerant s"°*"u Repair Quote 3 02025ux/m"^npfied ed'cla and co Feel free to contact me if you have any questions or concerns regarding the information contained in this Service, Repair Quote.if you woukf like us to proceed with The solution presented above„sign the acceptance line below (including POtf if applicable)and return a copy so that we can begin to mobilize our efforts to complete services as quickly as possible.We appreciate the opportunity to provide you with this solution and took forward to working with you on this and servicing your needs in the future.. laves n Arnount a d Sitlin T Or : : Investment required to imptement the proposed solution $6, 1,36(Six Thousand,Nine Hundred Eighty One dollars and Thirty Six cents) *Price dbosl not MO W#1Ajrt(Ublit$4103 1109 Pricing and acceptance are based upon the Terms and Conditions which are attached. Billingtpayment Terms:8ilied in full upon completion 'All billings are due immediately upon Receipt This Quote will be honored by Daikin Applied for 30 days from the date on the front of the Quote.After 30 days, Daikin Applied reserves the right to evaluate cost changes(both increases and decreases)from the Quote. Chrissy Collins Daikin Applied Americas Inc. MONROE COUNTY BOARD OF COUNTY 13600Industrial Park Blvd COMMISSIONERS Minneapolis,MN 55441 123 OVERSEAS HVVYROCKLAND KEY KEY WEST,FL 33040 Accepted by: Approved by: Christine Hurley nt Full legal Name of r:M�6ite�l signed by (Print Full Legal Name of Daikin Applied R xaanlazsa) dkristine 9 9 Christine Hurley Hurley rl e Date:2026.04.30 (Siyna�- (Signahxe) County Administrator (Tile) (Title) April 28, 2026 Daln Qaw Note:This Agreement is subject to final credit approval by Daikin Applied. MONROE 66UNfV AWBRNEW6 eFFIeE APPROVED AS TO FORM ASSWANT ATTOMEY J Service S Repair Quote 4 0202..Dalkin Applied QUOTE N PrDARKIN DAIKIN APPLI�EO AMERI IlS IN TERMS &CONDITIONS OF SAL. US & C � DA 1.Agreement of Safe:The term"Company"as used herein.shall mean!Daskl0Applied Americas Inc,dbaClaikio Applied.Company S Proposal to pu e*te equipment,Pails„of services,which includes speciffcat'ors to periorm services loctudungplanned maintenance se"ces Who referred to as a"Maintenance Agreement°'),N Cornpanyrs offer to sell such equipment,parts or services as indicated„including without,llrmmital.xrn those products sold under the brand name Dalk n,only under the terms and conditions stated herein.Customer's submittal of any purchase documents,execution of This tiller,or allowing 0mpany to c,mrnence work contemplated by the proposal,shall be deemed Customers acceptance of thisoffer,forming an agreement of the parties relating toCompalmf s sale to Customer of such equipment,parts,and/or services in accordance with the provisions described herein(the"Agreement"),Any additionaV or differing teams and conditions contained in any documents prepared or submitted by Customer tregardfess of whether suctr terrors materialty after 11n s odfcr)are hereby retected by Company and small not become part of this Agreement between Customer and Company unless expressly ronselrted to in wrihng by an authorized representative of Comwv 1 Prices:For materials,equipment and services under this Agreement that are not part of a Maintenance Agreement,prices are subject to increase upon notice,due to such events as announced increases in the Company's list prices or increases in labor or material costs.For services ....under this Agreement that are part of a Maintenance Agreement,quoted prices are subject to acceptance by Customer within thirty 130)days of the date of the proposal,or can be adjusted by Company,and are subject to adjustment once each calendar year thereafter,effective on the anniversary date„for changes in labor,subcontractor and material costs if such ad;ustrnent is not expressly set forth in a Maintenance Agreement,Company will provide Customer forty-five(45)days prior written notice of such adjustment.Customer's payment of an invoice with an adjusted price shall be Customers acceptance of the price ad)ustrnent so long as such Invoice reflects the price adjustment expressly set forth in the notice of adjustment or Maintenance Agreement 3,Payment:Terms of payment are subject to prior approval of the Company's credit department.Terms of payment for equipment are net thirty (f;0)days from dale of invoice,unless otherwise agreed upon in a writing by Company,n Termscial of on ent far servKes Customer or areny due uer circumstance receipt f invoice„unless otherwise agreed upon n writing by Companyanytime affecting the credit decislon relating to Customer does not,In Compam/s opinion,justify continuance of production or shipment of products or performance of services on the terms of payment specd:ed,Company may require full or partial payment in advance,or may,in its sole discretion„stop or delay production or shipment of products or performance of services,or terminate this Agreement,In the event of default in pa itment„Customer agrees to pay al?costs of collection incurred by Company,including but not limited to,collection agency fees,attorneys'fees, legal expenses and court costs.All past due amounts shall bear interest at the highest rate allowed by law Customer shall have no rights of set off against any amounts that become payable to Company under this Agreement or otherwise. ii„Taxes;The amount of any present or future taxes applicable to the product shalt be added to the price contained herein and paid by Customer unless Customer has provided to Company valid exemption documentation.Any manufacturer's tax,occupation tax,use tax,sales tax,excise tax, value added tax,duty,custom,inspection or testing fee,or any other tax,fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Company and Customer,excluding business income or franchise taxes imposed on Company„shall be paid by the Customer In addition to the prices quoted or invoiced.In the event Company is required to pay any such tax,fee or ctnatge,the Customer shall reimburse Company therefor. S.Cancellations:Equipment Is specialty manufactured In response to orders.Accepted orders cannot be cancelled without Company's written consent.If Customer cancels any order without Company's consent,Customer shall,promptly upon demand by Company:(al reimburse Company for any and all expenses('including overhead)incurred in processing the order,(b)paid Company a reasonable profit,in Company's discretion,and (r)Indemnify Company for any and all loss incurred by Company as a result of customers cancellation of the order„ 6.Shipments and Shipping: 64.All shipments will be made F.O.B.factory or warehouse with freight prepaid and allowed as quoted via a low-cost common carrier.Charges for special carrier services requested by Customer shall be paid by Customer.Company may ship the goods in one or more lots,such lots may be eparately invoiced and shall be paid for when due per invoice,without regard to subsequent deliveries.Delay in delivery of any lot shah not retiev'e Customer of its obligation to accept remaining deliveries. confirmations of shipping shipment dates are only estimates.For Clarity,Clarity,6.'2.Notwithstanding the dates on any Company acknowledgments or this Agneement,is not a contract obligating Company to ship product or perform services at a specified time,unless set forth in a separate writing signed by an offKer of Company. t.Acceptancea Customer will inspect the products set forth In Company s proposal within five(s)business days of the date the products are deliverer!to Customer('Inspection Period").Acceptance shall be deemed to have occurred at the end of the Inspection Period,unless Customer notifies Company in writing of any nonconforming products and furnishes company with written evidence,or other documentation required by Company,identifying the nonconformities.If Customer timely and properly notifies Company of any nonconforming products,then Company will replace such nonconforming products with conforming products.Acceptance also occurs if Customer waives its right of inspection,uses the of equipment,or makes any payment toward the invoice for the products, regardless shipping terms or $µClaims:Responsibility of Company for all shipments ceases upon delivery of the goods to the carrier„and, pP n6 freight payment,Customer shall bear a II risk of loss or damage for goods in transit,All claims for shortage or damage in transit must be filed by Customer against the carrier,and not Company,in accordance with Company's then current policies and procedures.Claims for factory shortages oat not be considered unless made in writing to Company within ten(10)days after receipt of the goods and accompanied by reference to Company's bill of lading and factory order numbers. Service&Repair Quote 5 02o25 Datldn Applied QUOTE it::jo'= FrDAIKIN 9„Returns:Goods may not be returned unless Customer obtains the advance written permission of an authorized Company official.All authorized returned goods must be shipped prepaid to the location designated by the authorization.Customer shall pay all handling and transportation charges relating to such returned goods. 10.Limited Warranty:Subject to the provisions of Sections 11 and 12,Company provides the following limited warranties as the sole warranties and remedies for equipment,services and software provided by Company under this Agreement. 10.1.Company warrants that it will,at its option,repair or replace defective parts in the event any product(excluding software and firmware) manufactured by Company,sold hereunder and used in the United States or Canada,proves defective in material or workmanship within twelve (12)months from initia start-up,or eighteen(29)months from date of shipment,whichever period expiressooner.Authorized replacement parts arc warranted for the remainder of the original warranty period.All shipments of such parts will be made F.O.B-factory,freight prepaid and allowed Company reserves the right to select carrier and method of shipment in addition,Company provides labor to repair or replace warranty partsduring Company normal working hours on products with rotary screw compressors or centrifugal compressors.Warranty labor is not provided for any other products. 10.2.Company warrants that services furnished by Company pursuant to the Agreement areguaranteed to meet industry standards for a period of thirty(30)days from the date of performance.Company expressly limits this warranty to cover only that portion of Customer's equipment on whtt:h Company performed the services set forth in the Agreement.If Company's services do not conform to the foregoing warranty,Company will,at its expense,reperform the services. 10.1.For parts and equipment furnished by Dalkln Applied but manufactured by others("Third-Party Equipment'),Dalkin Applied will pass through t0 Customer the manufacturer's warranty for all Thlyd-Party Equipment as Customers sole warranty and remedy(or such Third-Party Ecionp,ment, 10.a,EXCEPT TO THE EXTENT SOFTWARE AND FIRMWARE IS WARRANTED IN ACCORDANCE WITH SECTION 10.3,ALL SOFTWARE AND FIRMWARE PROVIDED IN OR WITH THE PRODUCTS IS PROVIDED"AS IS.' 10.5.THE FOREGOING WARRANTIES CONSTITUTE THE SOLE WARRANTIES MADE BY COMPANY AND INCLUDE CUSTOMER'S SOLE REMEDIES FOR WARRANTY CLAIMS.COMPANY DOES NOT WARRANT THAT THE OPERATION OF ANY SOFTWARE OR FIRMWARE PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE,OR THAT ANY DEFECT OR MALFUNCTION IN THE SOFTWARE IS CORRECTABLE_THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTASILI'TY,FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,WHICH ARE HEREBY DISCLAIMED, 11,,Warranty Exdusions and Requirements: 1,1.1,Company's warranties set forth in Section So shall not apply to any products or parts,or as applicable,services;(a)that have been opened, disassembled,or repaired,or altered or performed,in each case by anyone other than Company or its authorized service representative;(b)that have been subjected to misuse,abuse,negligence,accidents,damage,or abnormal use or service;(c)that have not been properly maintained;(d) that have been operated or installed,or have had startup performed,in each case in a manner contrary to Company's printed instructions;(e) that have been exposed,directly of indirectly,to a corrosive atmosphere or material such as,but not limited to,chlorine,fluorine,fertilizers, waste water,urine,rust,salt,sulfur,ozone,or other chemicals,contaminants,minerals,or corrosive agents;(f)that were manufactured or fumishird by others and/or are not an Integral part of a product manufactured by Company;or(g)for which Company has not been paid in full. 11,2.The warranties set forth in Section 10 shall not apply to products with rotary screw compressors or centrifugal compressors if such products have not been started,or if such sta rtup has not been performed,by a Company or Company authorized service representative. 11.1.Refrigerants,fluids,oils and expendable Items such as Filters are not covered by Company's warranty. 11 4.COMPANY MAKES NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,REGARDING PREVENTION OF MOLD/MOULD,FUNGUS, BACTERIA„MICROBIAL GROWTH,OR ANY OTHER CONTAMINATES. 11,S,COMPANY MAKES NO REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,THAT THE PARTS ORDERED BY CUSTOMER MEET THE DESIGN AND SPECIFICATION REQUIREMENTS OF ANY PROJECT.To that end,Customer accepts full and sole responsibility to determine what parts ordered are needed for a project. 11.6.if free warranty labor is available under Section 10,such free labor does not include diagnostic visits,inspections,travel time and related expenses,or unusual access time or costs required by product location. 11.7.No person(including any agent,sales representative,dealer or distributor)has the authority to expand Company's obligation beyond the terms of the express warranties in this Agreement,or to state that the performance of any product is other than is published by Company, SI.R.The warranties in Section SO and any optional extended warranties are granted only to the original user. 11.9.Company must receive a startup Regi stration Form for products containing motor compressors and/or furnaces within ten(10)days of original product startup.If Company does not timely receive such Registration Form,the startup date and ship date will be deemed the same for determining the commencement of the warranty period and the warranty shall expire twelve(12)months from that date. IL Remedies and Limitation on Llabllpty: 12.1.Customers rem edles with respect to the products and services sold hereunder shall be limited to the warranties provided in section 10 and shag not exceed the lesser of:(a)the cost of repairing or replacing defective products;and(b)the original purchase price actually paid for the products or services. I Z,2,IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL COMPANY BE UABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT,SPECIAL,CONTINGENT,CONSEQUENTIAL,DELAY OR LIQUIDATED DAMAGES,INCLUDING,WITHOUT LIMITATION ANY DAMAGES THAT ARISE OUT OF OR IN ANY WAY RELATE TO COMPANY'S PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT,WHETHER THE iTT"EORY FOR RECOVERY IS BASED IN LAW OR IN EQUITY,OR IS UNDER ANY LEGAL THEORY WHATSOEVER,INCLUDING,WITHOUT LIMITATION, BREACH OF CONTRACT OR WARRANTY,INFRINGEMENT,NEGLIGENCE,OR STRICT LIABILITY,REGARDLESS OF WHETHER THESE DAMAGES COULD HAVE BEEN FORESEEN.THE TERM'CONSEQUENTIAL DAMAGES"INCLUDES,WITHOUT LIMITATION,THOSE DAMAGES ARISING FROM BUSINESS IWERRVPTiON OR ECONOMIC LOSS,SUCH AS LOSS OF ANTICIPATED PROFITS,REVENUE,PRODUCTION,USE,REVENUE,REPUTATION,DATA OR Service&Repax Quote 6 0202S DaiFin Applied QUOTES 1,e6' CROPS„IN NO EVENT WILL COMPANY'S LIABILITY UNDER THIS AGREEMENT,IN THE AGGREGATE,ARISING FROM ANY CAUSE WHATSOEVER E',aCEC,V THE PRICE PAID OR PAYARIE FOR THE EQUIPMENT OR SERVICES GIVING RISE TO THE CLAIM. 11,Intellectual Property fndemnitication:Company will,at its own expense,defend any suits that may be instituted by anyone against Customer for alleged infringement of any valid United States patent,trademark or copyright in existence on the date of this Agreement relating to any products or replacement parts sold hereunder that are manufactured by Company;provided that Customer has:6)made all payments then due herem,inderl(ii)given Company Immediate notice in writing of any such suit and transmit to Company immediately upon receipt all processes and papers served upon Customer;and(N)permitted Company,either in the name of Customer or the name of Company,to defend the same and given Company all needed information,assistance and authority to enable it to do so.If the products alleged in such suit held by a court of compel'entjurisdiction to have,in and of themselves,infringed any such patent,trademark or Copyright,Company will pay any final award of damages in such suit to the extent attributable to such Infringement.Notwithstanding the foregoing,Company shall not be responsible for any settlement made without its written consent,or for infringements of combination or process patents Covering the use of the products in combination with other goods not furnished and manufactured by Company.Notwithstanding the provisions of this paragraph,Customer will hotff Company harmless against any expense or loss resulting from Infringement of patents or trademarks arising from compliance with Customees designs or specifications or instructions. 14.System Security:Customer is solely responsible for the implementation and maintenance of a comprehensive security program I"Security program I that contains reasonable and appropriate security measures and safeguards to protect Customer's computer network,systems, maChine,s,and data(collectively,"Systems")against Cyber Threats,Including those Systems on which Customer runs the products or uses the Services provided by Company.`Cyber Threat(sl'means any circumstances or events with the potential to adversely impact,compromise, damage„or disrupt Customers Systems of that may result in any unauthorized access,acquisition,loss,misuse,destruction,disclosure,and/or too+di icatilon of Customers systems,Including any data,whether through malware,hacking,or similar attacks. 1,5.Force Majeure:Company shall not be liable for any damage as a result of any failure to perform or For delay in performance due to any cause beyond Company's reasonable control,including without limitation,any acts of God,including flood,earthquake,tornado,storm,fire,or epidemics or pandemics;acts of terrorism,war or public enemy,civil disobedience,riots,sabotage,or labor disputes;labor or material shortages of delays,delays in transportation,or Inability to access or obtain manufacturing facilities;restraint by court order or public authority(whether valid or Invalid);or acts of Customer(a"Force Majeure Event").In the event of a Forte Majeure cause prevent the time for the affected partys performance will be extended for a period of time reasonably necessary to overcome the delay caused by such Force Ma)eure cause of event.If the materials or equipment included in this Agreement become temporarily or permanently unavailable for reasons beyond the control of Company,Company shall be excused from furnishing said materials or equipment and shall be reimbursed for the difference between cost of materialsor equipment unavailable and the cost of an available reasonable substitute. I&Choice of Law and Disputes: 16.1,This Agreement shall be governed by and construed according to the laws of the State of Minnesota,without regard to conflicts of law. 16.2,All claims,disputes,controversies and alleged breaches arising out of or relating to the Agreement shall be submitted to binding arbitration to accordance with the Commercial Arbitration Rules of the American Arbitration Association("AAA"),except that Company,at its sole option, elect at anytime before it has filed an arbitration demand or answering statement to litigate in court in lieu of arbitration.Any such attutratiort shall be held in Minneapolis,Minnesota,unless another site is mutually agreed upon by the parties.Arbitration discovery shall be aftowed in accordance with the Federal Rules of Civil Procedure;provided,however,that any such discovery shall be completed within four(4) miooths from the date the Demand for Arbitration is Fded with the AAA.Any arbitration award may be entered as a judgment in any state or federal court having jurisdiction. 17,General Provisions: 17.1,This Agreement is binding upon and shall Inure to the benefit of each patty's respective successors,assigns and affiliates. 17.2,The headings in this Agreement are used as a matter of convenience and shall not be construed to in no way define,limit or describe the scope or intent of any provision of this Agreement. 17.3.A parWs failure or neglect to enforce any provision hereof shall In no way constitute a waiver of such patty's rights under any other provision,No waiver,alteration or modification of this Agreement shall be valid unless made in writing and signed by an authorized official of the Company„In particular and without limiting the foregoing,notwithstanding anything to the contrary in Customer's purchase order or any other docuirrients,the Company does not accept any order subject to project design and specifications. 17.4.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations,representations OF agreements relating thereto either written or oral,except to the extent that they are expressly incorporated herein. 17.5.If any provision of this Agreement is found for any reason to be invalid or unenforceable,such provision shall be deemed deleted and replaced by an enforceable provision which,insofar as possible,achieves the same economic and other benefits for the parties as the severed provision was intended to achieve,and the remaining provisions of this Agreement shall continue in full force and effect. 11I.Addltloftal Provlslorss Relating to Company s provision of Services; 181.If during the first thirty(30)days of any Maintenance Agreement or upon a seasonal start-up under a Maintenance Agreement,Company determinesthat any equipment covered under this Agreement in need of repair and/or replacement,Company shall inform Customer of the Mitoment condition and the recommended remedy.Thereafter,Company shall not be responsible for the present or future repair and/or replacement or operability of any such specifically identified equipment until such equipment is brought by Customer to an acceptable condition, of the Customer removes the unacceptable equipment from such Maintenance Agreement. 1g.,2.Any and all costs,fees and expenses arising from or incurred,directly or indirectly,in anticipation of any federal,state,county,local or admiolstrat'ivestatute,law,rule,regulation or ordinance(collectively"Governmental Regulation(sr)requiring use of a refrigerant,other than the typeof refrigerant currently being utilized In connection with Customer's equipment on which Company Is providingservlces under this Service&Repair Quote 7 @2025 Daikin Applied QUOTE#f Agreement,shall be borne solely by Customer and Company shall not be requ red to bear any such costs,fees or expenses incurred or required in connectaorrwithn the modification,removal,replacement or disposal of any refrigerant made in response to any Governmental Regulation. 18.3.The contract price stated in this Agreement is predicated on the fad that all work will be done during Company's regular working hours unless otherwise specified.I f for any reason Customer requests that such work be performed other than during regular working hours,or requests work that is outside the scope of services specified hereunder,Customer agrees to pay Company any additional charges arising from such additional services,including,without limitation,premium pay,special freight or other tees or costs associated therewith.Company may,in its sole discretion,reserves the right to engage others in a subcontractor status to perform the work hereunder 18.4.Customer shall be solely responsible for all costs,expenses,damages,fines,penalties,claims and liabilities associated with or incurred in 'coniwCtioa with any hazardous materials or substances,Including but not limited to asbestos,upon,beneath,about or inside Customers equipment or property Title to,ownership of,and legal responsibility and liability for any and all such hazardous materials or substances,shall at ail times remain with Customer.Customer shall be responsible for the removal,handling and disposal of all hazardous materials and substances in accordance with all applicable Governmental Regulations.Customer shall defend,indemnity,and hold harmless Company and its officers, dlrectlors,agents,and employees(collectively"indemnHied Parties")for,from and against any and all claims,damages,costs,expenses,liabilities, actions,wits,fines and penalties(including without limitation,attorneys fees and expenses)suffered or incurred by any such Indemnified IPartAes„based upon,arising out of or in any way relating to exposure to,handling of,or disposal of any hazardous materials or substances, intfooirrg but not limited to asbestos,in connection with the services performed hereunder.Company shall have the right to suspend itswork,at no penalty to Company,until such products or materials and the resultant hazardsare removed.The time for completion of the work shall be extended to the extent caused by the suspension and the contract price shall be equitably adjusted. I&S.Customer shall provide Company personnel with the usual required utilities(water,electricity,compressed air,etc.)and special tools and equipment normally used for such services unless specifically stated in the quote.Further,Customer shall ensure that sufficient service access space is provided.Company shall not be held liable for failure of or damage to any customer equipment caused by power interruptions,single phasing,phase reversal,low voltage,or other deficiencies beyond the control of Company. 18.6.Company is not responsible for,(a)the design of Customers system(unless specifically included In Companys proposal),(b)obsolescence, electrical power failures,low voltage,the burned-out of main or branch fuses,low water pressure,vandalism,or misuse or abuse of Customers system by others(including the Customer),(c)negligence of the operatlonof the system by Customer or others,or(d)other causes beyond the Control of company.If Company is required to make any repairs and/or replacements or emergency calls occasioned by the improper operation of the system or the equipment covered hereby,or by any cause beyond CompaAysControl,Customershalt pay Company for the charges Incurred in making such repairs and/or replacements or emergency calls in accordance with the Current established Company rates for performing such services, 19,7.A Maintenance Agreement may be terminated:(i)by either party upon the anniversary date of the Agreement;provided however,that written notice of such termination must be given to the non-terminating party at least thirty(30)days prior to the anniversary date;(ii)by Company upon live(5)days prior written notice to Customer,in the event that:(x)any sums or monies due or payable pursuant to this Agreement are not paid when due,or any additions,alterations,repairs or adjustments are made to the system or equipment without Company"s prior approval,(lit)by either party,In the event that the other party commits any other material breach of this Agreement and wch breath remains uncured for ten(10)business days,after written notice thereof.If a Maintenance Agreement is terminated for any reason,other than a material breach by Company,Customer shall pay,in addition to all sums currently due and owing,the entire remaining balance due for the term of the Maintenance Agreement,or an amount equal to time and materials expended for the year,whichever is less- 2%Additional Provisions Relating to Sales in Canada,The parties hereto confirm that it is their wish that this contract be drawn up in the English language only;les parties aux prdsentes confirment leur volont6 que ce central sort r6digC en langue anglaise seulernent. Service&Repair Quote $ 02025 Oaikin Applied QUOTE 4•.. :li MEMORANDUM TO: CHRISTINE HURLEY, MONROE COUNTY ADMINISTRATOR; TINA BORN, DIRECTOR OF MONROE COUNTY OFFICE OF MANAGEMENT& BUDGET/PURCHASING; 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; CHRISSY COLLINS, SENIOR BUILDING ADMINISTRATOR/BUDGET- DEPARTMENT OF FACILITIES MAINTENANCE; DEREK NAPPI, MANAGER- DEPARTMENT OF FACILITIES MAINTENANCE(MONROE COUNTY DETENTION CENTER- STOCK ISLAND) FROM: JOSEPH X. DINOVO,ASSISTANT MONROE COUNTY ATTORNEY RE: EMERGENCY WAIVER OF COMPETITIVE PROCUREMENT PROCEDURES FOR CHILLER REPAIR & REVISION OF CONTROLLER SOFTWARE AT THE MONROE COUNTY DETENTION CENTER (STOCK ISLAND) DATE: JANUARY 26,2026 BACKGROUND The Monroe County Detention Center on Stock Island in Key West, Florida is a facility operating twenty-four hours per day,seven days a week housing an 'inmate population and the correctional staff of the Office of Mon-roe County Sheriff. As such, it must be suitable for its purpose to house its inmate population in a humane manner. On or about August 8, 2025, Daikin Applied Americas, Incorporated (Daikin) was contacted to address the failure of the Heating,Ventilation&Air Conditioning(HVAC) system to adequately cool the facility. In particular, it was initially determined that Chiller #1 providing water to the HVAC system required the installation of a Soft Starter and revision of the software to the Controller.Daikin thereafter quoted the cost of providing the aforementioned repairs to be $6,981.36. The amount quoted was below the threshold of$10,000.00 set forth in Subparagraph 2(F) of the Monroe County Purchasing Policy triggering the requirement that two or more quotes be obtained for work costing between that amount and$100,000.00. Upon arrival at the facility, Daikin discovered that additional work needed to be performed on the Chiller to render it operational and for the HVAC system to perform as intended.The additional work entailed the replacement of the Inverter Board on Chiller#1 and increased the total cost of providing the repairs to $10,492.09- an amount exceeding the threshold set forth in Subparagraph 2(F) of the Monroe County Purchasing Policy. DISCUSSION Based upon the information provided above, I conclude the foregoing circumstances constitute an emergency situation that pertmits 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 & 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 Purchasing 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] 2 It is my considered opinion that the failure of the HVAC system to provide adequate climate control at the Monroe County Detention Center (Stock Island) for inmates housed therein and whose care Is entrusted to the County and the staff who are required who work at the facility rendered it unfit for its intended use to house inmates and constitutes an "emergency" for purposes of Section 2-347, Monroe County Code and Chapter 7(B), Mon-roe County Purchasing Policy. Moreover, the failure to address the need for HVAC repairs and to provide a climate-controlled environment to inmates and staff in a timely manner interrupts the delivery of essential governmental services by impacting the ability of the Office of Monroe County Sheriff to fulfill its responsibility to adequately house inmates in its care. The repairs contemplated by the initial assessment of the work and the further repairs determined to be necessary were both designed to address the emergency created by the failure of Chiller #1 to adequately render the HVAC system operational.While the existence of an emergency would not be necessary to permit the purchase of the services in the originally quoted amount because the competitive solicitation process would not have been triggered by Subparagraph 2P of the Monroe County Purchasing Policy,the emergency nevertheless existed both before and after it was determined that additional work was required to render the HVAC system operational.Consequently,pursuant to Section 2-347, Monroe County Code and Chapter 7(B), Monroe County Purchasing Policy, the aforementioned emergency constitutes an exception to the competitive solicitation requirements set forth in Subparagraph 2(F) of the Monroe County Purchasing Policy. CONCLUSION 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)(2)(a) and Subchapter 2(F), Monroe County Purchasing Policy, the purchase under emergency circumstances may be approved by the County Administrator. 3 Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (hereinafter, "County") and, Daikan Applied Americas, Incorporated (hereinafter, "Company') agree as set forth below. The County and Company hereby enter into this Addendum to Q u o t e #Q-8 6 6 16 o f C o m p a n y and agree to the following: The Agreement includes and incorporates the Quote 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' 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. 1 Governine Law, Venue, Interpretation, Costs, and Fees. This Agreement shall be governed by and construed in accordance with the |avva of the State of Florida upp|iCuh|c to contracts nuudc and to be pcdboned entirely in the S\o1c. In the event that any cause ofaction 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. Attorney's Fees and Costs. The Parties agree that, in the event any cause of action or administrative feuded by any party ce|n1ivc to the enforcement or interpretation of this proceeding grcennc , the prevailing party shall hc entitled V»reasonable uttnrucy`s fees and court costs, aeaoaward 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 ofCivil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. The Parties agree that there will be no discrimination against any person, and it is expressly understood that, upon u determination byu 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 io comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating tunondiscrimination. These include but are not limited to: l\ Title Vllnf the Civil }lighto}\utofl9b4 /Pl. 80-352lvvbicbpnohibitsdiacrinoino1iouontbebuoimofruoc, color or national origin; 2) Title }% ofthe Education Amendment nfl972, us amended (20DSCns.l68!- l0O}. and 1685-1680), which prohibits discrimination on the humim of sex; ]) Section 504 of the Rehabilitation Act of 1973, us amended /20 LJSC s. 7g4>, which prohibits discrimination on the basis mf disability; 4) The Age Discrimination Act nf |975, us amended (42 USC us. 6101-6107) vvbioh prohibits discrimination on the basis ofage; 5)The Drug Abuse Office and Treatment Act ofl972 (PL92-255)` um 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 uhuno or alcoholism; 7) The Public Ucu|th Service /\c1 of |gl2, »n. 523 and 527(42QSCss.h9Odd-3 and 290eo-3),as amended,relating in confidentiality ofalcohol and drug abuse patient records; 8) Title \/l}lo[the Civil Rights Act o[ |9bM (420SCo. 300| ctmeq.), um amended, relating to uoodixorinuioahmo in the sale, rsu1u| nr financing o[housing; 9) The Americans with Disabilities /\u1 of 1990 (42 USC ». 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, /\uiu)c ll, vvbicb prohibits discrimination on the basis of roue, color, usx^ religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; ll) Any other nondiscrimination provisions in any Federal or sLn1c statutes vvbiob may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance l[ lu e Company must comply with Florida public records )avvs' including, but not limited to, Chapter 1 ]9, 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 dmCuoncots, records, papers, letters or other"public record"materials in its possession oc under its control subject to the provisions of Chapter l |q" Florida Statutes, and made or received by the County and Company in conjunction with this contract and related \o contract pnrfbnmonco. The County sbu|| have the right to unilaterally cu000| this contract upon violation of this provision by Company. Failure of Company to abide by the terms ofthis provision mku|| be deemed onun1uria| bccucb of this contract and the County may enforce the terms ofthis provision in the fbon of court proceeding and abul|, as 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 Inimunily. 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 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 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 lLiability. 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 Systern. 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. Counly 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 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 3 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 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. Employment or Retention of Former Coun!j Officers or Empl!&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 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 Cote)anies 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: ill tj,)rJ'natiOr)/COr1V iCtCd SLIS LILLI�Lded c1,,-,ci�i!11jgatory cL)iUi flaints, vendor lists Non-Collusion Affidavit. Company by signing this Agreement, according to law on its oath, and Linder penalty of perjury, deposes and says that the person signing on behalf of the Company and the bidder making the Proposal for the project described in the Scope of Work 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 Noncocircive Conduct for 1,abor 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 threatening 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; 5 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported gnvcrnnnent identification document, o[any person; 5. Causing mr threatening io cause financial harm in any person; 0. Enticing or luring any person by fraud or deceit; or 7. Providing ncontrolled substance asoutlined in Schedule l or Schedule i| 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 toabide by same. The Company mhu|| maintain the following required insurance throughout the entire 1crnn of this Agreement and any extensions. Failure io 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 cnnnp|cdou 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 ioperform usecounnco(a shall be imposed as if the work had not been suspended, cssepi for Company's failure to nnuiu1uio the required insurance. Commercial General Liability Insurance with noioicnunn limits of$5O0,0U0Combined Single Liouit(CSL) If split limits are provided, the nnininouon limits acceptable ybo|\ be $250,000 per Person, $500,000 per Occurrence and $50,OOO property damage. The Monroe County B[)C[ ahu|| be named uyuoAdditional 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 u[the required ioxu,nnoc, including the insurance policy application and either: • Original Ccdifioutno[Insurance, OR • Certified copy of the actual insurance policy, OR • Ccuifiou1s of Insurance c-mailed from losunuoue Agent/Company to County Risk Management - Telephone K}ue\un Jones ut(3O5) 292-3470 for details /Ccdi5cn1ey can bec-onui\cd directly from the insurance agency to: Jonoo-{}oe|au(��MnoroeCouoty- Figov. f\u original cedifiootenru certified copy of any oc all insurance policies required bv this contract shall hc filed with the Clerk n[the£\()CC prior to the contract being executed ky the Clerk's office. Thclnsuruncc policy must etu10 that the Monroe County B()CC is the Certificate Holder and Additional Insured for this contract. Cnnupuuy oam/n Applied South Florida Momnos COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM Signature DATE: Title Guillermo Feria District Service Manager Doteo/n/o0o0 6 REMIT TO: DAIKIN APPLIED INVOICE 24827 NETWORK PL PArFrDA WIN CHICAGO IL 60673-1248 ... Fr (ADDRESS NOT FOR OVERNIGHT MAIL) Number 3560568 .......... Daikin Applied 13600 Industrial Park Blvd. FED.ID.:41-0404230 Minneapolis,MN 55441 Invoice Date 25-NOV-25 Phone:(763)553-5330 Purchase SIGNED Order PROPOSAL Service Office Miami Service BILL TO: SHIP TO: ...... Attn:Accounts Payable STOCK ISLAND DETENTION CENTER MONROE COUNTY BOARD OF COUNTY 5501 College Rd Service Order SV250903025 COMMISSIONERS Key West FL 33040 Customer No 289430 3583 S ROOSEVELT BLVDmmmmmm„ ATTN CHRISSY COLLINS KEY WEST FL 33040 Pacie 1 of 1 Mp Ship Via Fe: S::::�'— U E UP ON RE CEIPT ............ Item No. Qty Model Number/ Description Extended JOB PERFORMED AS PER Q-88632-CHILLER#1 INVERTER BOARD CHANGE- SERVICE&REPAIR SERIAL# 1 1 Flat Rate Charge 10,492.09 I-IF YOU HAVE QUESTIONS REGARDING THIS INVOICE PLEASE CONTACT_954:*BC,-,4628),THANK YOU FOR YOUR BUSINESS. TOTAL a, in K60 L S U al In Nrut,s standard temns and SUBTOTAL TAX FREIGHT co (Form 0 2 6-REV) IF these terms and co,rada"tiCrnsarenotonfite,rAr,oariDeEkiviAppked at(763)553-5330, Past due accounts are subject to interest charges. 10,492.09 0.00 0.00 10,492.09 ............... ...............— I .. - L_._..[.......................... V10 I;u]E,i1 ,IuUP,,Ip Y i.'.0 /tl"0 itI IJK( IINASt. 1111(a II10)Ji-',"'V NJ ➢_ ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Discount Rock and Sand, Inc. Contract# Effective Date: 4/7/2026 Expiration Date: 10/31/2026 Contract Purpose/Description: Demolition of derelict structure at 114 W Ave A, Key Largo on property acquired by the County through foreclosure auction. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cynthia Guerra 305-453-8756 guerra-cynthiaa`mortoecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 20,100.00 Current Year Portion: $ 20,100.00 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the total cumulative amount is$100,00.00 or Tess) Budgeted?Yes X No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: Fund 316 CC_23013 SC_00104 ADDITIONAL COSTS Estimated Ongoing Costs: $ 0 /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES X NO ❑ CONTRACT REVIEW Christine Digitally signed by Reviewer Christine Hurley H u rl e Date:2026.04.23 Department/Office Director/ Signature: Y 14:45:50-04'00' Assistant Director Jeni-Lee Digitally signed by Jeni- Lee MacLaughlin County Attorney Signature: Mae, Date:2026.04.07 Gaelan P 14.'Uyir�j%nedbyGaelan P Jones Risk Management Signature: eases Date:2026.04.14 �vrr�� Julie E. Digitallylsl�ne��1.n E. Cuneo Purchasing Signature: r.,,r,,,, Date:2026.04.15 (email contra ctsCa monroecounty-fl.gov) 12:33:27-04'00' OMB Signature: AnPlica Digitally n (email OMBamonroecounty-fl.gov) MaICOSky Date:2�415 14:50:09-04'00' Comments: Revised BOCC 11/12/2025 AGREEMENT FOR DEMOLITION, REMOVAL AND DISPOSAL 114 W AVENUE A, KEY LARGO This Agreement (hereinafter "Agreement") is made and entered into by Discount Rock & Sand, Inc. (hereinafter "Discount Rock & Sand"), a Florida for profit corporation, and Monroe County (hereinafter"County"), a political subdivision of the State of Florida. WHEREAS, the County has acquired certain lands through foreclosure auction; and WHEREAS, the Monroe County Comprehensive Plan Land Authority (hereinafter "Land Authority" is serving as the County's agent for the purpose of demolition of the structures on the acquired land; and WHEREAS, Discount Rock & Sand responded to a Request for Quotes issued February 23, 2026 by the Monroe County Land Authority for demolition and removal of all structures and general cleanup of a single lot site in the Key Largo Trail Village First Addition Subdivision, Key Largo, with the property address of 114 W Avenue A ("Demolition Quote"). A true and correct copy of the Demolition Quote is attached hereto and incorporated herein as Exhibit A; and WHEREAS, Discount Rock& Sand has agreed to provide services which shall include but not be limited to demolition, removal and disposal services. NOW, THEREFORE in consideration of mutual covenants and undertakings set forth herein, the parties do hereby agree as follows: 1. Authorization Limited to Subject Property a) The activities authorized by this Agreement apply only to the following property (RE, legal description, and address as follows): RE # 00461740-000000 Legal Description: Lot 3, Block 17 of Key Largo Trailer Village First Addition, according to the plat thereof, as recorded in Plat Book 5, page 55 of the Public Records of Monroe County. Address: 114 W. Avenue A, Key Largo, Florida 33037 hereinafter"Subject Property". b) This Agreement does not authorize any activity on any property other than the Subject Property and does not obligate the County to enter into similar agreements for other County properties. 2. No Work Authorized Except Under Specific Conditions a) Discount Rock & Sand shall maintain all necessary licenses, permits, or other authorizations necessary until the duties hereunder have been fully satisfied. b) Discount Rock& Sand shall not commence any work on the Subject Property without first obtaining a written Notice To Proceed from the Land Authority. Page 1 of 7 c) Discount Rock & Sand shall not commence any work on the Subject Property that is not in compliance with the rules and regulations of any applicable federal, state or local authority. Discount Rock & Sand shall be responsible for obtaining any and all approvals or permits required by said authorities, including but not limited to a Monroe County Demolition Permit. Permit fees must be paid by Discount Rock & Sand but will be reimbursed by the Land Authority. Discount Rock & Sand must provide copies of all required permits and approvals to the Land Authority prior to receiving a Notice To Proceed. d) During demolition activities, damage and/or removal to native habitat is to be avoided. Monroe County permit may be required for any necessary native or non-native vegetation removal. Proper disposal is required for any vegetation removed. e) All work shall conform to and be operated in conformance with OSHA safety requirements. f) Discount Rock & Sand shall maintain safe conditions at all times. Should the County consider the operations unsafe, the operations shall be suspended until the unsafe conditions have been corrected to the satisfaction of the County. g) Discount Rock & Sand shall implement dust and noise control measures as appropriate and ensure minimum interference with roads and traffic. h) Discount Rock & Sand shall commence permitted field work within five (5) to seven (7) days of receiving issued permits. Discount Rock & Sand shall complete all demolition activities within forty-five (45) days of receiving issued permits. If Discount Rock & Sand anticipates an inability to meet these deadlines due to circumstances outside of their control, then Discount Rock & Sand must submit in writing a request for an extension to the Land Authority. Within five (5) business days the Land Authority will respond with an approval, denial or request for additional documentation to support any extension. If Discount Rock & Sand fails to meet the forty-five (45) day completion deadline without an extension authorized by the Land Authority, then Discount Rock & Sand will be charged $50 per day in liquidated damages until the work is complete to the satisfaction of the Land Authority. 3. Scope of Work Subject to the conditions in Sections 1 and 2, the following activities may be authorized by a written Notice To Proceed issued by the Monroe County Land Authority: a) Demolition, removal and proper disposal of all buildings and structures (including but not limited to the buildings, porches, foundations, footers, fences, slabs, pavers, posts, mailbox, etc.). No crushing or burning is allowed on the Subject Property, all material must be hauled off the Subject Property and properly disposed of. b) Grading and backfill as necessary to leave the Subject Property in a clean and level condition. The finished grade must be consistent with the grading of adjacent upland parcels, avoiding any deviation greater than plus or minus two (2) inches of adjacent upland grade. The Land Authority will inspect the Subject Property within 21 days of the completion of work to verify no below-grade area or voids have occurred. Discount Rock & Sand shall be required to place additional fill as required by the Land Authority. Page 2 of 7 c) Disconnection of water and sewer as needed for the demolition, but in a condition that provides for re-connection at a later date for future redevelopment of the Subject Property. d) Electric utility disconnection at the Subject Property to include removal of any power poles and meters limited to the Subject Property. All utility and/or power poles that provide service to adjacent and nearby properties must remain in place and undisturbed. e) Removal and proper disposal of all trash, debris, and litter from the property. Any household hazardous waste or other hazardous materials found on the site must be handled in accordance with applicable State laws and regulations and disposed of in a facility licensed to accept hazardous materials. f) Proper abandonment of any septic tanks and any wells that may be found on the Subject Property. 4. Insurance Required To be eligible for award, Discount Rock & Sand must obtain and maintain at its own expense all insurance coverage specified herein. Discount Rock & Sand 's insurance must extend all required coverage to any Subcontractors engaged for the performance of work; or alternatively, Discount Rock & Sand shall be responsible for requiring all Subcontractors to obtain and maintain all coverage required by this section. Any deviation from these insurance requirements must be supported by an Insurance Waiver Form approved by the Monroe County Risk Manager. Insurance Waivers may be requested from the Risk Management Department: Tel (305) 292-3470; Email: risk many ement@monroecounty-fl. ov. Discount Rock & Sand will not be permitted to commence work (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the Monroe County as specified below. Discount Rock & Sand must submit satisfactory evidence of the required insurance coverage, either: a Certificate of Insurance; or a Certified copy of Discount Rock & Sand 's Insurance Policies. The County reserves the right, at its sole option, to require Discount Rock & Sand to produce a certified copy of any or all insurance policies required by the Agreement. At a minimum, all insurance policies maintained by Discount Rock & Sand or a Subcontractor must: (1) specify 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; and (2) include a waiver of subrogation rights held by Discount Rock&Sand 's insurer with respect to claims against the County, and its employees, officers and insurers that arise from any loss, liability, or obligation covered by Discount Rock & Sand 's insurance policies. Discount Rock& Sand shall be required to maintain all insurance required by this section throughout the entire Term of the Agreement. In the event Discount Rock & Sand or any Subcontractor fails to maintain all required insurance at any time during the Term of this Agreement, the County shall reserve the right to immediately terminate the Agreement or suspend all Work until the required insurance has been reinstated. Delays in completion of the Work arising from the failure of Discount Rock & Sand or Subcontractor to maintain the required insurance Page 3 of 7 shall not cause the extension of any deadlines specified in the Agreement. Discount Rock&Sand agrees to indemnify and hold harmless the County and the Land Authority from and against any and all increases in costs resulting from such delay, including delays attributable to a Subcontractor's failure to maintain required insurance. In the event of a claim, Discount Rock & Sand shall be responsible for payment of any deductible or self-insurance retention that may be reflected in the insurance policies maintained pursuant to the requirements of this section. The County's acceptance and/or approval of Discount Rock & Sand 's insurance policies shall not be construed as relieving or limiting any liability of Discount Rock & Sand that may arise from the performance of Work under this Agreement. Discount Rock& Sand shall be required to maintain the following insurance coverage: • Commercial General Liability: Discount Rock & Sand '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, Discount Rock & Sand 's policy must provide for claims filed during the term of this Agreement, and for twelve (12) months after its termination or expiration. Discount Rock & Sand 's policy shall be endorsed to name Monroe County Board of County Commissioners and the Monroe County Land Authority as Additional Insured. The minimum limits acceptable are: $500,000 Combined Single Limit (CSL). • Explosion, Collapse, Underground (XCU): As this Agreement contemplates performance of work involving demolition or blasting, Discount Rock & Sand 's general liability insurance must not exclude property damage caused by perils involving subsidence, earth movement(excepting earthquake), explosion, collapse, or underground property damage. • Worker's Compensation: Discount Rock & Sand 's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. In addition, Discount Rock & Sand shall maintain Employer's Liability Insurance with limits not less than: $500,000 bodily injury by accident; $500,000 bodily injury by disease (aggregate); $500,000 bodily injury by disease (per employee). If Discount Rock & Sand believes they are exempt from providing Worker's Compensation insurance under Florida law, the Discount Rock&Sand must obtain an approved Insurance Waiver form from the Monroe County Risk Manager. If the Discount Rock & Sand has been recognized by the Florida Department of State as an authorized self-insurer, the County may recognize and honor the Discount Rock& Sand 's status. Upon request, Discount Rock& Sand shall be required submit a Letter of Authorization from the Department, and may be required to periodically submit to the County current financial statements from the self-insurance fund. • Business Auto Liability: Discount Rock & Sand 's insurance policy shall provide coverage for all owned, non-owned, and hired vehicles used in the performance of work under this Agreement. Discount Rock& Sand 's policy shall be endorsed to name Monroe County Board of County Commissioners and the Monroe County Land Authority as Additional Insured. The minimum acceptable limit is: $300,000 Combined Single Limit (CSL). If Split Limits are provided, the minimum acceptable limits are: $200,000 per person; $300,000 per Occurrence; $100,000 Property Damage. Page 4 of 7 5. Additional Services If additional services are required, the Land Authority shall issue an email requesting and describing the requested services to Discount Rock & Sand. Discount Rock & Sand shall respond with a fee proposal to permit the requested services. An Amendment to this Agreement and a Notice to Proceed will be required to commence with additional services agreed on by both parties. 6. Acknowledgement and Assumption of Risk Discount Rock&Sand acknowledges that in the course of the work described above, Discount Rock& Sand might cause injuries, death, property damage, and/or other harm to third parties. Discount Rock & Sand accepts and voluntarily incurs all risks of any such injuries, damages, and/or harm which arise during, or result from this work. 7. Waiver and Release Discount Rock & Sand waives, releases, and forever discharges any and all claims against the Land Authority, Monroe County, and their officers, employees, volunteers, agents, and representatives (hereinafter collectively "Released Parties") for injuries, damages, losses, or claims arising from, or related to this work, whether known and unknown, including, without limitation, any and all claims, demands, rights and causes of action, that may be asserted in connection with actions or inactions of the Land Authority, Monroe County, and their agents and representatives. 8. Indemnification and Hold Harmless Discount Rock & Sand agrees to indemnify and hold the Released Parties harmless from all losses, liabilities, damages, costs or expenses (including but not limited to reasonable attorneys' fees and other litigation costs and expenses) incurred by any of the Released Parties as a result of any claims or suits brought against any of the Released Parties to recover any losses, liabilities, costs, damages, or expenses which arise during or result from this work, including, without limitation, any and all claims, demands, rights and causes of action, that may be asserted in connection with actions or inactions of the Land Authority, Monroe County, and their agents and representatives. 9. Payment The County shall pay Discount Rock and Sand for the demolition work based on the negotiated and agreed upon rate of$20,100 shown in Exhibit 1. Additionally, the County shall reimburse properly documented permit fees. With the exception of any additional services as provided for in Paragraph 5, the amount due by the county shall not exceed $20,100 plus properly documented permit fees. After the work has been completed, Discount Rock & Sand may invoice the County, subject to the following requirements: • Disposal receipts for all materials taken off site (demolition debris, vegetation, hazardous waste, etc.) must be included with the invoice. • Documentation of permitting fees (like copies of cancelled checks) must be included with the invoice. Page 5 of 7 • Discount Rock & Sand warrants that the invoice will be adequate and sufficient to document costs in a manner that is acceptable for payment by the County. • Discount Rock & Sand shall, without additional compensation, promptly correct any errors, omissions or deficiencies in the work product and invoice. Payment of the invoice is subject to closure of all required permits and a final inspection by the County or Land Authority. 10. Term and Termination a) The term of this Agreement shall expire October 31, 2026. b) Either party may terminate this Agreement upon thirty (30)days written notice to the other party. c) In the event Discount Rock &Sand is found to be negligent in any aspect of service under the Agreement, the County shall have the right to terminate this agreement after five (5) days' written notification. 11. Notice All notices shall be made in writing to the addresses below. Monroe County: Monroe County 1100 Simonton Street Key West, Florida 33040 Attention: Christine Hurley, County Administrator Land Authority: Monroe County Land Authority 1200 Truman Avenue, Suite 207 Key West, FL 33040 Attention: Cynthia Guerra, Executive Director Discount Rock& Sand: Discount Rock& Sand, Inc. 10500 Aviation Blvd. Suite 2 Marathon, FL 33043 Attention: Edilberto Lopez, President 12. Jurisdiction and Severability a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. b) In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the remaining provisions of this Agreement which shall continue to be enforceable. Page 6 of 7 IN WITNESS WHEREOF, Discount Rock& Sand and the County have caused this Agreement to be executed on their behalf by duly authorized representatives. Discount Rock& Sand, Inc. By: Edilberto Lopez, President Signature Date Monroe County By: Christine Hurley, County Administrator Digitally signed by Christine Christine Hurley Date:206.04 Hurley 14:46:16 2-04'00'23 Signature Date Approved as to Form and Legal Sufficiency digitally signed by Jeni-Lee Macl-aughlin Jeni-Lee MacLaughlinDate:2026D4.22 09:22:39-04'00' Jeni-Lee Macl-aughlin, Assistant County Attorney Page 7 of 7 EXHIBIT A Dr)DISCOUNT Estimate # 7497 Date 3/6/2026 ROCK & SAND. �fl, in The Florida Kegs for More Than 28 Years" Florida Certified Contractor No.:CGC1528995 Phone 305-743-5680, Fax 305-289-4200 Specialty Hauler License No.: CD/SL 025 Email: accounting@discountrocksand.com Name/Address Job Site Address Prepared By: SR MONROE COUNTY LAND AUTHORITY 114 WEST AVE A CYNTHIA GUERRA KEY LARGO, FL VHBP Fair Housing Coordinator 102050 OVERSEAS HWY KEY LARGO, FL 33037 Qty Description Rate Total 1 SCOPE: Agree to furnish all equipment and labor as required to complete the 12,800.00 12,800.00 clearing of the above referenced site per details more specifically described below: LOT CLEARING AND DEMOLITION 1. Demolish, load, haul and dispose of all demolition trash and debris generated in the removal of all existing site improvements including the following: a. Remove&haul shrubs and trees as specified and tagged by the biologist of the county/city. 2. Leave site area clean and neat in appearance,free of all trash and debris generated by activities related to land clearing. 3. This quote is based off of building permit being issued allowing us to remove any invasive/native trees that are in building footprint. PAYMENT: 50% UPON SIGNING OF ESTIMATE 50% UPON COMPLETION (IF PAID WITH CREDIT CARD WILL ADD 3% TOTAL OF ESTIMATE FOR CREDIT CARD MERCHANT FEE) ESTIMATE IS VALID FOR 6 MONTHS ESTIMATE DOES NOT INCLUDE: 1.THE BIOLOGIST WHO PREPARED THE VEGETATION SURVEY MUST FLAG THE TREES IN WHICH WILL REMAIN AFTER THE LOT CLEARING. 2. CUSTOMER MUST VERIFY WITH CITY AND/OR COUNTY WHAT COURSE OF ACTION TO BE TAKEN SHOULD A NATIVE PLANT BE DISTURBED IN THE Subtotal Sales Tax(7.5%) Total ACCEPTANCE SIGNATURE: DATE: 10500 Aviation Blvd,Marathon,Florida 39�W Oollow Us: www.DiscountRockandSand.com Lr))DISCOUNT Estimate # 7497 1 Date 3/6/2026 ROCK & SAND. "Serving The Florida Kegs for More Than Years" Florida Certified Contractor No.:CGC1528995 Phone 305-743-5680, Fax 305-289-4200 Specialty Hauler License No.: CD/SL 025 Email: accounting@discountrocksand.com Name/Address Job Site Address Prepared By: SR MONROE COUNTY LAND AUTHORITY 114 WEST AVE A CYNTHIA GUERRA KEY LARGO, FL VHBP Fair Housing Coordinator 102050 OVERSEAS HWY KEY LARGO, FL 33037 Qty Description Rate Total PROCESS OF CLEARING. WE ARE NOT RESPONSIBLE FOR THE EXPENSE OF REPLACING NATIVES DAMAGED BY CLEARING ACTIVITY. 3. PERMITS IF REQUIRED 4. PROTECTIVE BARRIERS, SILT FENCE, TURBIDITY BARRIER IF REQUIRED. 5.IF PAYMENT IS NOT RECEIVED IN A TIMELY MANNER ALL NOTICE TO OWNER/LIEN FEES WILL BE BILLED TO CUSTOMER. We are not responsible for any personal belongings that are left behind. If you want to keep any personal belongings they need to be removed by you before the job takes place. 1 SUB CONTRACTOR FEE . CAPPING OUT ELECTRIC, SEWER, HVAC, 800.00 800.00 PLUMBING. 1 DEMOLITION OF: CONCRETE DOCK AND DISPOSAL 6,500.00 6,500.00 Subtotal $20,100.00 1 FIND THE ABOVE SATISFACTORY AND AGREE TO PAY FOR SAME ON PRESENTATION OF STATEMENT AND FURTHER AGREE TO PAY REASONABLE CHARGES FOR COLLECTION Sales Tax(7.5%) $0.00 INCLUDING ATTORNEYS FEES IN THE EVENT OF MY DEFAULT. YOU ARE AUTHORIZED TO DO THE WORK SPECIFIED. PAYMENT WILL BE MADE AS OUTLINED ABOVE. Total $20,100.00 Christine Digitally signed by Christine Hurley H u rl a Date:2026.04.23 ACCEPTANCE SIGNATURE: y 14:51:55-04'00' DATE: 10500 Aviation Blvd,Marathon,Florida 39�W Pollow Us: www.DiscountRockandSand.com Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONTRACT RAC<T SUMMARY FOR ,",,OI M I OR CONTRACTS %10 O 0 and Utyll�cr/ ( aye. / i{ /i/%, / .. � I r rJ+✓1 � � �fitl,' �IL'7MwY, ��, Vic;% Effective Date: Expiration Date. Contract Purpose/Description: M4� e i/rr v / � %r!��„�i�riL.��,,�" r��;._�r //r�i,✓,aGi r �„rr,/�t/ire o r /,;,,.��,,�ri,Gir �, �/�/��„�rio�(//�iiiir.,�w.i Contract is Original Agreement Contract Amendment/Extension Renewal (fit mitts i„jj f' //G%%// Contract Manager: CONTRACT COSTS /r ,, �i/ ,, /i //// Total Dollar Value of Contract: $ , Current Year Portion: $ j� � ;,,, ' (must be$i00,000.00 or less) '"' ''' 1 (if multiyear agreement then r' "" requires BOCC approval,unless the Q.dYU CUororoUYau.Ve WPOUnt is i 100,000 00 or Vess) Budgeted?YesRK No ❑ Grant: 5,095.00 County Match: Ii�% Cate g of Fund/CostCenter/Spend ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance R uire : YES R NO 0 see pages 29-31 of RFS for Certificate of Insurance approved by Risk managment CONTRACT REVIEW William Reviewer Date In Department Head Signature: q� Ily sr fined by Joseph County Attorney Signature: X°iNovO Risk Management Signature: O Raft �y Jaclyn ZOMW2b Julie E. " lftayO 'b"J°ra 12,5133-o4'ao' s..r��ma Purchasing ROW, 6, 31 Signature: Cuneo 14,40 0113 4AW Angelica Digitally signed by OMB Signature: 9 Mgehcamalo:usky Comments: COS 14:59:25-04'00' Revised BOCC 4/19/2023 Page 84 of 105 Dash Door& Glass Quote DASHTel: .das door.c 64 m Quote: 39226 www.dashdoor.com 0-0 GLASS Date: 01/12/2026 To: Monroe County Detention Center 14493 Project: Plantation Key Court House 5501 College Rd 88770 Overseas Hwy Attn: Public Works Key West FL 33040 Plantation Key FL 33070 Attn: Robert This quote Is valid until: 02/11/2026 Submitted By: Nicholas A Curd Quantity Unit Description 1.00 Ea Grade 1 CVR Exit Device, Electric Latch Retraction, LHR 1.00 Ea RATE-SERVICE-MANUAL-Regular Time, 2 techs 1.00 Ea Freight Main Entrance: -Furnish and replace/install item(s)listed for proper operation of manual door -Lead time is 3-5 days -One year warranty on items)listed -Replace the CVR electrified exit devices -Requires 2 techs Please date and sign your acceptance below. Subtotal $6,095.00 Date: 04/01/2026 �rde�No.: Sales Tax $0.00 GNgitally igne by Quote Total $6,095.00 Christine Hurley Signature Date:2026.04.02 .0000, N ply"Toftwys ofnes Print Name Christine Hurley Print Title County Administrator Page 1 of 1 Addendum Monroe C o ty Contract Terms and Conditions The Monroe County Board of County Commissioners (hereinafter,*'County") and, Dash-Door & Closer Service,Incorporated,dba Dash,Door&Glass (hereinafter,"Company")agree as set forth below. The County and Company hereby enter into this Addendum to Q u o t e #3 9 2 2 6 o f C o in p a n y and agree to the following: The Agreement includes and incorporates the Quote 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. i"he County'9 indemnification is limited and subject to the sovereign immunity provisions of Section 68.28,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 intenance of Ltecords. 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 authorised 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 fallowing the termination of this Agreement. If an auditor employed:by the Country or the Clerk determines that monies paid to the Company pursuant to this Agreement were spent for purposes not authorised 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. ➢. � q�aamnt� kcw k rc Baru rer A,,w�rcuuuGc awanRMs uCkv wru:atdreruuw,ra��;ry^a�kc; r�rrmRw�raro�aana,P�uuuu flan 8�ra,nurpRc��M✓imu tlVru=.,•P�„nart.uura urR,W,�r� runndcw°cnrnRv an r wvRo-arwp.a a�r��V Pv��RVw Y d V P kxc cnuBf sand vnma N auatbe event 01 any ^uuBiu��n u?aau u'nu tiw¢arllc piarn favrrvr,r Vwv+rtht a err Ykwa�,s^^�iwoc aq��^urorarP twnPQr krvvit uuut t4N arrner�caPe krrc�raC.�ml,of, i�CUa��ruraNa� kkR Pvrp uaar n.undanuouakr fur Ak u.rrrirrbnlrG,n rrr uru r6wurat as a of 7 Fi g P Rn c uVwuuv" Ol a- ua¢Raw onn�rentm"av nv Pa t cara'�� cirrnc ati'a ncVx ar�utn rwa a.v c V uraa cc.6kcaw un�n ica.crPR�nc:c wrulikh AAA DM(.P.u��nr�crAcari Assocda6onn a� .d c � Au vmmrm � Door VP�a�nrpsufuu,uoaur°am; uu ,rumen a irons cr Sian�a��wiichbr e Vveni PG Acckaav4 'vR�cnch rP'.c. G2vernin La Venue, Interilretation, 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. AttQELigy's EeM and C2sil. 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. Ng discrimination, 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 Treatrnent 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 Cans 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. Nora:Rai^ver of lininuniU 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. N,gn-Reliance b, N n- a ties, 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. N2 Personal ILl irli . 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 S stems 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, uA,A' orrtn; . 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 gt to Slit. 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 3 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 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. Emyl2yment or F.etenti n of Former Counjj Qffterj or EmL112jees.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 RSgLirdill Srujiuized Coniganies hists. 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: :�lva � .d s �' a � / �� °;0.�.� �t: ti �r�„t u��cltasi "Cve�rdor i liww� r�atioacosivictc Isg n-Collnsi Affidavit'. Company by signing this Agreement, according to law on its oath, and under penalty of perjury,deposes and says that the person signing on behalf of the Company and the bidder making the Proposal for the project described in the Scope of Work 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 Attesfing 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 threatening 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; 5 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 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. 1 MO NROE COUNTY ATTORNEYS OFPCE as� or& Glass APPROVED AS TO FORM � e d -m1-16-2026 Title President Date 02/03/2025 6 et, DATE(MM/DD/YYYY) CC> CERTIFICATE OF LIABILITY INSURANCE 03/2412026 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 pollcy(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 Marsh USA LLC NAWIL One Towne Square,Suite 1100u Southfield,Mi 48076 s INSURE S AFFORDING COVERAGE NAIC# CN1 021 9 09 62-1 2/31-311-2 6-27 INSURERA: 19445 w INSURED INSURER a: Dash Door and Closer Service,Inc. Dash Door and Glass INSURER C: IffincIR UDIQDJ03 27960 ww_ww 6800 NW 23rd Street INSURER D Doral,FL 33172 INSU E INSURER : COVERAGES CERTIFICATE NUMBER: CHI.011015428.10 REVISION NUMBER; 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUE}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. RM TYPEOFINSURANCE P LICY UM O C LM � P LIMITS LTR A X COMMERCIAL GENERAL LIABILITY Y 7GL587 03012026 03/01/2027 EACHOOCCCURRENCE $ 5,000,000 CLAIMS--MADE XX OCCUR P i $ 100,000 MED EXP one arson $ 25,000 _ _..I^^Ya._.� � � __.. PERSONAL BADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 POLICY[X]PRO-- 7 LOC PRODUCTS-COMP/OPAGG $ 10,000,000 JECT OTHE!L $ A AUTOMOBRE LIABILIT' y CA 5244491 03/01/2026 03101120Z7 s o IWE.LIMI $ 5,000,000 -aiIx ANY AUTO Comp./Call.Ded BODILY INJURY(Per person) $ OWNED SCHEDULED $250/$500 BODILY INJURY(Per accident) $AUTOS ONLY AUTOS HIRED AUTOS HIRED NON-OWNED I" I'i'IkdGM1r3E AUTOS ONLY $ AUTOS ONLY IBK aY $ UM13RELLALIAB OCCUR GATE,..„._.....- .25- 6--- EACH OCCURRENCE $ EXCESSLUIB CLAIMS-MADE WAMIR yfa— AGGREGATE S E R N-n N $ q WORKERS COMPENSATION WC066656867 03l01t2026 03/0112027 X P AND EMPLOYERS'LIABILITY T ANYPROPRIETOR/PARTNER/EXECUTIVE �Y!N E.L.EACH ACCIDENT S 5,000,000 OFFICER/MEMBEREXCLUDED7 L. ...J.. NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 5,000,000 If yea,describe under 5,000,000 CRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Uabillty 015137112 03101/2026 03/01/2027 Each ciaimlaggregate 3,000.000 C Contractor Pollution Liability G28388342 006 03101/2026 03/01027 Each incident/aggWate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached 11 more space is required) Florida Certified Specialty Contractor:Steven Sanko License Number:SCG131151092 Monroe County BOCC Were included as additional insured where required by written contract with respect to general liability and auto liability. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2798 Overseas Highway Suite 300 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Marathon,FL 33050 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE a 1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD \1O`.iMl l'01 \ I l ( O\I\115510'.I.C�ti 111 i 11 \51\C i 110IJ( '1 \1 \\I \1 ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Emergency Services Consulting Contract# N/A (ESC.I) _ ... ..__ . Effective Date: 00/01/2o2s.w... .........._..w..—.............."",'ll""I'll""I'll.......... ExpirationDate: 0.3/.3.1../2.02.7............................................ww_.....................__m.. Contract Purpose/Description: Consulting,Services from ESCI for the developmerpt,valicletlon,_ ,etring,end„tather,c?n,s,ultl0g services relating to the provision of promotional exams for the ranks of Lieutenant and Captain in the Monroe IVlonroe County-Fire Rescue Department. Effect veµdate is upon exec�utionWo t i last signing party,mmamndmitmwill�b.. e -----------------.......v kf-for+-year;...b es-an -firraf-payment._._... _. . Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cheri Tamborski 305.289.6088 Tamborski-Cheri@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 6,000.00 Current Year Portion: $ 6,000.00 must be$100,000 or less of mis agreement then 141-115001 (33°�)/SC_0( ) ( multiyearg 0036 q PP /o)/SC 00036 unless the u,)¢a4 cmnulllonvo 148-63100(33%)/SC 00036 a,iru�crorurru'is�Y�ri(7�0.f1+J�tl�tl�or less) Budgeted?Yes ✓�No Grant: $N/A County Match $ NlA Fund/Cost Center/Spend Category: See above ADDITIONAL COSTS Estimated Ongoing Costs: $ 0 /yr For:0 Not included in dollar value above e. maintenance,utilities,janitorial,salaries,etc. Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer R.L. Colina Digitally signed byR.L Colina Department/Office Director/ Signature: M M_______.__Date:2026.03.27 16:13:24-04'00' Assistant Director Digitally signed by Eve M.Lewis County Attorney Signature: Eve M. Lewis Date 2026 04,08 15:47:42 04'00' l. Risk Management Signature: JJ. Date adyn Flatt Digitally signedy6,04 OB 1625y:48_ ..w�..._w.v_v.,. .,......v_......................................................................... a1 202 � �. . �4.��....� Lisa Abreu Date:2026,04.15Digitally signed by16:29:3 rem Lisa Ab Purchasing Signature: o-oaroo ((OetMilBcontracts(�monroecounty-fl.gov) Signature: Angelica Malcosky oaeazoz604,16os:%os-o ooskymm (email OMBgmonroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 �. i , ,1 I 911P ,, �_ AGREEMENT between MONROE COUNTY,FL and EMERGENCY SERVICES CONSULTING INTERNATIONAL,INC. for Services associated with MCFR's Employee Promotional Process This Agreement("Agreement") is made and entered into this_day of _„m w 2026 by and between Monroe County,a political subdivision of the State of Florida,whose address is 1100 Simonton Street,Key West,Florida,33040,hereinafter referred to as"COUNTY,"acting through the Monroe County Board of County Commissioners (`BOCC") and County Administrator, and EMERGENCY SERVICES CONSULTING INTERNATIONAL,INC.,a Oregon corporation authorized to do business within the State of Florida, whose principal address is 4795 Meadow Wood Lane, Chantilly, VA 20151 ("CONTRACTOR")(collectively,the"Parties'). WITNESSETH: WHEREAS, the COUNTY is in need of services provided by an experienced professional consulting firm to develop, prepare, and score promotional exams and provide other associated services related to the competitive employee promotional process within the Monroe County Fire Rescue Department,as set forth in more detail in"Attachment A-Scope of Services"(hereafter referred to as the "Project"),attached hereto and incorporated herein;and WHEREAS, CONTRACTOR has represented that it has the requisite skills, expertise and manpower to provide the required services. NOW,THEREFORE,in consideration of the mutual promises,covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: ARTICLE I REPRESENTATIONS 1.1 REPRESENTATIONS The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied. The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR agrees that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies,therefore eliminating any additional cost due to missing or incorrect information.The CONTRACTOR assumes full responsibility to the extent allowed by law with regard to its performance and those directly under its employ. At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors,servants,or agents to be employees of the Board of County Commissioners for Monroe County. Page 1 of 15 1.2 Contract Documents. This Agreement shall consist of this contract, including any and all attachments or exhibits. In the event of a conflict between any of the Contract documents, the document imposing the greater burden on the CONTRACTOR will control. ARTICLE II SCOPE OF BASIC SERVICES 2.1 SCOPE OF SERVICES The CONTRACTOR'S Scope of Basic Services consist of those described in"Attachment A"to this Agreement,and same is incorporated herein as if set forth in full. By executing this Agreement, the CONTRACTOR acknowledges that it has thoroughly reviewed the documents incorporated in this Agreement and that it accepts the scope of services to be performed and the conditions under which the work shall be performed. 2.2 CORRECTION OF ERRORS,OMISSIONS,DEFICIENCIES The CONTRACTOR shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR or its subcontractors or both. 2.3 NOTICE REQUIREMENT Formal notice required or mandated under this Agreement shall be in writing and hand delivered, emailed,or mailed,postage pre-paid,to the COUNTY by certified mail, return receipt requested, to the following: � t FOR.Q 1NT '° R CO :,R.AC R: � L County Administrator Monroe County 1100 Simonton Street Room 2-205 Key West,FL 33040 lsmail.„m� And(with copy to) Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West,FL 33040 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are those services not included in the Scope of Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at pricing, rates or fees as negotiated and only as set forth in paragraph 7.1,herein. 3.2 If Additional Services are required, the COUNTY shall issue a letter describing the requested services to the CONTRACTOR.The CONTRACTOR shall respond with a fee proposal to provide the requested services. Only after receiving an executed agreement for the Additional Services, shall the CONTRACTOR proceed with the Additional Services. ARTICLE IV CO'UN"I'Y$RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project. Page 2 of 15 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY to the CONTRACTOR's representative if COUNTY become aware of any fault or defect in the Project or non-conformance with the Agreement.Written notice shall be deemed to have been duly served if sent pursuant to paragraph entitled"Notice Requirement,"herein. 4.4 The COUNTY shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria for the Project. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy,fitness,suitability or coordination of its work product. ARTICLE V IND 11 NIFI 'A"I I lei AND HOLD HARMJIXSS 5.1 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.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. 5.3 In the event the completion of the Project(to include the work of others)is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. 5.4 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. These provisions shall survive the expiration or early termination of the Agreement. Page 3 of 15 ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. 6.2 SUPERVISION&SAFETY CONTRACTOR must supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. CONTRACTOR must comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work.CONTRACTOR must at all times have a competent field supervisor to enforce these policies and procedures at the CONTRACTOR's expense. ARTICLE VH COMPENSATION and TERM 7.1 The COUNTY shall pay the CONTRACTOR based on the following flat rates for services: Promotional Written Exams and associated activities Price Rank: Captain $3 000 Rank:Lieutenant $3,000 The fees for this work must not exceed the total of$6,000. No work may be authorized for completion that exceeds the total fee amount, unless a written amendment hereto is executed by both parties. CONTRACTOR has scheduled personnel to address the Project detailed in "Attachment A". CONTRACTOR will invoice the COUNTY upon completion.Notwithstanding anything contained herein,the fee amount,even if increased by written amendment must not exceed the total value of$100,000.00 without the prior formal approval of the Monroe County Board of County Commissioners. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties,obligations and responsibilities set forth herein, the CONTRACTOR shall be paid at a flat rate as described herein. Payment will be made pursuant to Section 218.70,et seq.,entitled"Local Government Prompt Payment Act,"Florida Statutes. 7.2.2As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit a proper invoice to COUNTY requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk based on generally accepted account principles and such laws,rules and regulations as may govern the Monroe County Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1The CONTRACTOR may not be entitled to receive,and the COUNTY is not obligated to pay,any fees or expenses in excess of the amount stated for this contract. 7.3.2The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. Page 4 of 15 7.3.31t is anticipated that no reimbursable expenses,other than pre-approved travel,will be incurred by the CONTRACTOR. Expenses will only be reimbursed if authorized by the COUNTY in writing in advance and to the extent and in the amount authorized by Section 112.061,Florida Statutes,and the Monroe County Code of Ordinances. 7.4 TERM OF AGREEMENT The Term of the Agreement is for a period of up to one(1)year from the date of execution by both the COUNTY and the CONTRACTOR,but may naturally terminate upon completion of services and final payment. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project(to include the work of others)is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance,the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. Coverage Minimum Limits Form# Workers' Compensation Statutory WC1 Employers Liability $200,000/$500,000/$100,000 Professional Liability $300,000/$500,000 PRO1 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of A or better,that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida.The coverage shall contain an endorsement providing sixty(60)days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. ARTICLE IX TERMINATION 9.1 TERMINATION A. In the event the CONTRACTOR shall be found to be negligent in any aspect of service,the COUNTY shall have the right to terminate this agreement after five (5) days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60)days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement.The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided.In the event of such termination,prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured,the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; Page 5 of 15 however,the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement,including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time,upon sixty(60)days' notice to CONTRACTOR.If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the sum due to the CONTRACTOR exceeds the amount listed in paragraph 7.1. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement,including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance,located at Section 2-721 et al.of the Monroe County Code. E. If COUNTY determines that CONTRACTOR has falsely certified facts under Sections 287.135,215.473,and 287.138,Fla. Stat.,or if CONTRACTOR is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes,as amended,County will have all rights and remedies to terminate this Agreement consistent with state law, as may be amended from time to time. ARTICLE X MISCELLANEOUS 10.1 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Parry's control, without such Parry's fault or negligence and that by its nature could not have been foreseen by such Party or,if it could have been foreseen,was unavoidable:(a)acts of God;(b)flood,fire,earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project;(c)war,invasion,hostilities(whether war is declared or not),terrorist threats or acts,riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project;(e)actions,embargoes,or blockades in effect on or after the date of this Agreement; (f)action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services,market conditions, or supplier actions or contract disputes will not excuse performance by CONTRACTOR under this Section. CONTRACTOR shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. CONTRACTOR shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement.The County will not pay additional cost as a result of an Uncontrollable Circumstance. The CONTRACTOR may only seek a no cost extension for such reasonable time as the Owners Representative may determine. 10.2 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied.Records shall be retained for a period of five(5)years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for Page 6 of 15 public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec.55.03, Florida Statutes,running from the date the monies were paid by the COUNTY. 10.3 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 within a reasonable time at a cost that does not exceed the costs provided in Chapter 119,Florida Statutes,or as otherwise provided by law. C. Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the CONTRACTOR does not transfer the records to the County. d. Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the CONTRACTOR or keep and maintain public records required by the County to perform the services. If the CONTRACTOR transfers all public records to the County upon completion of the services,the CONTRACTOR must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the services, the CONTRACTOR must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County,upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, EMAIL: PUBLICRECORDS MONROECOUNTY-FL.GOV, OR PHONE: 305-292- 3470. If CONTRACTOR does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 10.4 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), Page 7 of 15 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. 10.5 E-VERIFY SYSTEM In accordance with Section 448.095,Fla.Stat.,the CONTRACTOR,and any of its subcontractors; must register with and shall utilize the U.S.Department of Homeland Security's E-Verify system to verify the work authorization status of all persons employed by CONTRACTOR to perform employment duties within Florida during the term of the contract, including newly hired persons, and all persons including subvendors/subconsultants/subcontractors assigned by CONTRACTOR to perform work pursuant to the contract with the COUNTY. By signing this agreement, CONTRACTOR certifies that it is in compliance with and is subject to the provisions of Section 448.095, Fla. Stat. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448,095, Florida Statutes, as amended, and CONTRACTOR may not be awarded a public contract for at least one(1)year after the date on which the Agreement was terminated. CONTRACTOR will also be liable for any additional costs the COUNTY incurs as a result of the termination of this Agreement in accordance with this Section. 10.6 SCRUTINIZED COMPANIES&FOREIGN COUNTRIES OF CONCERN (SECTIONS 287.135,215.473,&287.138,FLA.STAT.) CONTRACTOR hereby certifies that it:a)has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel;b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria.If COUNTY determines that CONTRACTOR has falsely certified facts under this paragraph,or if CONTRACTOR is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes,as amended,or is engaged in a boycott of Israel after the execution of this Agreement, COUNTY will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The COUNTY reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the COUNTY must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation,the Islamic Republic of Iran,the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of NicolAs Madura, 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. EMERGENCY SERVICES CONSULTING INTERNATIONAL 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 Page 8 of 15 stated in it are true. Printed Name: VL4 Title: Signature. 4Date: r 10.7 PUBLIC F TITIES 6IMS 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. 10.8 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." 10.9 NONCOERCIVE CONDUCT FOR LABOR OR SERVICES As a nongovernmental entity submitting a proposal,executing, renewing, or extending a contract with a government entity, COUNTRATOR is required to provide an affidavit under penalty of perjury attesting that COUNTRATOR does not use coercion for labor or services in accordance with Section 787.06,Florida Statutes.As an authorized representative of COUNTRATOR,I certify under penalties of perjury that COUNTRATOR does not use coercion for labor or services as prohibited by Section 787.06.Additionally,COUNTRATOR has reviewed Section 787.06,Florida Statutes,and agrees to abide by same.Last,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,Fla.Stat.,as may be amended from time to time. 10.10 ANTITRUST VIOLATIONS;DENIAL/REVOCATION 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 Page 9 of 15 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. 10.11 DISCRIMINATORY VENDOR LIST CONTRACTOR hereby acknowledges its continuous duty to disclose to the COUNTY if the CONTRACTOR or any of its affiliates,as defined by Section 287.134(1)(a),Florida Statutes, are placed on the Discriminatory Vendor List.Pursuant to Section 287.134(2)(a),Florida Statutes:"An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 10.12 COUNTY SUSPENDED VENDOR LIST The eligibility of persons to bid for an award of County contract(s), or enter into a contract,may be suspended pursuant to sec.2-347(1)of the Monroe County Code of Ordinances.In the event an eligible person is suspended by the County after the contract is awarded,or a suspended person is employed to perform work(e.g. subcontractor in a bid or contract)pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the CONTRACTOR beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination,and herby reserves all other rights and remedies available at law or in equity. 10.13 TRADE SECRETS INFORMATION Documents submitted by CONTRACTOR which constitute trade secrets as defined in Section 812.081, Florida Statutes, as amended from time to time, 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. 10.14 PROHIBITED TELECOMMUNICATIONS EQUIPMENT Section 889(b)of the John S.McCain National Defense Authorization Act for Fiscal Year 2019,Pub. L.No. 115-232, and 2 C.F.R. §200.216 prohibit the head of an executive agency on or after Aug.13, 2020,from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons. 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 Page 10 of 15 by a subcontractor at any tier or by any other source, CONTRACTOR must promptly report the information in 48 CFR§ 52.204-25(d)(2)to COUNTY. 10.15 DRUG-FREE WORKPLACE In accordance with Section 287.087, Florida Statutes,the CONTRACTOR agrees to: (a) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition;(b)Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling,rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations; (c) Give each employee engaged in providing the commodities or contractual services that are provided pursuant to this Agreement the above information;(d)In the statement specified herein,notify the employees that,as a condition of working on the commodities or contractual services provided in this Agreement,the employee will abide by the terms of the statement and will notify the employer of any conviction of,or plea of guilty or nolo contendere to,any violation of Chapter 893,Florida Statutes,or of any controlled substance law of the United States or any state,for a violation occurring in the workplace no later than five(5) days after such conviction;(e)Impose a sanction on,or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community,or any employee who is so convicted; (f) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section; (g)The person authorized to sign an affidavit on behalf of the CONTRACTOR must certify that it complies fully with the above requirements. 10.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate,to the extent required by the other party and at the other party's sole expense, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 10.17 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person,and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race,color or national origin;2)Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912,ss. 523 and 527(42 USC ss.690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;8)Title VIII of the Civil Rights Act of 1968(42 USC s.et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990(42 USC s. 12101 Note),as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Page 11 of 15 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. 10.18 CONFLICT OF INTEREST,GRATUITIES,KICKBACKS,AND COLLUSION The statements contained in this paragraph are true and correct, and made with the full knowledge that COUNTY relies upon the truth of the statements contained herein. 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 parties. b) Gratuities.CONTRACTOR hereby certifies that it has not offered,given,or agreed to give any COUNTY employee a gratuity,favor,or anything of monetary value in connection with any decision,approval,disapproval,recommendation,preparation of any part 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 contract. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by CONTRACTOR was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of contract. 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. 10.19 CODE OF ETHICS,COUNTY ORD.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. 10.20 GOVERNING LAW&VENUE The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America,without regard to choice of law principals.The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County,Florida,and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County,Florida. 10.21 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Page 12 of 15 Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 10.22 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this Agreement,except in writing and with the prior written approval of the Board of County Commissioners for Monroe County,and such approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself,its successors, assigns and legal representatives to the other and to the successors,assigns and legal representatives of such other party. 10.23 FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is,empowered to apply for,seek, and obtain federal and state funds to further the purpose of this Agreement.Any conditions imposed as a result of funding that affect the Project will be provided to each party. 10.24 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. 10.25 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction,the remaining terms,covenants,conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 10.26 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 10.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts,each of which shall be regarded as an original,all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. [Signatures to follow] Page 13 of 15 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. CONTRACTOR: EMERGENCY SERVICES CONSULT NG INTERNATIONAL,INC. Sign t re STATE OF FLORIDA Print Name&Title COUNTY OF /21017r0e— � The foregoing instrument was sworn to/affirmed and acknowledged before me by means of ill pla sisal teas ce or online notarization,this 2 jQ day of �tY0 ,20�,by �" % , Authority Title]of EMERGENCY SERVICES CO'NSLIt TING I`LRNATIONAL,IN . Ile/She is personally known to me/or has produced ..�.... ;C. ".. ! ._w.�..,W_ _.....a ..m.�....w..w....(type n of identific a o as identific ation. 'c / � Ir � Sig ature of Notary P I is Print&Stamp Commissioned Name( p of Notary Public) MONROE COUNTY FLORIDA Christine Digitally signed by � Christine Hurley B H u rl e Date:2026.04.16 :47: _ 4— Christine Hurley,AICP _........._._ w k#0" Monroe County Administrator �"t' ,«..«. ,''h. Approved as to legal form& sufficiency: ,w' Eve M.Lewis rm` % C Eve M.Lewis,Assistant County Attorney '00#lt A1tMW»,Y Page 14 of 15 "Attachment All Scope of Services—Competitive Employee Promotional Services Contractor has or will perform the following as part of the contracted services: Lieutenant Written Examination • Coordinated with the client to review and approve the final reading list. • Developed a 100-question written examination based on the approved reading materials. • Ensured all questions met content validation standards. • Reviewed and edited the examination for accuracy and clarity. • Prepared an administration manual and answer key. • Printed and shipped all testing materials to the client. • Implemented scoring and analysis,resulting in a final eligibility list. • Maintained exam secuuity and confidentiality throughout the process. Captain WAtten Examination • Coordinated with the client to review and approve the final reading list. • Developed a 100-question written examination based on the approved reading materials. • Ensured all questions met content validation standards. • Reviewed and edited the examination for accuracy and clarity. • Prepared an administration manual and answer key. • Printed and shipped all testing materials to the client. • Implemented scoring and analysis,resulting in a final eligibility list. • Maintained exam security and confidentiality throughout the process. Flat Rate Price for the Rank of Lieutenant Promotional Activities: $3,000 Flat Rate Price for the Rank of Captain Promotional Activities: $3,000 Page 15of15 Emergency Services Consulting International Helping Change the World, One Community at a Time March 18, 2026 To Whom it May Concern: Effective, March 1, 2026, Jennifer Flaig has been elevated to the position of Interim Chief Operating Officer for ESCI. As such, COO Flaig has full Board of Directors authority to execute all contracts up to and including a dollar value of$100,000.00. All contracts above this threshold will require approval from the Chair of the Board in writing. Very Best, &Ira ✓ /r Chris Christopoulos,jr. Chair of the Board 4795 Meadow Wood Lane,Suite 7 70, Chantilly, Virginia 20757 /esci.us/800-757-3724 AC CERTIFICATE OF LIABILITY INSURANCE DATE MM/ Acct#: 2786073 03/18/2026 Y' 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 .NAME LOCKTON COMPANIES,LLC PHONE 888-828-8365 FAX 3657 Briarpark Dr.,Suite 700 WC t4ra,Xx11: Houston,TX 77042 EMAIL Insp nl yt, s Iocktor:aMnli,ty com .... INSURER(S}AFFORDING COVERAGE an,"M"""e, NAIC it INSURER A: Indemnity Insurance Company of North America 43575 .................... _ ,__„ INSURED INSURER B EMERGENCY SERVICES CONSULTING INTERNATIONAL,INC INSURER 4795 MEADOW WOOD LN INSURER D: CHANTILLY,VA 20151-2234 INSURER E: ., -, ....................... INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, -,®,,,,,,,, „TYPE OF INSURANCE ....... ,dCff4.L`Bd lt,.. POLICY NUMBER MM D7YYYY D . "ROLI JDCDJYYY EX�'YY)j LIMITS M COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ,"" 15FlMRaE T(l) CLAIMS-MADE OCCUR PRE,tA4Ba'A��a,( ,a�ry^R"syagaavLu^;Pp .a.$ MED EXP(Any one person) S ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLWY PRP„'J" PRODUCTS COMPIOP AGG S OTHER $ AUTOMOBILE LIABILITY COME'IINE M L'L'`"IwdiT $ Xr�S,aaraC„a'Lr'h ,, ANY AUTO '.. BODILY INJURY(Per person) S " ALL OWNED `..SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS ,, HIREDAUTOS ,., ,I AUTOSNON-OWNED f "(Pefaca"w»tarol CAM H,t`E.. . S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE '.. AGGREGATE $ ,,,,,,,� . . ,, DED RETENTION$ .. % $ WORKERS COMPENSATION X PER TH _..._. ,STATITT�F R „d AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE4 N EL EACH ACCIDENT S 1,000,000 A .OFFICER/MEMBER EXCLUDED? .�,.N/A C73965895 10/01/2025 10/01/2026 ((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 I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ._ APPROVED SY RISK MANAGEMENT RY P WAIVER WA X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe Count Board of Count Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED Y Y IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED REPRESENTATIVE 3kN- 06 f08420'M6 ' Ab C606RAT'i6N. AID rights reserved ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Client#:2302502 49EMERGSER ACORD.,, CERTIFICATE OF LIABILITY INSURAI CE ACORD. 3/ or2o2s 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,,uthe upolic ies must have ADDITIONAL INSURED provisions or be endorsed. P Yl ) t 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Thomas Deornellas McGriff,a MMA LLC Company 703 352-2222 866 925 7123 8180 Greensboro Drive Ste 400 �V%F:nt�, „"° ..... it . ADDRESS, mcg.Coi marshmma COm McLean,VA 22102 , .. ...M 703 352-2222 INSURERA:LloydsINSURERISI AFFORDING COVERAGE NAIL# 32727 INSURED INSURER B:Trisura Specialty Insurance Company 16188 Emergency Services Consulting Intl -,•. ...... .............__ _ ...... INSURER C: DBAFields Consulting Group,Inc. INSURER D��...................................................................................................... ........,......................................... ..................�........�...�.�......� 795 Meadow Wood Lane,Suite 110 Chantilly,VA 20151 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 ....._,_.............._....... .. .., ....,_, ... iiL-Y 'GVEY lX�, ..............__....., „, ,,,__ __....,... .�.�. ......... TYPE OF INSURANCE. ..( R. POLICY NUMBERw__,,,,,_. MM/DDI.......a �MWAM1dDI3,MYYY`�"p,I...�...................... ..... .......LIMBS..................,............ ....,.,.,...,, A 'X COMMERCIAL GENERAL LIABIUTY Y PS00540667140 1/31/2026 01/31/2027 EEpAAqcHgqoEEccc7 RNCE�RE s3,000,000,,, CLAIMS-MADE OCCUR P,REMES IEa Caarnce) 5250 OOO 1. . . ..,,, X BI/PD Ded:1,000 MED EXP(Mv,one o "�...... s5r000 PERSONAL&ADV INJURY s3,000,000 ...... .GEN'L AGGREGATE LIMIT APPLIES P ..... w___..__.,.,_......w___..w.-....E ....., .,,.. PER GENERAL AGGREGATE s5,000,000 PRO- POLICY❑JECT ❑LOC PRODUCTS-COMP/OP AGG s3,000,000 OTHER S„ ., A PS00540667140................... 1131/2 _.........___. AUTOMOBILE uaslLrry .. ......... . . `INcmLE (Mar 1,000 000 026 01131/202 _COMBINED ... ANY AUTO BODILY INJURY(Per person) S .�.�.�.�...................... ... ...................... ......... ..... . ...... OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS AIl1�TOS ONLY X AUTOS ONLY -0n 2c2ftl ..... .... .... .$,,.,,.,,..,,w_ ,... CLAIMS-MADE ....... ....... _................ _.........................._.......... _......_......_... _..... UMBRELLA LUl6 CH OCCURRENCE S EXCESS LIAR .....1: J--�CCUR AGGREGATE,............................, .§ ..w..,..._ LIED„�RE"fFNTION,$ m........ „,,,,,.. ... .._... �.. S WORKERS COMPENSATION PER C7'FH- AND EMPLOYERS*LIARM 11 YSTAR PR ANY PROPRIE"tOWPARI"NI WE E CUTIVE Y/N E L EACH ACCIDENT S OFFICE °MBER EXCLUOME ❑ N I A (Mandmoty in NH) E L DISEASE EA EMPLOYEE S ffyes,describe under ....,_.a................._......._.................................. .................................................... DESCRIPTION OF OPERATIONS besodx E.L.DISEASE-POLICY LIMIT S A Professional Liab PS00540667140 1/3112026 01/311202 $2,000,000 Occurence $3,000,000 Aggregate B lCyber Liabili C4LQT060849CYBER 7/17/2025 07/17/202 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commissioners is included as Additional Insured with respect to General Liability Coverage where required by written contract. FGV0.0VED�Y RNY N�,UDEMFM 03.2� •26 SUM NIA IyFS We thIft. CERTIFICATE HOLDER CANCELLATION , MOnrOe County Board Of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S39398752/M39268487 CLK This page has been left blank intentionally. wdl'�.!i.0 �1Ji.i,Il dtII �.i�^III II �.^9a.Ap/IIk1 �iWP9rvi.l� W IX1il�,il ,PII�F�k.I. IyV 1il.k Ill d a�ll'�fMII[""7il.i ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Evergreen Solutions, LLC. Contract# Effective Date: Upon Execution Expiration Date: 07/01/2026 Contract Purpose/Description: Evergreen Solutions, LLC.will be providing a Compensation Study for the current Airport Deputy Director of Finance and Administration. This position will potentially be upgraded to an Airport Chief Financial Officer(CFO). Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Megan Fiore 4537 Fiore-Megan@MonroeCounty-Fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 5,000.00 Current Year Portion: $ 5,000.00 (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: $ NSA County Match: $ Nip` Fund/Cost Center/Spend Category: F001; CC_06500, SC_00038-Professional Services ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑ NO 0 CONTRACT REVIEW Reviewer Department/Office Director/ Signature: Bryan Cook pa9'e�'zoz,.de�,;3;°z8:�;00. Assistant Director County Attorney Signature: 3-26-2026 Gaelan P Jones Digitally signedbyGaelanPJones Risk Management Signature: Date:2026.04.0809:58:52-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.04.14 10:48:46-04'00' (email Contracts Cl�monroecounty-fl.gov) Digitally signed by Angelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.1509:34:13-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Consulting Services Agreement By and Between Monroe County, FL and Evergreen Solutions, LLC This Agreement (the "Agreement"), dated as of March , 2026, is made by and between Evergreen Solutions, LLC, a Florida corporation ("Evergreen"), and Monroe County(the "Client"). WHEREAS, Evergreen Solutions and the Client desire to enterinto an agreement whereby Evergreen will provide certain management consulting services for the Client on the terms and conditions hereinafter set forth; and WHEREAS, Evergreen Solutions is willing to provide such management consulting services for the Client. NOW, THEREFORE, the parties hereto agree as follows: 1. Engagement. Evergreen Solutions hereby agrees to provide such management consulting services for the Client as may be reasonably requested by the Client in connection with the Letter Proposal submitted by Evergreen Solutions on March 24, 2026, which is attached hereto as Exhibit A. 2. Extent of Services. Evergreen Solutions agrees to perform such services in a diligent and conscientious manner and to devote appropriate time, energies and skill to those duties called for hereunder during the term of this Agreement and in connection with the performance of such duties to act in a manner consistent with the primary objective of completing the engagement. Evergreen Solutions agrees to devote such time as is reasonably required to fulfill its duties hereunder. Throughout the duration of this agreement, Evergreen Solutions will serve as an independent contractor of the Client, as such; Evergreen Solutions will obey all laws relating to federal and state income taxes, 4 Page 1 associated payroll and business taxes, licenses and fees, workers compensation insurance, and all other applicable state and federal laws and regulations. , Evergreen Solutions may utilize subcontractors to perform the work subject to this Agreement, but Evergreen Solutions shall remain completely responsible to the Client for performance under this Agreement. 3. Term. The engagement of the Consultant hereunder by Client shall commence as of the date hereof and shall continue through July 1, 2026, unless earlier terminated, pursuant to Section 5 hereof. 4. Compensation. (a) As compensation for the services contemplated herein and for performance rendered by Evergreen Solutions of its duties and obligations hereunder,the Client shall pay to Evergreen Solutions an aggregate fee equal to five thousand dollars (55,000.00) (the "Consulting Fee"). (b) The Client's sole obligation shall be to pay Evergreen Solutions the amounts described in Section 4(a) of this Agreement, and the Consultant is not and shall not be deemed an employee of the Client for any purpose. (c) Payment shall be made in accordance with the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes. Evergreen Solutions shall submit to the Client an invoice with supporting documentation in a form acceptable to the Monroe County Clerk of Court.Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. 5. Termination. This Agreement shall be terminated as follows: (a) 30 days after written notice of termination is given by either party at any time after March 25, 2026, provided however,that if the Client shall terminate this Agreement pursuant to this Section 5(a) for any reason other than Consultant's material breach of this Agreement (having given prior notice of, and reasonable opportunity for Consultant to cure, any such breach), Client shall pay to consultant in one lump sum an amount equal to that portion of the aggregate Consulting Fee which has not been paid to Consultant as of the effective date of such termination. (b) On such date as is mutually agreed by the parties in writing. (c)Upon expiration of the Term as set forth in Section 3. Upon termination of this Agreement pursuant to this Section 5, except as contemplated by Section 5(a) in the event Client terminates this Agreement in the absence of continuing material breach hereof by Consultant, Consultant shall be entitled to payment of only that portion of the Consulting Fee earned through the effective date of such termination and any portion of the Lump Sum Payment which has not been paid to Consultant as of the effective date of such termination. 6. Confidential Information. Evergreen Solutions shall not,at any time during or following expiration or termination of its engagement hereunder(regardless of the manner,reason,time or cause thereof) directly or indirectly disclose or furnish to any person not entitled to receive the same for the immediate benefit of the Client any trade secrets or confidential information as determined by the Client in writing. 4 Page 2 7. Covenants. Evergreen Solutions agrees to (a) faithfully and diligently do and perform the acts and duties required in connection with its engagement hereunder, and(b) not engage in any activity which is or likely is contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Client. 8. Binding Effect. This Agreement will inure to the benefit of and shall be binding upon the parties hereto and their respective successors or assigns (whether resulting from any re organization, consolidation or merger of either of the parties or any assignment to a business to which all or substantially all of the assets of either party are sold). 9. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof,supersedes all prior agreements and understandings with respect thereto and cannot be modified, amended, waived or terminated, in whole or in part, except in writing signed by the party to be charged. 10. Notices. All notices required to be given under the terms of this Agreement or which any of the parties desires to give hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, or sent by facsimile transmission, addressed as follows: (a.) If to Evergreen Solutions addressed to: Evergreen Solutions, LLC Attention: Dr. Jeff Ling, President 2528 Barrington Circle, Unit 201 Tallahassee, Florida 32308 (b.)If to the Client addressed to: Monroe County Attention: Mr. Bryan Cook, Director, Employee Services 1100 Simonton Street Key West, Florida 33040 Any party may designate a change of address at any time by giving written notice thereof to the other parties. 12. Records. Evergreen Solutions shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of this Agreement and for five (5)years following its termination. Evergreen Solutions must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. Client and Evergreen Solutions shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Client and Evergreen Solutions in conjunction with this contract and related to contract performance. Client shall have the right to unilaterally cancel this contract upon violation of this provision by Evergreen Solutions. Failure of Evergreen Solutions to abide by the terms of this provision shall be deemed a material 4 Page 3 breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. As applicable, In accordance with F.S. 119.0701, Evergreen Solutions shall: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes.Evergreen Solutions shall not transfer custody, release, alter, destroy, or otherwise dispose of any public records except as provided in this provision or as otherwise provided by law. IF EVERGREEN SOLUTIONS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S/CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: GAELAN JONES, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 4089 KEY WEST FL 33040,jones-gaelan@monroecounty-fl.gov, (305) 292- 3470. 13. Relationship of the Parties. The parties agree that the relationship between the Evergreen Solutions and Client one of an independent contractor and not an employee, common law or otherwise. The parties agree that this is not an exclusive arrangement, and Evergreen Solutions is free to enter into other agreements with other persons or entities for the delivery of the same services. 4 Page 4 14. Governing Law &Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Disputes arising from this Agreement shall be brought in the County or Circuit Courts of the Florida Sixteenth Judicial Circuit,with venue in Monroe County,Florida. The prevailing party for such disputes shall be entitled to recover reasonable expenses, including attorney's fees and costs. 15. Sovereign Immunity. Evergreen Solutions acknowledges and agrees that Client does not waive any sovereign immunity afforded to it as a government entity under the laws of the State of Florida and the United States, and that, notwithstanding the provisions of Section 768.28, Florida Statutes, nothing in this Agreement shall be construed as a waiver of such immunity by Client. 16. Nondiscrimination. Evergreen Solutions and Client agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Evergreen Solutions and Client agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article IT, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 17. E-Verify. Beginning January 1, 2021, in accordance with F.S. 448.095, Contractors and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Evergreen Solutions shall comply with and be subject to the provisions of F.S. 448.095 18. No Solicitation. Evergreen Solutions and Client warrant that, in respect to itself, it has neither employed nor retained any company or person, otherthan a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, 4 Page 5 corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, Evergreen Solutions agrees that Client shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. 19. Public Entity Crimes. Evergreen Solutions certifies and agrees that Evergreen Solutions nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor. By signing this Agreement,Evergreen Solutions represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto,and may result in debarment and ineligibility of Evergreen Solutions to receive future contracts from Client. In addition to the foregoing, Evergreen Solutions further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes,as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether Evergreen Solutions has been placed on the convicted vendor list.Evergreen Solutions agrees to promptly notify Client if it or any subcontractor is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 20. Ethics. By signing this Agreement,Evergreen Solution warrants that it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 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 Client, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission,percentage, gift, or consideration paid to the former County officer or employee. 21. Scrutinized Companies. Evergreen Solutions agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized 4 Page 6 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. As the person authorized to sign on behalf of Evergreen Solutions, I hereby certify that the company identified above as "Evergreen Solutions"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject Evergreen Solutions to civil penalties, attorney's fees, and/or costs. I further understand that any contract with Client may be terminated, at the option of Client, if Evergreen Solutions is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. 22. Human Trafficking. Whenever a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting to that the nongovernmental entity does not use coercion for labor or services. A copy of the affidavit is attached. 23. Foreign Entities Affidavit (F.S. 287.138): a. Beginning I/1/2024, a governmental entity may not accept a bid or proposal from, or enter into a contract with, an entity which would grant the entity access to individual personal identifying information ("PII") unless the entity provides an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c): • Entity owned by a country of concern (China, Russia, Iran, North Korea, Venezuela, Syria); • Controlling interest by government of foreign country of concern; or • Entity organized under the laws of or has principal place of business in foreign country of concern. b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity which would grant the access to PII unless the entity provides the affidavit. c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with an entity meeting the above criteria if the contract would give access to PII to that entity. The affidavit is attached. 24. Miscellaneous. This Agreement: (a) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; 4 Page 7 (b) may not (except as provided in Section 9 hereof)be assigned by either party hereto without the prior written consent of the other party (any purported assignment hereof in violation of this provision being null and void); (c)may be executed in any number of counterparts, and by any party on separate counterparts, each of which as so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party; (d)may be amended,modified or supplemented onlyby a written instrument executedby all of theparties hereto; and (e) embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and supersedes all prior agreements and understandings among the parties with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Evergreen Solutions, LLC ---------------------------- Jeff Ling, President Monroe County Digitally signed by Christine Christine Hurley Hurley Date:2026.04.24 12:51:55-04'00' -------------- -------------------- Christine Hurley, County Administrator Approved as to form and legal sufficiency: 3/ 6/2026 4 Page 8 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Evergreen Solutions, LLC Vendor FEIN: 20-1833438 Vendor's Authorized Representative: Jeffrey Ling,PhD,President Address: 2528 Barrington Circle,Unit 201 (Name and Title) City: Tallahassee State: Florida Zip: 32308 Phone Number: (850) 383-0111 Email Address: Jeffnconsultevergreen.com As a nongovernmental entity executing,renewing,or extending a contract with a government entity,Vendor is required to provide an affidavit under pen altyof perjury attesting th at Ven dor does notuse coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt,if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06.Additionally,Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Jeffrey Ling, PhD who is authorized to sign on behalf of the above referenced company. Authorized Signature: P� Print Name: Jeffrey Ling, PhD Title: President 4 Page 9 FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 Jeffrey Ling of the city of Tallahassee according to law on my oath,and ...........---............. . ......... ... ................................... under penalty of perjury, depose and say that: a. I am President of the firm of .................... ................ Evergreen Solutions,LLC ........ �,.-I',, l,.'I............... ("Entity"), the bidder making the Proposal for the project described in the Request for Proposals for the Salary Survey,,.�9_f.the Airport's Chief Financial Officer Position 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,)8, is not organized underthe laws of norhas itsPrincipal Place of Business in aForeign Country of Concern,andthegovemment 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 this affidavit in awarding contracts for said project. — .................................................... (Signature) Date: 3/25/2026 STATE OF: Florida COUNTY OF: eori Subscribed and sworn to (or affirmed) before me, by means of 0 physical presence or El online notarization, on March 25, by Jeffrey Ling,PhD (name of """""".......... o. -- -------- afflant). He/She is ersonally known to me or has produced ...... (type o fiden ljficat ion) as idpiltification. Al ............ NOTARY PUBLIC 10/23/2027 My Commission Expires: Notary Public;State of Florida uellne Barnes Jaccl, 803e r'"AMZ—my commission JJH 41 r 8M =lilt, Expires J012312027 Page 10 Exhibit A Page 11 ��8� ��N��w��U�� ~ �� =~�� .�. 2,528 �a�r��g� �� i�� Unit� �i� ±�20� ° Ta�{ah@ssee, �io�id@ 32308 850.�83.0111 * fax 850383.U5� � March 24. 202G Megan Fiona Sr. Human Resources Administrator Monroe County 11OO Simonton Street 2'208 Key West, FL3304O SU0MDTED VIA EMAIL: Dear Ms. Fiore: We appreciate the opportunity to submit this letter proposal to conduct a salary survey of the Aiport's Chief Financial Officer position for Monroe County. VVe can conduct the following tasks atanall- inclusive cost of$5,000. ° develop and collect market survey data using the same peers used previously: ~ validate and analyze data collected; ° utilize any secondary data, if needed; and ° prepare and submit summary market report. Please let nne know if you have any questions. | can be reached at(850) 383-0111or via email at . Sincerely, Jeffrey Ling, PhD, President Evergreen Solutions, LUC MON[10E COUNTY, [��LORIDA REQUEST FOR WAIVER OF INSURANCE RE QUIREM ENT" S It is requested that the insurance requirements, as specified in the County's Schedule of insurance Requirements, be waived or modified on the following contract, Contractor/Vendor: Evergreen Solutions, LLC PrQject or Service: Salary Survey - Airport CFO Contractor/Vendor 2528 Barrington Circle, Unit 201 Address&Phone 4: Tallahassee, FL 32308/ (850) 338-0111 General Scope of W'ork: _Salary survey of one position Reason for Waiver or Low value contract providing services with limited Modification: liability exposure. Policies Waiver or Modification will apply to: General Liability & Worker's Compensation Signature of Contractor/Vendor: Date: 3/25/2026 Approved Not Approved F-1 Gaelan P Jones Digitally signed by Gaelan P Jones Risk Management Signature:_ Date:2026.04.02 09:53:43-04'00' Date: County Administrator appeal: Approved: Not Approved: Date: Board Of County Commissioners appeal: Approved: —0— Not Approved: Meeting Date: M.4),' 11b 1,b`tSI.1 /' .fJlMlM1 I t"JI,I,,iI11JI tIfA"'7IJ"'J 1'u.yl Y :V1, I��iiJ, L ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Hammerhead Termite CogiContract# Work Order#2233820 Effective Date: upon execution Expiration Date: na Contract Purpose/Description: Subterranean Termite Treatment for tree located at Marathon Airport near 10090 Overseas Highway Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Michael Legere 6302 Legere-Michael@MonroeCounty-FL.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 250.00 Current Year Portion: $ 250.00 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the V,6yWI Cl.nvnularave $1 a:nrvoiant: ;s iDQb,QbO.flQ1 or lless) Budgeted?Yes❑✓ No❑ Grant: $ na County Match: $ na Fund/Cost Center/Spend Category: 403-63501-SC_00062 ADDITIONAL COSTS Estimated Ongoing Costs: $ na /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES R NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: Richard Strickland el 21)2l60e 14 5.15.1d-04-00 Data:202, 1415:15:1d St-id Assistant Director Pedro J. Mercado Digitally signed by Pedro J.Mercado County Attorney Signature: Date:2026.04.2009:4328-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: y Date:2026.04.2213:42:51-04'00' Purchasing Signature: Julie E. Cuneo Digitally 202ig04.22ned Julie 1 Cuneo 1� Date:2026.04.22 16:35:16-04'00' (email contracts @lnonroecounty-fl.gov) Digitally signed by Angelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.2310:20:12-04'00' (email OMB@monroecount)T-fl.gov) Comments: Revised BOCC 11/12/2025 11rvi,l d 1 1/1 2/0( 21.y 91 ' a u' 5f9 30385 Quail Roost Trail TERMITE CONTROL WORK ORDER 41, Big Pine Key, Eli. 33043 x Phone: (30 5) 515.2800 2233820 w,Ali/dill/.wtentfu ig+a ion.com r I NFTJ@TENTFUMIGA►'TIt3N.'ICO 0211112026 MARATHON AIRPORT MARATHON AIRPORT Homeowner or Seller Buyer(If appGcatale) BiN To 10090 OVERSEAS HWY 9400 OVERSEAS HWY STE 200 ..—.....�... .�..._,..._�...�.._.W......�. ..� �..- -- — ....—...._ .— ....,... ....,. ,..._,..�.._ .—.w.... ..._.,.� .. ................. ....�................... Strest Address(greafrng Addee5,) Street Address(Mailing Address) MARATHON KEY FIL 33050 MARATHON FL 33050 City StaYa dip CCade City state ZJra Cade TREE aushe%Pranrr HrScns Ph one twmm.. _ __ _. - _ ecsr e structure Cubtic 4 aataagk A ldntt Y lin,ear feet Initial treatment HAMMERHEAD TERMITE CONTROL PAYMENT is hereby authorized to treat the premises 250.00 described above for the control of: nitial Treatment FUMIGATION M Drywood Termites S Included One year Limited Guarantee 0 Wood Borers 0 Powder Post Beetles $... __. .. Cltaer Fees CHEMICAL CONTROL-See Reverse side $ Tax [Z]Subterranean Termites On the basis of: 25Q (1C1 Total Anioun�t' Live Infestation Evidence Infestation UPON SI(;h'IN(:a'$ — Less Deposit(minimum 50%) (�Prevention 250.00' l3calance n No inspection $ _...___...mm.__-mm .m._�_ Due upon,cc as pleftlon Notice of Treatment will be placed 000 _(I.oCAT[0,14) Annual(renewal Fee$ .. .,� ._..,..�. .. .,, ...�.. .,._....� 73 Credit Card r7l VISA CI MC 1 AMEX 0 Disc. Card Nurnber Exp.Date THIS CONTRACT CONTAINS DISCLAIMERS, LIMITATIONS, CONDITIONS AND/OR EXCLUSIONS GENERAL PROVISIONS 1, During the term of this Agreement,Harmmerhe id will reinspect periodically upon the reasonable request of the Customer and any necessary further treatment will be provided for no additional!charge.Customer agrees to make the premises available for reinspection. 2.hammerhead will renew this service annually for the premises for'$0,00 per year payable can or before each,annual renewal date, provided that the company shall have the right to revise the annual renewal charge beginning the sixth(6th)year from the date of initial treatment. 3.This Limited Guarantee is transferrable to a new owner but we must be notified in writing prior to the change. 4,COVERAGE IS FOR RETREATM'ENT ONLY Hammerhead shall not be responsible for PAST,PRESENT OR FUTURE TERMITE OR OTHER WOOD DESTROYING INSECT DAMAGE to property or contents,or for repairs or compensation therefor,The only obligation of Hammerhead shall be to provide the necessary additional treatment to the premises,at no extra cost, if live Infestation of the above wood destroying insect is found)in,the premises during the terra of this agreement. 5.This agreement covers the premises diagrammed on the Graph as of the date of actual treatment,and in the event the premises are structurally modified. altered or otherwise changed after date of initial treatment, this agreement shall terminate unless a prior written agreement shall have been entered into by the Customer for Hammerhead to reinspect the premises.provide additional treatment and/or adjust the Annual Renewal Fee. 6.This agreement shall be effective only upon payment of the charge provided for herein. 7.In the event the Customer defaults on any installment,the entire balance due hereunder shall become immediately due and payable with Interest at the rate fixed by law, and the Customer shall reimburse hammerhead for it's cost for collection,including reasonable attorney''s fees, 8.This agreement may not be changed In any way by any representatives of hammerhead or me unless it is changed in writing and signed by a corporate officer of Hlarnmerhead. I have had no representations or inducements made to me except what is written in this agreement, 9,This will acknowledge that the:Customer has read, understands and agrees to abide by the HOMEOWNER'S PREPARATIONS FOR FUMIGATION PROCEDURES as set forth of)the attached form. Accepted By: Digitally signed by 4i NRO COU ATTOnNEY`'-' Christine Christine Hurley VE Date HAMMERHEAD TERMITE CONTROL rPM H ' o ` ILIrley 4:1:2026.04.23 M I T NAY AT'rt3rWEY By BRYAN WEINBERG brat~ :3/20/25 Reptersentative @dint Name White-Office Copy Yellow-Customer Copy DISCLAIMERS AND CONDITIONS CHEMICAL CONTROL - SUBTERRANEAN TERMITES I. IF MOISTURE AND/OR STRUCTURAL CONDITIONS WHICH ARE CONDUCIVE TO SUBTERRANEAN TERMITES ARE SUBSEQUENTLY FOUND TO EXIST WITHOUT GROUND CONTACT,THEN THE COMPANY SHALL BE RELIEVED OF ANY AND ALL.LIABILITY. 2. STRUCTURAL OR MECHANICAL DEFECTS WHICH RESULT IN WATER LEAKAGE IN INTERIOR AREAS OR THROUGH THE ROOF OR EXTERIOR WALLS OF THE PREMISES MAY DESTROY THE EFFEC- TIVENESS OF THE COMPANY'S TREATMENT, THEREBY PERMITTING INFESTATION TO CONTI",UFi AFTER THE DATE OF INITIAL TREATMENT. IF SUCH A CONDITION IS DISCOVERED„ IT IS AGREED THAT THE CUSTOMER WILL BE RESPONSIBLE FOR MAILING SUCH REPAIRS AS NECESSARY TO CORRECT THE STRUCTURAL OR MECHANICAL DEFECT AND THE COMPANY WILL, UPON COMPLETION OF SAID REPAIRS,PROVIDE ADDITIONAL TREATMENT TO CONTROL THE INFESTATION IN THE AREA. NOTICE OF CANCELLATION "BUYER'S RIGHT TO CANCEL".THIS IS A HOME SOLICITATION SALE.IF YOU DO NOT WANT THE GOODS OR SERVICES, YOU MAY CANCEL THIS AGREEMENT BY MIAILING A NOTICE TO, THE SELLER. THIS NOTICE MUST INDICATE THAT YOU DO NOT WANT THE GOODS OR SERVICES AND MUST BE POST MARKED BEFORE MIDNIGHT OF THE THIRD BUSINESS DAY AFTER YOU SIGN THIS AGREEMENT. IF YOU CANCEL THIS AGREEMENT,THE SELLER MAY KEEP ALL OR PART OF ANY CASH DOWNPAYMENT, NOT TO EXCESD T44E LESS@R OP 00 OF THE CASH PRICE OR$50.00. Termite Control Work Order Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners(herein after"County)and Hammerhead Termite Control (herein after"Contractor")agree as set forth below. The County and Contractor hereby enter into this addendum to modify the Termite Control Work Order #2233820 dated 02/11/26 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 Termite Control Work Order 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 Agreenient 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners.Any automatic renewal is subject to a not to exceed amount of$100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Monroe County Code See. 2-58,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed $100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,located at Section 2-721 et al. of the Monroe County Code. 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 for work performed 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. 1 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 for work performed 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, running from the date the monies were paid to Contractor. Governing Low, 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'h 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 interpret atit li 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 Agreerutpl&aU& 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.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 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 2 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 Il, 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 I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by 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. 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 Nan-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. 3 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 E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the 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 prvoide 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 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 286.1.01,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, 4 then within I 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(l),Monroe County Code: In accordance with Monroe County Code See. 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 eby 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 term of this Agreement or any earlier termination of this Agreement. Insurance: At all times 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 Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit(CSL) • Worker's Compensation: Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statute,%.. • Business Auto Liability: Contractor's insurance policy shall provide coverage for all owned, non-owned, and hired vehicles used in the performance of work under this Agreement. Contractor's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum acceptable limit is: $300,000 Combined Single Limit(CSL). If Split Limits 5 are provided,the minimum acceptable limits are: $200,000 per person; $300,000 per Occurrence; $100,000 Property Damage. 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 an Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of 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; Eml: risk management@monroecounty- Im. 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, 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. 6 Contractor 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, 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. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 0 10- 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 purchasingivendor information/convicte d sus vended 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 7 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. 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: I. 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 die 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; S. 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 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 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. C Signature Title Datd 8 DATE(MM/DD/YYYY) C " V CERTIFICATE OF LIABILITY INSURANCE 1�'"` 1 4/9/2026 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: Daniel Wall Great Scot! Insurance, Inc. PHONE FAX 12155 Metro Pkwy A/c No EXt: 239-561-3400 A IC No:239-561-0496 Suite 28A ADDRESS: dan@gsiinsurance.com Fort Myers FL 33966 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Markel Insurance Company 38970 INSURED HAMMTER-01 INSURER B Hammerhead Termite Control, Inc. 30385 Quail Roost Trail INSURERC: Big Pine Key FL 33043-3350 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1092610408 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 PCP28227-02 12/17/2025 12/17/2026 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 PCA28228-02 12/17/2025 12/17/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X C $1,000 X OMP COLL$1,000 $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A EQUIPMENT FLOATER PCP28227-02 12/17/2025 12/17/2026 INLAND MARINE LIMIT 102,000 PROPERTY CONTENTS LIMIT 10,750 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Exterminator Monroe County Board of County Commissioners is listed as an additional insured in regards to general liability and Auto Liability Policies. APPROVED RY RISK MANAGEMENT BY DATE 4.9.26 L _...._._..._..__.._......_............ X .....,.. WAIVER N/A ".YES _.... CERTIFICATE HOLDER WC provided under separate cover 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 9400 Overseas Hwy Ste 200 AUTHORIZED REPRESENTATIVE Marathon FL 33050 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE 111 COMMERCIAL GENERAL LIABILITY RIKEL" Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence/$25,000 Annual Aggregate Extended Property Damage— Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers' Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To$5,000 Loss Of Earnings Up To$500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees,Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 9 with its permission. A. LOST KEY COVERAGE 1. The following is added to Section I— Coverages, Coverage A—Bodily Injury And Property Damage Liability: We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" due to the loss of keys in the care, custody or control of the insured or the insured's "employees". Our liability for all damages is limited to: (1) The actual cost of the lost keys; (2) The adjustment of locks to accept new keys; or (3) New locks, if required, including the cost of their installation. 2. The following is added to Section III— Limits Of Insurance: The limits of insurance for Lost Key Coverage are subject to the following provisions: a. The Annual Aggregate limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" resulting from the loss of keys, as described in this endorsement. b. Subject to the Annual Aggregate limit, the Each Occurrence limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" in any one "occurrence" resulting from the loss of keys. c. The amounts shown in the Schedule of this endorsement for this coverage are part of, not in addition to, the applicable limits of insurance shown in the Declarations. B. EXTENDED PROPERTY DAMAGE—EXPECTED OR INTENDED INJURY Exclusion 2.a. Expected Or Intended Injury under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of"property damage" to non-owned watercraft or aircraft as described in Paragraphs (2) or(6) above, the insurance provided by this endorsement does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while that equipment is not being used to perform operations. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 9 with its permission. 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for"property damage" to borrowed equipment is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph D.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS' GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage"to"customers' goods". 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph E.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for storage, service or repair. "Customers' goods"does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft. This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than "autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises; or g. The following property while outside of buildings: (1) Grain, hay, straw or other crops; and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 9 with its permission. 2. The final paragraph of Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III— Limits Of Insurance. 3. Paragraph 6. under Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(11) Other Insurance under Section IV— Commercial General Liability Conditions is replaced by the following: (ii) That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. "insured contract" is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; G. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I — Coverages, Coverage B — Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2. Paragraphs d. and e. of the definition of"personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; H. SUPPLEMENTARY PAYMENTS—BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I — Coverages, Supplementary Payments— Coverages A And B are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 9 with its permission. I. BROADENED DEFINITION OF INSURED Section II—Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or"suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II—Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or"personal and advertising injury". However: (1) The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) "Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; or (e) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury', MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 9 with its permission. "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (4) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage", and only with respect to "bodily injury" or "property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (1) "Bodily injury' or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 9 with its permission. not apply to: (1) The exceptions contained in subparagraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if"bodily injury" or "property damage" included in the "products-completed operations hazard" is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III— Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III — Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits". MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 9 with its permission. c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate' limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV— Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an "occurrence", offense, claim or"suit" is satisfied if you send us written notice as soon as practicable after any of your"executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or"suit". N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV—Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence"to waive such rights. P. LIBERALIZATION The following is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 9 with its permission. broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. Q. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b. Death resulting from bodily injury, sickness or disease. R. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment': This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 9 with its permission. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 CERTIFICATE OF INSURANCE FOR FWCJUA WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY COVERAGE IN FLORIDA INSURER CERTIFICATE HOLDER FLORIDA WORKERS COMPENSATION JOINT THE MONROE COUNTY BOARD OF COUNTY UNDERWRITING ASSOCIATION, INC. COMMISSIONERS 6003 HONORE AVE, SUITE 204 1100 SIMONTON STREET SARASOTA, FL 34238 KEY WEST, FL 33040 (305)292-3430 CERTIFICATE NUMBER CERTIFICATE ISSUE DATE 2512190002 12/19/2025 THIS CERTIFICATE OF FLORIDA WORKERS'COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE SERVES ONLY AS EVIDENCE OF COVERAGE AS OF THE DATE THE CERTIFICATE WAS ISSUED AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.A CERTIFICATE OF INSURANCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, MODIFY OR EXTEND THE COVERAGE PROVIDED UNDER THE POLICY IDENTIFIED BELOW.THE POLICY ITSELF GOVERNS THE TERMS, CONDITIONS, AND SCOPE OF COVERAGE. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE FWCJUA,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. POLICYHOLDER POLICYHOLDER AGENCY HAMMERHEAD TERMITE CONTROL INC REGAN INSURANCE AGENCY INC 30385 QUAIL ROOST TR REGAN ROTH INSURANCE AGENCY BIG PINE KEY, FL 330430000 90144 OVERSEAS HWY FEIN:41-2061400 TAVERNIER, FL 33070 (305)852-3234 PRODUCER:JOSEPH H ROTH III JROTH@REGANINSURANCEINC.COM POLICY PERIOD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 6G470118 12/12/2025 12/12/2026 POLICY NOTATIONS EMPLOYER'S LIABILITY LIMITS ❑ Minimum Premium Policy Each Accident $100,000 Disease-Policy Limit $500,000 ❑`� Officer(s), Sole Proprietor or Partner excluded from coverage Disease-Each Employee $100,000 NATURE OF OPERATIONS&ADDITIONAL REMARKS 4828-CHEMICAL BLENDING OR MIXING NOC TERMITE AND PEST CONTROL IMPORTANT: No warranty is made regarding the continuation of coverage beyond the issuance date of the certificate of insurance. The certificate holder solely assumes the responsibility for verifying the status of coverage beyond the date of issuance. To confirm ongoing coverage, the certificate holder may contact the FWCJUA service provider by phone at (800)247-7218 or by email at arwc@travelers.com. FWCJUA AUTHORIZED REPRESENTATIVE e La4wraa S To-rr&nte, Rol SCAN TO VALIDATE CERTIFICATE OR GO TO hllps:/Iwww twcjua M"Coi Page 1 of 1 FWCJUA COI (2025/09) Pearson-April NUMUNNNOW From: Jones-Gaelan Sent: Thursday, April 9, 2026 5:11 PM To: Pearson-April; Flatt-Jaclyn Subject: RE: 10090 overseas tree w/subs Attachments: 2025 12 Hammerhead COI WC exp 12.12.26 UNSIGNED.pdf, 2026 04 Hammerhead COI GL AL exp 12.17.26 signed.pdf Categories: Insurance See attached. Also included the WC insurance we received from this contractor back in December. Document was locked down in a v_oay that I couldn't add the Risk stamp, but it is good to go. Gaelan P. Jones Assistant County Attorney Monroe County Attorney's Office Risk Management and Public Records 2798 Overseas Highway, Suite 400 Marathon, FL 33050 (305)292-3470 (305)292-3516 (fax) From: Pearson-April <Pea rson-April @ monroecounty-fl.gov> Sent:Thursday,April 9, 2026 4:46 PM To:Jones-Gaelan <Jones-Gaelan@MonroeCounty-FL.Gov>; Flatt-Jaclyn <Flatt-Jaclyn@MonroeCounty-FL.gov> Subject: RE: 10090 overseas tree w/subs Good Afternoon! Could you please review the attached COI for Hammerhead? Thank you very much! File attached: 4-9-2026 MCBOCCI Hammerhead Termite Control, Inc._25-26 Master COI_4-9-2026_1092610408 April Pearson, CM Business Manager, Airport Florida Keys Marathon International Airport 305-289-6002 w From:Jones-Gaelan <Jone�sm•G elan lip€ pla C a �f y L. ov> Sent: Monday, March 23, 2026 12:34 PM To: Pearson-April<Pearson-P rif a w°aroe caa.�nt .f!e.gg r>; Flatt-Jaclyn <Elatt J wiyr @f la nro f c ur y; L gqy Subject: RE: 10090 overseas tree w/subs April, 1 ).ill°hI i)d-,�,4lllJ.l\J G G, N1N1.11 `,IQSN" I"I li. 6 IIA"� kl`J I,I Nd.hP" AL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Hammerhead Termite CogContract# Effective Date: Upon Execution Expiration Date: Upon Completion Contract Purpose/Description: Treat the premises by Chemical Control for an evidenced infestation of Subterranean Termites in a Tiki Table at West Marallo Tower in Key West,Florida currently leased to the Key West Garden Club 501(c)(3). Contract is Origna Agreement Contract Amendment/Extension Renewal Contract Manager: William DeSantis 4431 DeSantis-William@MonroeCounty-FL.Gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 520.00 Current Year Portion: $ 520.00 (must be$100,000 or less) (1f multiyear agreement then requires BOCC approval, unless the toad aurrcu>Jilafivc a1n<xrtml6:is.$IIfV6V,06Y.00 a1u-less) Budgeted?Yes 0 No❑ Grant: $ NIA County Match: $ NSA Fund/Cost Center/Spend Category: 001-20502-00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (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: William DeSantis �- Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNovo County Attorney Signature: Date:2026.04.2616:04:12-04'00' Risk Management Signature: Jaclyn Flatt Date1lysign4.291.3900-tt Date:2026.04.29 15:39:00-04'00' Julie E. Cuneo Digitally signed by Julie E.Cuneo Purchasing Signature: Date:2026.0429 15:4926-04'00' (email contracts@monroecounty-fl.gov) Digitally signed by Angelica Malmsky OMB Signature: Angelica Malcosky Date:2026.04.2915:53:40-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 w 30385 Baia ' Irii [��LTE C � W�(�RK ORDER epBig PineI Key, IIL 33043 Phoi (305) 515-2800 2235210 Fax. ( ) 515-2808 �, 04/04/'2026 Dote..w... _...... __. ....... PARK&BEACHES ..._... ... .... ... .. ry .........._ ......� ... . ........................................__ Hemec�wnr r r�r Seller Buyer(If oppllcoble) N To 1100 ATLANTIC IBI_VD 2798 OVERSEAS BLVD _ _ ... _._........... _... _______.-.. 5Preet F"ctdress gTre�6u'r€a A,¢Jetrssss) .. .._ . Wow Addrem(h al ling,Address,). KEY WEST FL 33040 MARATHON FL 33050 City State ?jp Code � City State hp Code TIM TABLE .........................................................................._ Bue anew Phone Homer Ph ono TyrA. `wKIL'tea o Cubic Foologe Month racry Year lifie �et nitiogTreatment HAMMERHEAD TERMITE CONTROL PAYMENT is hereby authorized to treat the premises 520.00 described above for the control of: _. tVcxl Ira Roan"va.,,N FUMIGATION _.` .__. ;rne We r r(rrrlierk ,ucar<xr'rfee Drywood Termites � ne eae�"°.� � ... 0 Wood Borers 0 Powder Post Beetles S.__.... S:)thrr;r h'ra s CHEMICAL CONTROL-See Reverse Side 10Subterranean Termites 520.00 On the basis of; $ _----- -- Pra9a,,B Arrrauau.An�h 1ruI,111fl D a1[I'aN➢�I'DV;Yro��a➢g4fDT�C r DII _._ []Live Infestation ®Evidence Inf str:Ai¢7rt ��,�i�,G;P�fi ll;p,l D➢JI1�7V°¢91�i�ll�':uh � O,a : Ise µ�r:rrnlY(ilxrolrrdr�li.uo�uro 9ar:Y"�y []Preverition ry 20 0() _____ ____eD�Elanc,E�"Due aar an(;c>rvapk--rtlon (�No inspection ___. Notice of Tre citment will be placed_-_. 0.00 OPTIONAL Annualr2E-^irc;wrrf tr=e,`a _ .. _ ........__- p t C,,(,Nd r'D u✓BA '7 ILA a,IVFX `1 Disc, Card t ai.ari its.>e.a ....................__ _ _ exp.Dote . ............._......_. THIS CONTRACT CONTAINS DISCLAIMERS, LIMITATIONS, CONDITIONS AND/OR EXCLUSIONS GI I IERAIL IPROVISIO S I. Duling the teim of This,A(jIre ernerri, hi("xrrYrYac?111,iiad will roinspaec:f periodic.cally upon Poe leasonable recga.en'l of the C;ustorner arTd any noce sscary further treatment will be Iovi(kard for no(,iddltl g (Agrees to rn ake the,prera,lsae�s cavcallcat�alc,for rc»In p c',ct'ion, I or'roI charge,�r,r;rtr„>rTlc=al°�xc. 2.Horrrn'ae Tht-,,ead will rErxr e-w this,service annually for the prernlr.es for$0,00 per year p aycrabie of,)or before,e ac;h annual renewal dotr-„ provided that the company shall have,the right to 'evisea the annual renewal charge becglnnlr,g thee sixth(6ti-I)year from the date of initial trocatrT)e r-rf. 3.This L..inrooled Guarantee is fronsfe;,rrablee to a new owner but we:rnus'f be notifreci in writing prlexr to the change, 4.COVERAGE IS FOR RETREATMENT ONLY.Harnl-nei head shall not be responsible for PAST PRESENT OR FLrTURE TERMITE OR OTHER WOOD DESTROYING INSECT DAMAGE to property or contents,tents,at for repairs airs or c orrlponscation therefor.�I�tueM>only obligation of Hartnir ei l-i(-,:d.shrill be to provide;the necessary additional trecxtrrreent to the pre irrTse:s,at r-Ic)extra e.ost,if liven infe°stcahlon of th(-,cak:)ovea wood destroying insect is found in the, p:arernlse s during Igoe terra of It-*agreaeen`)(,,nf. 5,This agreement ccwers the pre>n`r),re;s c iogrrsrnrned on the Graph cis of the date Of actual tlrecsfrnent, canci in the:event the prernises care; strucrhr,arally rarc,dlflod.entered or otherwise changed afte.>r rIcate of initial treatment,this aUreerne nt shall terminate unless ca prior written agreement shall have been entered into by the.Customer for Harnn-*rhexad to reinspe(.A the pre milsers.provide addifionol treatirent and/or adjust the Annual Renewal Fee, 6,This aacgree;:rnent shrafl be effective only upon payment of thew Charge provided for Caere.=,ucb, 7,In the event the CustCorneei defciults on ar�iy irnhallrnent.the;,entire balance due heare clindexr sl-Ia(1 bec:orne IrnrT-iediately due,and payabic;,with Interest at tt-oe rate fixed by law, and the C,(.rsfome,r,hall relinburse Harrimearhead for it's cosi for collection, including reason akale cattorney's feat=as. tt.This cacgreemer)l may not be changed in any way by any rq)resentativaas of Harnrne,rhead or me unless it is chran0ed in writing and signed by a corporate officer of I-1c.im TTerhead, I heave had no rep:tresentrallonsa or induce rnerrts made,to Fie esxc.,e;;rprf what is written in this agreement. 9,This will acknowledge that itic,C;uslofner has read, understands and agrees to rablde by the HOMEOWNER'S PREPARATIONS FOR FUMIGATION PROCEDURES cis seat forth on the attachecil farm, Accepter! By-. HAMMERHEAD TERMITE CONTROL w...... _., _.� .._......e._.. .._..__.Date Christine sigr•s,[gtgr allysignedby "nstine Hurley JORGE AYALA Hurle Date 20260429 By Y 16 07 05-04'00 I&epresentotltiru Prim Name 1�.A0•w a�sa._.6�h��.e�d^".wa�.ao V,w YI...,,_PTM®ecbA.r�ac® v.rw®s DISCLAIMERS AND CONDITIONS CHEMICAL CONTROL - SUBTERRANEAN TERMITES 1. IF MOISTURE AND/OR STRUCTURAL CONDITIONS WHICH ARE CONDUCIVE TO SUBTERRANEAN TERMITES ARE SUBSEQUENTLY FOUND TO EXIST WITHOUT GROUND CONTACT,THEN THE COMPANY SHALL BE RELIEVED OF ANY AND ALL LIABILITY. 2. STRUCTURAL OR MECHANICAL DEFECTS WHICH RESULT IN WATER LEAKAGE IN INTERIOR AREAS OR THROUGH THE ROOF OR EXTERIOR WALLS OF THE PREMISES MAY DESTROY THE EFFEC- TIVENESS OF THE COMPANY'S TREATMENT, THEREBY PERMITTING INFESTATION TO CONTINUE AFTER THE DATE OF INITIAL TREATMENT. IF SUCH A CONDITION IS DISCOVERED, IT IS AGREED THAT THE CUSTOMER WILL BE RESPONSIBLE FOR MAKING SUCH REPAIRS AS NECESSARY TO CORRECT THE STRUCTURAL OR MECHANICAL DEFECT AND THE COMPANY WILL, UPON COMPLETION OF SAID REPAIRS, PROVIDE ADDITIONAL TREATMENT TO CONTROL THE INFESTATION IN THE AREA. NOTICE OF CANCELLATION "BUYER'S RIGHT TO CANCEL".THIS IS A HOME SOLICITATION SALE. IF YOU DO NOT WANT THE GOODS OR SERVICES, YOU MAY CANCEL THIS AGREEMENT BY MAILING A NOTICE TO THE SELLER. THIS NOTICE MUST INDICATE THAT YOU DO NOT WANT THE GOODS OR SERVICES AND MUST BE POST MARKED BEFORE MIDNIGHT OF THE THIRD BUSINESS DAY AFTER YOU SIGN THIS AGREEMENT. IF YOU CANCEL THIS AGREEMENT,THE SELLER MAY KEEP ALL OR PART OF ANY CASH DOWNPAYMENT, NOT TO EXCEED THE LESSER OF 5%OF THE CASH PRICE OR$50.00. Termite Control Work Order Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after"County') and Hammerhead Termite Control (herein after"Contractor")agree as set forth below. The County and Contractor hereby enter into this addendum to modify the Termite Control Work Order#2233820 dated 02/11/26 offered by the Contractor for the goods or services to be provided (herein after referred to as"A,greement") and agrees to the following: This Agreement includes and incorporates the Contractor's Termite Control Work Order 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(Section 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 Linder this Agreement is contingent upon an annual appropriation by the Monroe County Board Of C70LITIty Corn in issioners. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to a not-to-exceed amount of $100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00, In accordance with Monroe County Code Section 2-58, the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed $I o0,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a ciairn 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 the Contractor fail to perfonn. 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, the County shall pay the Contractor the sum due for work performed under this Agreement prior to I 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 the Contractor. If the County terminates this Agreement, the County shall pay the Contractor the sum due for work performed 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: The 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 to ofthe 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 Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to the Contractor. Governing Law, Venue, Interpretation, Costs, and Fees: '"I"his 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 C'OUnty and Contractor agree that venue shall lie in the appropriate court or before the appropilate adrnhiistrative body of the 16"' 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-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, effictive 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 `III 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.1 681- 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) ',he Age Discrimination Act of 1975, as amended (42 tJSC 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 2 and drug abuse patient records; 8) Title Vill 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 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance: T' h e Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"Public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract, The Contractor is encouraged to consult with its advisors about Florida Public Records I.,aw in order to comply with this provision. The Agreement is a Public Record under Chapter 119, Florida Statutes. 'Fhe parties agree to comply with Chapter 119, Florida Statutes. Sovereign Immunity and Non-Waiver of Iminunity: The County's indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes, Notwithstanding the provisions of Section 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 arnended 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 3 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 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 Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of`Section 448.095, Florida Statutes. 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 Conti-actor, supplier, Subcontractor, or consultant Linder 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 CATEGMY TWO for a period of 36 months following the date of being placed on the convicted vendor list, Scrutinized Companies: "I"he Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel L,ist or engaged in a boycott of Israel. Pursuant to Section 287.135, Florida Statutes,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 oil 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 L.ist,or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135,Florida Statutes,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 with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum I.Inergy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. As provided in Subsection 287,135(8), Florida Statutes, 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, the Contractor shall disclose to the 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, Florida Statutes, 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 4 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 ofthe agent or controlled entity that is the source or interest holder. If' the disclosure requirement is applicable as described above, then, within I year before applying for any grant, the Contractor must also provide a copy of such disclosure to the State of Florida Department of Financial Services. Suspended Person/Business Entity Section 2-347(1), Monroe County Code: In accordance with Monroe County Code Subsection 2-347(1), the Contractor hereby swears and affirrns 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 entities 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 terrn of this Agreement; (13) 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 Contractors default in respect of any of the obligations that it undertakes tinder the terms of this Agreement, This section will survive the expiration of the term of this Agreement or any earlier termination of'this Agreement, Insurance: At all times during the term of this Agreement (including any extensions thereof), the Contractor shall maintain the insurance as specified in this section. In the event the Contractor fails to maintain all insurance required by this section, the 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 the Contractor's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and the Contractor agrees to indemnify and hold harmless the County for any and all increases in cost resulting frorn such delay. Contractor shall maintain the following coverage: • Commercial General Liability: The 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, the Contractor's policy must provide for claims filed during the term of this Agreement,and for twelve (12)months after its termination or expiration. 'rhe Conti-actor's policy shall be endorsed to name the Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit(CSI..,). • Worker's Compensation: "The Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. 5 0 Business Auto Liability: The Contractor's insurance policy shall provide coverage for all owned, non-owned, and hired vehicles used in the performance of work under this Agreement. The Contractor's policy shall be endorsed to name the Monroe County Board of County Commissioners as Additional Insured. The minimum acceptable limit is: $300,000 Combined Single Limit (CSL). If Split Limits are provided, the minimum acceptable limits are: $200,000 per person; $300,000 per Occurrence; $100,000 Property Damage. Prior to commencement of work under this Agreement, the Contractor shall provide to the County Risk Manager satisfactory evidence of the required insurance, which may be an 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: r k ma e ei �(a , ILI_ �4,4 is _tLg_L 190—V 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 I..,abor or Services as set forth in more detail in this Agreement. PUBLIC ENTITY CRIME STATEMENT: The Contractor certifies and agrees that t It e 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 Set-vices, may riot 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 tinder a contract with any public entity; and may riot 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 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 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, the Contractor further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida 6 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 has been placed on the convicted vendor list. EMPLOYMENT OR RE"TENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES: By signing this Agreement, the Contractor warrants that it has not employed,retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2-149, 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 forri-ter County officer or employee Pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES 1ASTS: 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(,)f'lsrael. Section 287.135, Florida Statutes, also prohibits a Contractor fi-orn bidding on, submitting a proposal fir, or entering into or renewing a contract for goods or services of $1,000,000 or more, it' the Contractor/company is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran 'Ferrorism Lists which were created Pursuant to Section 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 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$1,000,00�0 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 L,ist of Prohibited Companies. I understand that pursuant to Section 287.135, Florida Statutes, the submission of' a false certification may subject the 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: liLtp-://www.dms,tii fl orid a,corn/ u o i ti(n state qi; dot, inkmnation/convicle _p 7 NON-COLLUSION USION AFFIDAVIT: The Contractor, by signing this Agreement, according to law on its oath, and under penalty of perjury, deposes and say that the person signing on behalf` of the firm of Contractor and the bidder making the Proposal for the project described in the Scope of Work h a s 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 NO C OERC: V + CONDUCT FOR LABOR OR SERVIC; Sm The Contractor is required to provide an affidavit under penalty of perjury attesting that the Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 7 7.06(2)(a), coercion means: l. 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 authority and against her or his will; 1 Using lending or other credit methods to establish a debt by any pet-son when labor or services are pledged as a security for the debt, if the value ofthe labor or services as reasonably assessed is not applied toward the ligr.ridation 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; 54 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 Il of Section 893.03, Florida `statutes to, any person for the purpose of exploitation of that person, 8 As a person authorized to sign on behalf of the Contractor, I certify tinder penalties of perjury that the Contractor does not use coercion for labor or services in accordance with Section 787.06,Florida Statutes. Additionally, the Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. cot tor MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM signatil *ms:'r'NT COU Firy ATTORNEY DATE� el t 17C —4— Date Z ................ 9 74/9/2026 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: Daniel Wall Great Scot! Insurance, Inc. PHONE FAX 12155 Metro Pkwy (A/C. A/c No EXt: 239-561-3400 'C No):239-561-0496 Suite 28A ADDRESS: dan@gsiinsurance.com Fort Myers FL 33966 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Markel Insurance Company 38970 INSURED HAMMTER-01 INSURER B: Hammerhead Termite Control, Inc. 30385 Quail Roost Trail INSURERC: Big Pine Key FL 33043-3350 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1092610408 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 PCP28227-02 12/17/2025 12/17/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR 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 PCA28228-02 12/17/2025 12/17/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X C $1,000 X OMP COLL$1,000 $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A EQUIPMENT FLOATER PCP28227-02 12/17/2025 12/17/2026 INLAND MARINE LIMIT 102,000 PROPERTY CONTENTS LIMIT 10,750 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Exterminator Monroe County Board of County Commissioners is listed as an additional insured in regards to general liability and Auto Liability Policies. APPROVED BY RISK/MANAGEMENT BY �¢�zit DATE U4.9.26 WAIVER NIA X YE$ CERTIFICATE HOLDER WC provided under separate cover 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 9400 Overseas Hwy Ste 200 AUTHORIZED REPRESENTATIVE Marathon FL 33050 1 ), @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE gigCOMMERCIAL GENERAL LIABILITY MARKEV Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence/$25,000 Annual Aggregate Extended Property Damage— Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers' Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each;Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General,Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 9 with its permission. A. LOST KEY COVERAGE 1. The following is added to Section I— Coverages, Coverage A—Bodily Injury And Property Damage Liability: We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" due to the loss of keys in the care, custody or control of the insured or the insured's "employees". Our liability for all damages is limited to: (1) The actual cost of the lost keys; (2) The adjustment of locks to accept new keys; or (3) New locks, if required, including the cost of their installation. 2. The following is added to Section III— Limits Of Insurance: The limits of insurance for Lost Key Coverage are subject to the following provisions: a. The Annual Aggregate limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" resulting from the loss of keys, as described in this endorsement. b. Subject to the Annual Aggregate limit, the Each Occurrence limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" in any one "occurrence" resulting from the loss of keys. c. The amounts shown in the Schedule of this endorsement for this coverage are part of, not in addition to, the applicable limits of insurance shown in the Declarations. B. EXTENDED PROPERTY DAMAGE— EXPECTED OR INTENDED INJURY' Exclusion 2.a. Expected Or Intended Injury under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of"property damage" to non-owned watercraft or aircraft as described in Paragraphs (2) or(6) above, the insurance provided by this endorsement does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while that equipment is not being used to perform operations. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 9 with its permission. 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for"property damage" to borrowed equipment is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph D.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS' GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage"to"customers' goods". 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph E.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for storage, service or repair. "Customers' goods" does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft. This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than "autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises; or g. The following property while outside of buildings: (1) Grain, hay, straw or other crops; and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 9 with its permission. 2. The final paragraph of Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III— Limits Of Insurance. 3. Paragraph 6. under Section III— Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(11) Other Insurance under Section IV— Commercial General Liability Conditions is replaced by the following: (ii) That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. "insured contract" is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; G. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I — Coverages, Coverage B — Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2. Paragraphs d. and e. of the definition of"personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; H. SUPPLEMENTARY PAYMENTS—BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I — Coverages, Supplementary Payments— Coverages A And B are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 9 with its permission. I. BROADENED DEFINITION OF INSURED Section II—Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or"suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS- The following paragraphs are added to Section II—Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or"personal and advertising injury". However: (1) The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) "Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; or (e) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury', MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 9 with its permission. "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (4) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage", and only with respect to "bodily injury" or "property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) "Bodily injury' or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 9 with its permission. not apply to: (1) The exceptions contained in subparagraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if"bodily injury" or "property damage" included in the "products-completed operations hazard" is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III— Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III — Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits". MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 9 with its permission. c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products-completed,operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations' hazard" will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV— Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an "occurrence", offense, claim or"suit" is satisfied if you send us written notice as soon as practicable after any of your"executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or"suit". N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV—Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence"to waive such rights. P. LIBERALIZATION The following is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 9 with its permission. broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. Q. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b. Death resulting from bodily injury, sickness or disease. R. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment': This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 9 with its permission. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 CERTIFICATE OF INSURANCE FOR FWCJ6A WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY ` COVERAGE IN FLORIDA INSURER CERTIFICATE HOLDER FLORIDA WORKERS COMPENSATION JOINT THE MONROE COUNTY BOARD OF COUNTY UNDERWRITING ASSOCIATION, INC. COMMISSIONERS 6003 HONORE AVE, SUITE 204 1100 SIMONTON STREET SARASOTA, FL 34238 KEY WEST, FL 33040 (305)292-3430 CERTIFICATE NUMBER CERTIFICATE ISSUE DATE 2512190002 12/19/2025 THIS CERTIFICATE OF FLORIDA WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE SERVES ONLY AS EVIDENCE OF COVERAGE AS OF THE DATE THE CERTIFICATE WAS ISSUED AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.A CERTIFICATE OF INSURANCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, MODIFY OR EXTEND THE COVERAGE PROVIDED UNDER THE POLICY IDENTIFIED BELOW. THE POLICY ITSELF GOVERNS THE TERMS, CONDITIONS, AND SCOPE OF COVERAGE. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE FWCJUA,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. POLICYHOLDER POLICYHOLDER AGENCY HAMMERHEAD TERMITE CONTROL INC REGAN INSURANCE AGENCY INC 30385 QUAIL ROOST TR REGAN ROTH INSURANCE AGENCY BIG PINE KEY, FL 330430000 90144 OVERSEAS HWY FEIN:41-2061400 TAVERNIER, FL 33070 (305)852-3234 PRODUCER:JOSEPH H ROTH III JROTH@REGANI NSURANCEINC.COM POLICY NUMBER POLICY PERIOD EFFECTIVE DATE EXPIRATION DATE 6G470118 12/12/2025 12/12/2026 POLICY NOTATIONS EMPLOYER'S LIABILITY LIMITS ❑ Minimum Premium Policy Each Accident $100,000 Disease- Policy Limit $500,000 ❑J Officer(s), Sole Proprietor or Partner excluded from coverage Disease- Each Employee $100,000 NATURE OF OPERATIONS&ADDITIONAL REMARKS 4828-CHEMICAL BLENDING OR MIXING NOC TERMITE AND PEST CONTROL IMPORTANT: No warranty is made regarding the continuation of coverage beyond the issuance date of the certificate of insurance. The certificate holder solely assumes the responsibility for verifying the status of coverage ❑�'" �� beyond the date of issuance. To confirm ongoing coverage, the certificate holder may contact the FWCJUA service provider by phone at (800)247-7218 or by email at arwc@travelers.com. FWCJUA AUTHORIZED REPRESENTATIVE [oilLa twaa S T&rre*.e./ SCAN TO VALIDATE CERTIFICATE OR GO TO https://w .fwcjua.com/coi Page 1 of 1 FWCJUA COI (2025/09) 74/9/2026 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: Daniel Wall Great Scot! Insurance, Inc. PHONE FAX 12155 Metro Pkwy (A/C. A/c No EXt: 239-561-3400 'C No):239-561-0496 Suite 28A ADDRESS: dan@gsiinsurance.com Fort Myers FL 33966 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Markel Insurance Company 38970 INSURED HAMMTER-01 INSURER B: Hammerhead Termite Control, Inc. 30385 Quail Roost Trail INSURERC: Big Pine Key FL 33043-3350 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1092610408 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 PCP28227-02 12/17/2025 12/17/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR 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 PCA28228-02 12/17/2025 12/17/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X C $1,000 X OMP COLL$1,000 $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A EQUIPMENT FLOATER PCP28227-02 12/17/2025 12/17/2026 INLAND MARINE LIMIT 102,000 PROPERTY CONTENTS LIMIT 10,750 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Exterminator Monroe County Board of County Commissioners is listed as an additional insured in regards to general liability and Auto Liability Policies. APPROVED BY RISK/MANAGEMENT BY �¢�zit DATE U4.9.26 WAIVER NIA X YE$ CERTIFICATE HOLDER WC provided under separate cover 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 9400 Overseas Hwy Ste 200 AUTHORIZED REPRESENTATIVE Marathon FL 33050 1 ), @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE gigCOMMERCIAL GENERAL LIABILITY MARKEV Markel Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence/$25,000 Annual Aggregate Extended Property Damage— Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers' Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each;Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General,Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 9 with its permission. A. LOST KEY COVERAGE 1. The following is added to Section I— Coverages, Coverage A—Bodily Injury And Property Damage Liability: We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" due to the loss of keys in the care, custody or control of the insured or the insured's "employees". Our liability for all damages is limited to: (1) The actual cost of the lost keys; (2) The adjustment of locks to accept new keys; or (3) New locks, if required, including the cost of their installation. 2. The following is added to Section III— Limits Of Insurance: The limits of insurance for Lost Key Coverage are subject to the following provisions: a. The Annual Aggregate limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" resulting from the loss of keys, as described in this endorsement. b. Subject to the Annual Aggregate limit, the Each Occurrence limit shown in the Schedule of this endorsement is the most we will pay for all "property damage" in any one "occurrence" resulting from the loss of keys. c. The amounts shown in the Schedule of this endorsement for this coverage are part of, not in addition to, the applicable limits of insurance shown in the Declarations. B. EXTENDED PROPERTY DAMAGE— EXPECTED OR INTENDED INJURY' Exclusion 2.a. Expected Or Intended Injury under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 2. The following is added: (6) "Bodily injury" or "property damage" arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of"property damage" to non-owned watercraft or aircraft as described in Paragraphs (2) or(6) above, the insurance provided by this endorsement does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while that equipment is not being used to perform operations. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 9 with its permission. 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for"property damage" to borrowed equipment is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph D.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS' GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A— Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage"to"customers' goods". 2. The following is added to Section III— Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for "property damage" to "customers' goods" is the amount shown in the Schedule of this endorsement for each "occurrence". 3. The insurance afforded by Paragraph E.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: "Customers' goods" means tangible personal property belonging to your customers and left with you for storage, service or repair. "Customers' goods" does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft. This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than "autos", you hold for sale; or (2) Rowboats or canoes out of water at your premises; or g. The following property while outside of buildings: (1) Grain, hay, straw or other crops; and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I — Coverages, Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 9 with its permission. 2. The final paragraph of Paragraph 2. Exclusions under Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III— Limits Of Insurance. 3. Paragraph 6. under Section III— Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(11) Other Insurance under Section IV— Commercial General Liability Conditions is replaced by the following: (ii) That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. "insured contract" is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; G. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I — Coverages, Coverage B — Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2. Paragraphs d. and e. of the definition of"personal and advertising injury" are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person's right to privacy; H. SUPPLEMENTARY PAYMENTS—BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I — Coverages, Supplementary Payments— Coverages A And B are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 9 with its permission. I. BROADENED DEFINITION OF INSURED Section II—Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered "occurrence", claim or"suit". This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS- The following paragraphs are added to Section II—Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury", "property damage" or"personal and advertising injury". However: (1) The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) "Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any "occurrence" which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence of such person or organization; or (e) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to "bodily injury', MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 9 with its permission. "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services. (4) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the "bodily injury" or "property damage", and only with respect to "bodily injury" or "property damage" arising out of"your products"which are distributed or sold in the regular course of the vendor's business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h) Any failure to maintain the product in a merchantable condition; or (i) "Bodily injury' or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 6 of 9 with its permission. not apply to: (1) The exceptions contained in subparagraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products or any ingredient, part or container entering into, accompanying or containing such products. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if"bodily injury" or "property damage" included in the "products-completed operations hazard" is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III— Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III — Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered "location" or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered "location" or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or"suits" brought; or (3) Persons or organizations making claims or bringing "suits". MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 9 with its permission. c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered "location" or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered "location" or covered project's general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered "location" or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the "products-completed,operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations' hazard" will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, "location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III — Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV— Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an "occurrence", offense, claim or"suit" is satisfied if you send us written notice as soon as practicable after any of your"executive officers", directors, partners, insurance managers or legal representatives become aware of or should have become aware of such "occurrence", offense, claim or"suit". N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV—Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an "occurrence"to waive such rights. P. LIBERALIZATION The following is added to Section IV—Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 8 of 9 with its permission. broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. Q. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b. Death resulting from bodily injury, sickness or disease. R. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. "mobile equipment': This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., Page 9 of 9 with its permission. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 CERTIFICATE OF INSURANCE FOR FWCJ6A WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY ` COVERAGE IN FLORIDA INSURER CERTIFICATE HOLDER FLORIDA WORKERS COMPENSATION JOINT THE MONROE COUNTY BOARD OF COUNTY UNDERWRITING ASSOCIATION, INC. COMMISSIONERS 6003 HONORE AVE, SUITE 204 1100 SIMONTON STREET SARASOTA, FL 34238 KEY WEST, FL 33040 (305)292-3430 CERTIFICATE NUMBER CERTIFICATE ISSUE DATE 2512190002 12/19/2025 THIS CERTIFICATE OF FLORIDA WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE SERVES ONLY AS EVIDENCE OF COVERAGE AS OF THE DATE THE CERTIFICATE WAS ISSUED AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.A CERTIFICATE OF INSURANCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, MODIFY OR EXTEND THE COVERAGE PROVIDED UNDER THE POLICY IDENTIFIED BELOW. THE POLICY ITSELF GOVERNS THE TERMS, CONDITIONS, AND SCOPE OF COVERAGE. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE FWCJUA,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. POLICYHOLDER POLICYHOLDER AGENCY HAMMERHEAD TERMITE CONTROL INC REGAN INSURANCE AGENCY INC 30385 QUAIL ROOST TR REGAN ROTH INSURANCE AGENCY BIG PINE KEY, FL 330430000 90144 OVERSEAS HWY FEIN:41-2061400 TAVERNIER, FL 33070 (305)852-3234 PRODUCER:JOSEPH H ROTH III JROTH@REGANI NSURANCEINC.COM POLICY NUMBER POLICY PERIOD EFFECTIVE DATE EXPIRATION DATE 6G470118 12/12/2025 12/12/2026 POLICY NOTATIONS EMPLOYER'S LIABILITY LIMITS ❑ Minimum Premium Policy Each Accident $100,000 Disease- Policy Limit $500,000 ❑J Officer(s), Sole Proprietor or Partner excluded from coverage Disease- Each Employee $100,000 NATURE OF OPERATIONS&ADDITIONAL REMARKS 4828-CHEMICAL BLENDING OR MIXING NOC TERMITE AND PEST CONTROL IMPORTANT: No warranty is made regarding the continuation of coverage beyond the issuance date of the certificate of insurance. The certificate holder solely assumes the responsibility for verifying the status of coverage ❑�'" �� beyond the date of issuance. To confirm ongoing coverage, the certificate holder may contact the FWCJUA service provider by phone at (800)247-7218 or by email at arwc@travelers.com. FWCJUA AUTHORIZED REPRESENTATIVE [oilLa twaa S T&rre*.e./ SCAN TO VALIDATE CERTIFICATE OR GO TO https://w .fwcjua.com/coi Page 1 of 1 FWCJUA COI (2025/09) M.(.)1llit�(,)1i '(I)ti:1"',�iYCO IViIIS(mII0(', IdiI, I-'(fl.,(,C'HA(d11:GI1tiII['011,Iliw'Y10/AI ,,i.l,A L ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Marathon Electric Sign & 6iContract# Effective Date: Upon Signature Expiration Date: 9/30/2026 Contract Purpose/Description: Purchase and Installation of the Murray Nelson Marquee Replacement Original Agreement Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Suzi Rubio rubio-suzanne@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 61,685.00 Current Year Portion: $ 61,685.00 (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: $68,000 County Match: $ N/A - 100% TDC Funded Fund/Cost Center/Spend Category: F_121 -CC_71061 SC_00062 ADDITIONAL COSTS Estimated Ongoing Costs: $ 200 /yr For: Maintenance (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES R NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis ��< Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNovo County Attorney Signature: P Date:2026.04.09 12:37:27-04'00' Risk Management Signature: Jaclyn Flatt Digitally slgn4.10ed 13 49 49-0clyn t Y Date:2026.04.10 13:49:49-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.04.16 0.00:19-04'00' (email contracts C&monroecounty-fl.gov) Digitally signod byAngelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.1609:00:37-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Rcvkc d V 1 0 2 2025 911 Monroe County Department of Facilities and Project Management Date: March 3, 2026 Scope of Work: REMOVE AND REPLACE THE MARQUEE AT MURRAY NELSON GOVERNMENT CENTER. Job Name: MURRAY NELSON MARQUEE REPLACEMENT Job Location: 102050 Overseas Hwy. Key Largo, Florida 33037 Contact: Suzi Rubio Rubio-Suzanne(a)monroecounty-fl.gov (305) 295-4338 Willie DeSantis desantis-william(a�-monroecounty-fl.gov ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... NOTICE OF REQUEST FOR SERVICES NOTICE IS HEREBY GIVEN that Wednesday, March 3, 2026, at 12:00 P.M. is the deadline for the Monroe County Department of Facilities and Project Management to receive quotes for the following: Murray Nelson Marquee Replacement Monroe County, Florida PROJECT OVERVIEW, PROJECT INTENT AND SCOPE, GENERAL REQUIREMENTS 1. Project Overview a. All Quotes are due by March 3, 2026, 12:00 P.M. via email to rubio- suzanne@monroecounty-fl.gov. All Quotes must state they will be good for one hundred twenty (120) calendar days from submittal due date. 2. Project Intent and Scope a. Contractor shall supply all of the materials and hardware needed to complete the project and properly dispose of debris. b. Remove and discard existing LED's message center. c. Install two (2) new 50-inch by 94-inch Daktronics Galaxy RGB LED message centers on existing structure. d. Install new 60 AMP underground sub feed from building location to concrete ID sign. e. Provide two (2) WP (weatherproof) receptacles. f. Connect new LED signs to new electric service. Scope includes all restoration and permitting. 3. Summary of General Requirements a. The Contractor is required to provide protection for all existing surfaces. This shall include, but not be limited to: i. Vehicles and Personal Property ii. Trees and Landscape iii. Asphalt Road and walking asphalt sidewalks and any concrete sidewalks. iv. Buildings. b. The Contractor shall ensure that all non-exempt employees for this effort are compensated in accordance with all State and Local Laws. c. The Contractor shall provide a dumpster, containment bin, or similar device for the collection and containment of construction generated debris. Page 3 of 33 d. The Contractor shall load, haul, and properly dispose of all construction debris. e. The Contractor shall provide and maintain appropriate (OSHA required) construction warning signs and barriers. f. The Contractor shall furnish all required work site safety equipment. g. The Contractor shall furnish and maintain on-site material safety data sheets ("MSDS") for all materials used in the construction. h. Construction work times shall be limited to: 8:00 A.M. to 5:00 P.M. Monday- Friday. i. All materials shall be approved by submittal prior to commencement of work. j. The Contractor shall provide a lump sum price by March 3, 2026, at 12:00 P.M. k. The Contractor needs to be aware of weather and location and plan accordingly. I. The Contractor needs to be aware of the facility, its residents, and staff with unusual schedules and plan accordingly. m. The Contractor shall provide a safety lift plan for all crane/hoist work. n. The Contractor shall provide schedules for all phases of the project. o. The Contractor shall provide paper or electronic copies of all original device specifications, warranties, maintenance schedules, shop drawings, permits, repair and maintenance contacts, and any other information necessary for the proper functioning and maintenance of the equipment. p. The Contractor shall coordinate all activities with concurrent site work being performed. q. By signing this agreement, the Undersigned has read and accepts the terms and conditions set forth by the Monroe County General Requirements for Construction, found at the following link on the Monroe County web page: http://fi-monroecounty.civicr)lus.com/Bids.asr)x?CatiD=1 8 r. Insurance Requirements: Page 4 of 33 Workers' Compensation Statutory Limits Employers' Liability $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease each employee General Liability $500,000 Combined Single Limit Business Vehicle $200,000 per Person $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners shall be named as Additional Insured on General Liability and Vehicle polices. s. The Contractor shall be required to secure and pay for all permits required to perform the work. t. The Contractor is required to have all current licenses necessary to perform the work. u. INDEMNIFICATION, HOLD HARMLESS AND DEFENSE. 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 (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of 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, Page 5 of 33 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). The monetary limitation of liability under this contract shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06, Florida Statutes. 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the County's sovereign immunity. v. NON-COLLUSION. By signing this proposal, the undersigned swears, according to law on his/her oath, and under penalty of perjury, that their firm executes this proposal with prices 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 proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit a proposal for the purpose of restricting competition. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained in this paragraph in awarding contracts for this project. Page 6 of 33 w. EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES. By signing this proposal, the undersigned 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. x. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. y. DRUG-FREE WORKPLACE. By signing this proposal, the undersigned certifies that the Contractor complies fully with, and in accordance with the requirements of Section 287.087, Florida Statutes, as follows: i. It will publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specify the actions that will be taken against employees for violations of such prohibition. ii. It will inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. iii. It will give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in Subsection (i). iv. In the statement specified in Subsection (i), it will notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Page 7 of 33 Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. V. It will impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, for any employee who is so convicted. vi. It will make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. ADDITIONAL CONTRACT PROVISIONS I. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY. 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. The Contractor or County agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of 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. Page 8 of 33 During the performance of this Agreement, the Contractor, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: A. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. B. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. C. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. D. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places Page 9 of 33 available to employees and applicants for employment. E. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. F. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. G. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. H. The Contractor will include the portion of the sentence immediately preceding Subparagraph (A) and the provisions of Subparagraphs (A) through (H) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. II. TERMINATION. A. In the event that the Contractor shall be found to be negligent in any aspect of service, the County shall have the right to terminate this agreement after five (5) days' written notification to the Contractor. Page 10 of 33 B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days' written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this agreement for cause with the Contractor should the 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 the Contractor with five (5) calendar days' notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this Agreement with the Contractor, the County shall pay the 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 the Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located in Article IX, Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon seven (7) days' notice to the Contractor. If the County terminates this Agreement with the Contractor, the County shall pay Contractor the sum due the Contractor under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to the Contractor shall not exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located in Article IX, Section 2-721 et al. of the Monroe County Code. E. Scrutinized Companies: For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Subsection 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Subsection 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection 287.135(4), Florida Statutes, are met. III. MAINTENANCE OF RECORDS. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the termination of this agreement or in accordance with the State of Florida retention schedules (https:Hdos.fl.gov/library-archives/records-management/general-records- schedules/), whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for the applicable retention period following the termination of this Agreement. If an auditor employed by the County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid by the County. IV. PUBLIC ACCESS. The Contractor and County shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor and County in connection with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by the Contractor. Public Records Compliance. The Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Page 12 of 33 The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Contractor is required to: A) Keep and maintain public records that would be required by the County to perform the service. B) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 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 County. D) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. E) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Page 13 of 33 The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12T" ST., SUITE 408, KEY WEST, FL 33040, publicrecords(uD-monroecounty-fl.gov, (305) 292-3470. V. RIGHT TO AUDIT. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by the Owner or by the Monroe County Office of Clerk and Comptroller("County Clerk")to substantiate charges related to this Agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by the Owner's representative and/or agents of the Owner or the County Clerk. The Owner or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from the date the monies were paid to Contractor. The Right to Audit provisions survive the termination or expiration of this Agreement. Page 14 of 33 VI. PAYMENT OF FEES/INVOICES Payment will be made by the Owner, upon receipt of a proper invoice from the Contractor, in accordance with the Florida Local Government Prompt Payment Act, Section 218.735, Florida Statutes and Monroe County Code. The Contractor is to submit to the Owner invoices with supporting documentation that are acceptable to the 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. The Owner is exempt from sales and use taxes. A copy of the tax exemption certificate will be provided by the Owner upon request. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when the Contract has been fully performed by the Contractor and the work has been accepted by the Owner. VII. E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. Pursuant to Section 448.095: A) A public agency, Bidder, or subcontractor who has a good faith belief that a person or an entity with which it is contracting has knowingly violated Subsection 448.09(1) shall terminate the contract with the person or entity. B) A public agency that has a good faith belief that a subcontractor knowingly violated this subsection, but the Bidder otherwise complied with this subsection, shall promptly notify the Bidder and order the Bidder to immediately terminate the contract with the subcontractor. C) A contract terminated under this paragraph is not a breach of contract and may not be considered as such. If a public agency terminates a contract with a Bidder under this paragraph, the Bidder may not be awarded a public contract for at least 1 year after the date on which the contract was terminated. A Bidder is liable for any additional costs incurred by a public agency as a result of the termination of a contract." Vill. NOTICE REQUIREMENT Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, postage prepaid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: For Contractor: Marathon Electric Sign & Light, Incorporated 10690 Aviation Boulevard Marathon, Florida 33050 305-743-5805 For Owner: Director of Facilities and Project Management 1100 Simonton St., Room 2-216 Key West, Florida 33040 County Attorney Assistant County Administrator, PW & E 1111 12th Street, Suite 408 1100 Simonton Street Key West, Florida 33040 Key West, Florida 33040 IX. UNCONTROLLABLE CIRCUMSTANCE. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project; (each, a "Uncontrollable Circumstance"). Contractor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Page 16 of 33 Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek additional time at no cost to the County as the Owner's Representative may determine. The Contractor may only seek a no cost Change Order for such reasonable time as the Owner's Representative may determine. X. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of Article II concerning termination or cancellation. Page 17 of 33 PROPOSALFORM PROPOSALTO: Monroe County Department of Facilities and Project Management 1100 Simonton Street, Room 2-216 Key West, Florida 33040 PROPOSALFROM: MARATHON ELECTRIC SIGN & LIGH"" !NG. i 0690 Avintiol � E?"IVU. ara1Jrr'JUT4 -T'L--ZZUUV The undersigned, having carefully examined the Work and reference Drawings, Specifications, Proposal, and Addenda thereto and other Contract Documents for the construction of: MURRAY NELSON MARQUEE REPLACEMENT and having carefully examined the site where the Work is to be performed, having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself/herself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the Work, does hereby propose to furnish all labor, mechanics, superintendents, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said Work and work incidental hereto, in a workman-like manner, in conformance with said Drawings, Specifications, and other Contract Documents including Addenda issued thereto. The undersigned further certifies that he/she has personally inspected the actual location of where the Work is to be performed, together with the local sources of supply and that he/she understands the conditions under which the Work is to be performed. The proposer shall assume the risk of any and all costs and delays arising from the existence of any subsurface or other latent physical condition which could be reasonably anticipated by reference to documentary information provided and made available, and from inspection and examination of the site. The undersigned agrees to commence performance of this Project within ten (10) calendar days after the date of issuance to the undersigned by Owner of the Purchase Order. Once commenced, undersigned shall diligently continue performance until completion of the Project. The undersigned shall accomplish Substantial Completion of the Project within Ninety (90) calendar days. The undersigned shall accomplish Final Completion of the Project within Thirty (30) calendar days thereafter. The Base Proposal shall be furnished below in words and numbers. If there is an inconsistency between the two, the Proposal in words shall control. pa e 18 o 33 Sixty-One Thousand Six Hundred Eighty-Five and 00/100 Dollars (Total Base Proposal- words) $ 61,685.00 Dollars (Total Base Proposal — numbers) Page 19 of 33 In addition, the Proposer states that he/she has included a certified copy of Contractor's License, Monroe County Business Tax Receipt, and Certificate of Liability showing the minimum insurance requirements for this project. Execution by the Contractor must be by a person with authority to bind the entity. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, as follows: Contractor: MARA7TTUN-Mailing Address: SIG ELECTRICN & LIG, HI INIC: 10690 Aviation'BI . Marathon, 96 8,8050 Phone Number: _3o t-5-- —;,413 - 5,8 Q tr E1N.: V -3 f"e- c Email: 10A44 47 6? Date: a Signed: f<Ye4�rJDA r- (Name) 4?eie�51 De., Yll (Title) Contractor's Witness signature: ro Witness name: 4�,V. t— Date: 0,: The County accepts the above proposal: MONROE COUNTY, FLORIDA y Digitally signed by Christine Hurley Christine Hurle Date:2026.04.16 15:25:09-04'00' Date: By: County Administrator or designee MONROC COUNI'YATIOANEY'SOFME APPROVED AS TO FORM AW.WrANT-GOUNTY All ORNEN DATE 3=17=2026-- Nw)e 20 of33 NON-COLLUSION AFFIDAVIT 1 ;?74A),Dfi of the city --- according to law on my oath, and under penalty of perjury, depose and say that: 1 1 am of the firm of/ A4,*AEY4 7-X4-,AJ �-&C--c4cP c. the proposer making the Proposal for the project described in the notice for calling for proposals for: A L/ Li e'25 � 41,41 and that I ex6cu"ted the said proposal with full authority to do so I 2. The prices in this proposal 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 proposer or with any competitor; and 1 Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor; and 4. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit, a proposal for the purpose of restricting competition; and 5. The statements contained in this affidavit are true and correct, and made with full knowledge of said project. (Signature of Proposer) (Date) STATE OF: 6 COUNTY OF: A4 C: "Ll'e-a G., Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on (date) b Lel (name of affiant). He/She is C l;ersib' nally knovJi to me or has produced .......... (We`o i entiiication) as identification. Notary Public State of Florid TARP PUBLIC David M momaly My C-rTlfnission (SEAL =1 koo "265120 My commission expires:_ Exp. 5/1512026 13av-e 21 of 33 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE MARATHON ELECTRIC 41 SIGN & LIGHT, INC. 10690 A�Gah@fi Marathon, FL, 2050 warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of 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 contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee". (Signature) Date STATE OF: 1!�Llz-1014 COUNTY OF: l � , Subscribed and sworn to (or affirmed) before me, by means of ;;physical presence or El online notarization, on (date)Lz by (name of affiant). He/She is -(pers-o really"kn6w, jo me or has produced —V6 of identification) as identification. 1-- C>U,k,>�D C::w NOTARY PUBLIC (SEAL) h,�ntiry Pubhc 9t8iP Florida f My commission expires:jo I I I o David M Momaly any ornmission 26,,20 EXP SM5�2026 Pav)e 22 of 33 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute Section 287.087 hereby certifies that: MACklWCyj (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations, 3. Gives each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. -<-zDya Proposer's Signature a Date STATE OF: K�Irl >11 C 0 U N T Y OF: Alb 0/e�a I Subscribed and sworn to (or a' irmed) before me, by means ofFphysical presence or 0 online otanzation, on (date) by (name of affiant). He/S I's personally nown to me or has produced (type of i &h'tifi 6666)'as" identification.A NO,WY P,blic state of 1 rid [aV1d M MOM31y HG,MM120 0r NOTARY PUBLIC (SEAL 101 E'Xp. 50512026 My commission expires: Page 23 ot'33 LOCAL PREFERENCE FORM A. Vendors claiming a local preference according to Ordinance 023-2009, as amended by Ordinance No. 004-2015 and L025�- 015, must,com lete this form. Name of Bidder/Responder 7212j1C Date: '-3/1,410 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one (1) year prior to the notice of request for bids or proposals? % (Please furnish copy.) 2. Does the veJdor have a physical business address located within Monroe County from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or services being offered to Monroe County? - e'`�" (The physical business address must be registered as its principal place business with the Florida Department of State for at least one (1) year prior to the notice of request for bid or proposal.) (--> List Address: /o 6�, AV 14 4�-t� L!5CU.1D Telephone Number: 7ei QN, 3. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services or construction to local businesses meeting the criteria above as to licensing and location? If yes, please provide: A. Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one (1) year prior to the notice or request for bid or proposal. B. Subcontractor's physical business address within Monroe County from which the subcontractor operates: (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one (1) year prior to the notice of request for bids or proposals) Telephone Number: Address: Print Name: Signature and Title of Authorized Signatory for Bidder/Responder: STATE OF: c j b/I COUNTY OF: �QC Subscribed and sworn to (or affirmed) before me, by means of physical presence or 0 online notarization, on 31/0�"`,L (date) (name of affiant). He/She is "" nally��kn,!i�rp to me or has produced t identification) as identification. otar,Public ta Or Florida I N avid or, ly )Olt, yLammisskon H 2651 OTARY PUBLIC (SEA My commission expires! Pa Ye 24 o 33 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I hay,t read the abo 7e and state that neither e l (Proposer's name) nor any _IA2� Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. mm (Signature) Date: 3 STATE OF: e1-I.-YL COUNTY OF: A) 6- Subscribed and sworn to (or affirmed) before me, by means of hysical presence or 0 online notarization, on (date) by (name of affiant). He/She is known 6personally own 4o me or has produced (type of identification) as identification. Notary Public State of Horii TARY PUBLIC A David M Momaly MM 010 %Comrnission (SEAL) fill= H 265120 My commission expires: xp, 5/15/2026 E VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Respondent Vendor Vendor FEIN: Vendor's Authorized Re i Name and Title: eXA-1t5.41/ City: State'. Phone Number Email Address: � .��c�� .Section 287.135. Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing e contract for goods or services of any amount if, at the time of contracting or nanewa|, the company is on the Scrutinized Companies that Boycott Israel Liet, created pursuant to Section 215.4725, Florida Stetutso, or is engaged in a Boycott ofIsrael, Section 287.136. Florida Statutes, also prohibits a company from bidding on, submitting oproposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors Lists which were created pursuant to Section 215473, Florida Statutes, oria engaged in business operations in Cuba orSyria, As the person authorized to sign on behalf of Respondent, | hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projectsof$1.00Q.OQQ or more is not listed on either the Scrutinized Companies with Activities in Sudan List. the Scrutinized Companies with Activities in the Iran Terrorism Sectors List. or engaged in business operations in Cuba mrSyria. | understand that pursuant to Section 287.135. Florida Statutem, the submission of a false certification may subject company to civil penaltiea, attorney'a fema, and/or costs. | further understand that any contract with the County may be terminated, at the option of the County, if the company im found to have submitted a false certification or has been placed unthe Scrutinized Companies that Boycott |ensm| List urengaged in e boycott ofIsrael or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List or been engaged in business operations in Cuba or Syria, authorized ho sign on behalf of the above referenced company. Authorized Signature: Print Name: Title:— Note: The List are available at the following Department of Management Services Site: Il 6 o�� AFFIDAVITATTESTINGTO NONCOERCIVE CONDUCT FOR LABOR OR, SERVI(TS Exitity/Vendor Name.- ... � �.._ . .. ._. -.... .._ . :. _ ... Vendor F I Vendor's authorized Representativc (Narrae and Tide) Address:, 90 City-__.... .__.w _ 'a � � _ _µState:_ ._. ..Zip: 33LO �"_, Phone Number � � � r� � r c _� ._ h?rnail cldNc,ss. �) < , As a non-governmental entity executing, renewing, or extending; a contract. with a government entity, Vendor is required to provide an aaf"fidaVit. under penalty of perjury attesting that:Vendor clues not rase coercion Ior labor or services in accordance with Section 7 7.ffb, Florida Statutes. .As defined in `section 7 7.06(2)(a), coercion paeans: 1,. Using or threatening, to use physical force against, any person, I restraining,isolating„or confining or threatingr to restrain, isolate,or confine any person withcacat lawful authority and against her or his will, :3. I.lsing, lending; or other credit methods to establish a debt by any person when labor or services are pledged as as security for the debt, if the WdUe ofthe labor or services as reasonably assessed is notapplied towardthe liquidation o'the debt, the length and nature of the labor or service are not respectively hrnited and defined; 4" Destroying, concealing;, removing, confiscating, withholding, or possessing; any actual or purpearted passport, visa, or other irnnaigrat.ion dcacunnent, or any rather, actual or purported government identification document, ofany person; . Causing or threatening to cause financial harm to any person, b, E.nticing 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'per'jury thatVendor does not use coercion for labor or services in accordance; with Section 7 7.06. lAdditionally,Vendorhas reviewed Section 7 7.06, I'loridar Statutes, and agrees to abide by 4Fb%M.e. d a Certified 1:3 `✓y,' — 7^~ fir who is aUthorized to sign on be.h4 tie above,referenced company. Authorized Signature Print.Name: pia le 27 of I INSURANCE REQUIREMENTS AND FORMS MONROE County, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES General Insurance Requirements For Other Contractors, Subcontractors and Professional Services As a pre-requisite of the work and services governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. Alternatively, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. 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 deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor will be held responsible for all deductibles and self-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. Page 28 of 33 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. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 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. Page 29 of 33 PROPOSER'S INSURANCE AND INDEMNIFICATION STATEMENT INSURANCE REQUIREMENTS Workers' Compensation Statutory Limits Employers' Liability $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease each employee General Liability $500,000 Combined Single Limit Vehicle $200,000 per Person (Owned, non-owned, and hired vehicles) $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners shall be named as Additional Insured on General Liability and Vehicle policies. INDEMNIFICATION, HOLD HARMLESS and DEFENSE. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). The monetary limitation of liability under this contract shall Page 30 of 33 be not less than $1 million per occurrence pursuant to Section 725,06, Florida Statutes. 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf, The first ten dollars ($10,00) of remuneration paid to the Contractor is for the indemnification provided for the above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement, PROPOSERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all of the requirements herein. I fully accept the indemnification and hold harmless and duty to defend as set out in this proposal. MARATHON ELEC`TRIC' PR rA,Viation F-31VO, Signature Marat�,mn, FL. 33050 Pa�-le 31 oil 33 INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the proposer named above, The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES CAL - #LSIC1 1 001 1 1 899-00 $ 2,500 ded AUTO - 977860061 0 ded on Liability/ $ 500 on comp &call WC- SVWCF3446892026 0 ded Liability policies are X Occurrence Claims Made Insurance Office Of America � Insurance Agency Signature I a ,e 32 of'33 -'� MARAELE-02 DORSEYRI .�►CORv°° CERTIFICATE OF LIABILITY INSURANCE DAT4/612 2YYYY) �►�--''' /6/2026 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 Elizabeth Gonzalez NAME: Insurance Office of America PHONE 407 998-5482 15482 FAX 321 214-6448 13361 Overseas Highway (A/C,No,Ext):( ) (A/C,No):( ) Marathon,FL 3305 E-MAIL Elizabeth.Gonzalez@ioausa.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:LIO Specialty Insurance Company 17346 INSURED INSURER B:Progressive Express Insurance Company 10193 Marathon Electric Sign&Light,Inc. INSURER C:Silver Oak Casualty,Inc. 26869 10690 Aviation Blvd. INSURER D: Marathon,FL 33050 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X LSIC1100111899-00 2/24/2026 2/24/2027 DAMAGETORENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO X X 977860061 2/24/2026 2/24/2027 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY A T Per accident $ K 9"d..-..._ UMBRELLA LIAB OCCUR DA,,I„ Y4. L6 EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE 1Fd"N+i wK_ AGGREGATE $ DED I I RETENTION$ $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY SVWCFL3446892026 1/12/2026 1/12/2027 STATUTE I I ER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is additional insured with respect to General Liability for ongoing&completed ops per forms CG 20 10 12 19&CG 20 37 12 19 on a primary and non-contributory basis per form CG 20 01 04 13 when required by written contract.Waiver of subrogation applies with respect to General Liability when required by written contract per form LSIC-IL-1055 11 23. Certificate Holder is additional insured with respect to Auto Liability when required by written contract per form 23 66 02 11.Waiver of subrogation applies with respect to Auto Liability,when required by written contract,per form 23 67 06 10. 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. AUTHORIZED REPRESENTATIVE MONROE COUNTY BOCC 1100 SIMONTON STREET KEY WEST FL 33040 ACORD 25(2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:LSIC1100111899-00 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations When required underwritten contract and fully All executed prior to an 'occurrence". Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage" occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III — Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s), if applicable: Section IV - Conditions, Paragraph 8. Transfer of Rights of Recovery Against Others to Us is amended by adding the following: 1. We waive any right of recovery we may have against any person(s) or organization(s) because of any payment we make under this Policy for injury or damage arising out of"your product' and/or"your work", to whom the Insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the Insured has waived its right of recovery by a signed, fully executed contract prior to the "occurrence" against such person(s) or organization(s). 2. We waive any right of recovery we may have against any person(s) or organization(s) listed in the Schedule above because of any payment we make under this Policy for injury or damage arising out of"your product' and/or"your work", to whom the Insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the Insured has waived its right of recovery by a signed, fully executed contract prior to the "occurrence" against such person(s)or organization(s). All other terms and conditions of the Policy remain unchanged. LSIC-IL-1055 11 23 Includes copyrighted material of Insurance Services Page 1 of 1 Office, Inc., with its permission. POLICY NUMBER:LSIC1100111899-00 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations When required underwritten contract and fully All executed prior to an "occurrence". Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 \`10 , ll�Ciii1,II ,CI'i..,I1IFV �"(,_'rldP0V.'�;;SN)TliJ, II1J11�.t,IiIASiiC',l6I"t.}IIAJ ^wr1\'✓NA'P� II1r).11 ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: PRI Enterprises Contract# Effective Date: Upon Execution Expiration Date: Upon Execution Contract Purpose/Description: This Agreement provides for the purchase and installation of furniture with Prison Rehabilitative Industries and Diversified Enterprises Inc. PRI Enterprises for the County Attorney's Office. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Abra Campo 3471 campo-abra@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 57,280.72 Current Year Portion: $ 57,280.72 (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: $ NSA County Match: $ WA Fund/Cost Center/Spend Category: 001-67501-530520-00083 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑ NO 0 CONTRACT REVIEW Reviewer Robert B.Shillin er,Jr. pege�'2Qly 2FQ4426193153B-On'9ef" Department/Office Director/ Signature: g Assistant Director Robert B. Shillin er, Jr, Digitally signed by Robert B.Shillinger,Jr. County Attorney Signature: 9 Date:2026.04.26 19:32:09-04'00' Gaelan P Jones Digitally signed by Gaelan P Jones Risk Management Signature: Date:2026.04.27 09:13:46-04'00' Julie E. Cuneo Digitally signed by Julie E.Cuneo Purchasing Signature: Data:2026.04.27 12:54:44-04'00' (email contracts(amomroecount)'-fl.gov) Angelica Malcosky Digitally 026.04.27 Angelica04'00'ky OMB Signature: Date:2026.04.27 13:46:06-04'00' (email OMB a)monroecounty-fl.gov) Comments: No insurance required under DMS contract, contractor has sovereign immunity as DOC instrumentality Revised BOCC 11/12/2025 p6r,isci1 V P12/ 02 5 91 a yr, PRI Enterprises Customer Application Please complete, sign,and submit this P 0 Box 4480 form to IPIR Accounting:: Brandon, FIL 33509 Customer and Contact Information (complete all fields below) ........... Company Narne:: Monroe County (Attorney's Office):::::] Accounts Payable's Name:: Abra Campo ............................................................................................................................................................................................................................................................................. ]................................................................................... ............................................................................ Billing Address: 1 1 1 1 1 2 t h Street, Suite 408 "Feleplione: 305-292-3 305-292-3516 .. ... ... ... ... ............... ....................................................................................... .......................................................................................................................................................................................................................................................................................................................................................... .�rnail: campo-abra@monroecounty-fl.gov Key West ..................... State: ILI Zip: 33040 E I................................................................................................ ............................................................................................................................................................................................................................................................................................................................................... City.,J� I.................................. l:)rimary Purchasers Narne::Shipping Address: 530 Whitehead Street Abra Campo I................................................................................... ............................................................... ........................................................................................................................................................................ City: Key West State: A13: 33040............................................. 3 64 0...................................................... 1:::�m a i I C@_monroecounty-fl.qov ................................ ........... .................................................... .............................................................................................................................................. ........ .......... J ............................................................................................................................................................................. Customer Type(select the type that best describes your company/agency) 0 :�Oir-Prc)fit Local/City(]overnment OStrafe Government 0 DC F.:nrtployee 0 Not-for l3rofit 0 County Government 01 ederal Government PRII F.:ifrlployee 0 FyIpe of 1:3usiness: Business Identiflcation (If exempt,provide us with a copy of your company's State Sales Tax Certificate with this application to avoid delays) No,: 59-6000749 State Sales lax H. No.: 85-8013825294C-7 Purchasing Details Are purdiase orders required? No Is this for resaie',`(if yes,provide DR 1.3 Certificate)Yes Yes No W11 payments The made with Visa or VastercCard? Des 00 No If for resale,will you be selling outside of I::1orida? 0 Yes INo References trade Reference: Contact Narne: telephone:. Address:: city: State:: zilp: Account No.: reruns: Contact ::.::irnail Address:! Trade Reference: Contact Narne: Telephone: Address: city: State: Zip: Account No.: rerrns:: Contact E.:.maH Address:: l'�,ade Reference: Contact Narne: Teleplione: Address: City: State: zip: Account No.: reruns: Contact E.::irnaH Address:: Bank Reference: Contact Narne: Felelalione: Address:: city: State: Zip: Account N urn ber(Required): My signature below authorizes the above bank to release to PRI Enterprises the information necessary to evaluate our application for credit purposes. Payment is due 30 days from invoice date.In the event of default by Customer, Customer agrees to pay for all PRI Enterprises'expenses in collecting or otherwise enforcing the sums due under this Credit Application, including reasonable attorney's fees. In addition,the undersigned consents to jurisdiction and venue for ount Florida. Countv Administrator any enforcement actionteqmmt�c Hurle y Authorized Signature: Chris.tine urley Print Name/Title: Christine- " ' Hurley Date: ...................................................................................9i;§ ........................... .................................................................................................................. .................................................................................... +For credit card holders,please conta rg f Requests for credit limits over$2,000 require three(3)trade and one(1)bank reference. intemal use only. Credit Arnount Requested:: Requested loy:: Alplaroved By: Revised 02-2026 III114 IFS A C"r r IH Irk 0 U G IH III IN ID u s"r iR Y www.priflorida.org Corporate Mailing Address Brandon, R ; ,"v09 Monroe County acknowledges and certifies that the products manufactured by Prison Rehabilitative Industries and Diversified Enterprises, Inc. d/b/a PRI Enterprises and purchased by Monroe County(Attorney's Offices will be re-sold and/or consumed only within the state of Florida. Monroe County has been notified of Section (a) of Title 18 U.S.C. 1761 and understands the circumstances surrounding the transportation of goods purchased from PRI Enterprises that would trigger the Federal PIECP Statute, i.e. inmate produced goods entering interstate commerce, and the possible criminal consequences of non-compliance with the same Statute. Monroe County will make PRI Enterprises aware of these circumstances on purchase orders if the products purchased from PRI Enterprises will or do enter into interstate commerce through original sale or possible resale. Monroe County understands that products produced by PRI Enterprises under the Federal PIECP Statute and entering into Interstate Commerce will have a different costing structure as required by the Federal PIECP Statute. Section (a) of Title 18 U.S.C. 1761 states: a) Whoever knowingly transports in interstate commerce or from any foreign country into the United States any goods, wares, or merchandise manufactured, produced, or mined,wholly or in part by convicts or prisoners, except convicts or prisoners on parole, supervised release, or probation, or in any penal or reformatory institution, shall be fined under this title or imprisoned not more than two years, or both. b) This chapter shall not apply to agricultural commodities or parts for the repair of farm machinery, nor to commodities manufactured in a Federal, District of Columbia, or State institution for use by the Federal Government, or by the District of Columbia, or by any State or Political subdivision of a State or not-for-profit organizations. c) In addition to the exceptions set forth in subsection (b) of this section,this chapter shall not apply to goods,wares, or merchandise manufactured, produced, or mined by convicts or prisoners who- 1) Are participating in—one of not more than 50 prison work pilot projects designated by the Director of the Bureau of Justice Assistance; 2) have, in connection with such work, received wages at a rate which is not less than that paid for work of a similar nature in the locality in which the work was performed, except that such wages may be subject to deductions which shall not, in the aggregate, exceed 80 per centum of gross wages, and shall be limited as follows: Taxes(Federal,State, local); a) Reasonable charges for room and board, as determined by regulations issued by the chief State correctional officer, in the case of a State prisoner; b) Allocations for support of family pursuant to State statute, court order, or agreement by the offender; c) contributions to any fund established by law to compensate the victims of crime of not more than 20 per centum but not less than 5 per centum of gross wages; IMPACT THROUGH INDUSTRY pritlo jdo.or d) have not solely by their status as offenders, been depi1ved of the right to particijpate liri benefits made avallable by the Federal or State Government to other 4idivWuals on the basis of th6r employment, such as workmen's compensadon. l lowever, such convicts or Irari.soners shall not be qualffied to ireceiive any payments for unernployrnent cornpensadoin w1hfle incarcerated, notwithstan&ng any other provision of the llaw to the contrary; and e) 11 iave participated iiIrl such employment voluntarily and Ihave agreed in advance to the specik deductions made firoirn gross wages pursuant to this secflon, and alll other financiall arraingernents as a iresullt of participath::)n hn such eirriployrnent. f) 11 Ns section slhaI1 not apply to goods, wares, or nnerchandise manufactured, produced, mined or assembled lby coinviicts or prisoners who are joarflcipating in any Ipiilot jproUect approved lby the F1:1 (Board of [)irectors, which are currently, or woulld otherwise loe, manufactured, Iprodu.uced, rnined, or assembled outside the Lhnfted States., g) Il oir t1he purposes of this section, the teirm "State" means a State of the United States and any coirnirnonwealth,territory, oir josselssik:)n of t1he United States. Monroe County Company Name Christine Hurley, County Administrator Printed Name and Title Digitally signed by Christine Christine Hurley Hurle Date:2026.04.28 y 15:22:34-04'00' Authorized Signature Date MONROE COUNTY ATTORNEY APPROVED AS TO FORM CHR STINE LIMBERT-BARROWS SIR ASSISTANT COUNTY ATTORNEY DATE:4123126- IMPACT THROUGH INDUSTRY ,,Nww,prjflolJda.org Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after"County'') and Prison Rehabilitative Industries and Diversified Enterprises Inc./PRI Enterprises (herein after"Contractor") agree as set forth below. The County and Contractor hereby enter into this addendum to modify Quote#MCSA260004A offered by CONTRACTOR for the good or services to be provided (herein after referred to as*'Agreement'') and agree to the following: This Agreement includes and incorporates the Contractor's Quote ( MCSA260004A) and Terms and Conditions under the Memorandum of Agreement Between the Florida Department of Management Services,Division of State Purchasing and Prison Rehabilitative Industries and Diversified Enterprises,Inc. (Agreement 94131608-26-MOA) and Amendment No. 1 as applicable and this Addendum. 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to a not to exceed amount of$100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Monroe County Code Sec. 2-58,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed$100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 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 for work performed 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 for work performed prior to termination, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. 1 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, 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 16r' 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 I of the Constitution of Florida.The County and Contractor shall allow and permit reasonable access to,and inspection of,all documents,records,papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision 2 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. 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 Honicland Security's GVerify 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 3 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 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 I 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(l),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. 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 4 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, 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 has 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 aproposal 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. 5 Note: 1f`he J.ist are available at the following Department ofManagernent Services h1!R:-//NvwxN My lJol'It.com/b LISi 1)forni ati on/con v i c ted sus pen&d _chi s- vejidor 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 oil befiall"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 itt.11.110Fity to do so; the prices in this bid have been arrived at independently without,collusion, Coll sit Itat ion, C011111011nication or agreement for the purpose of restricting competition, as to any matter relating to such price, 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 cornpetitor; 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:- CONTRAC,TOR is required to provide an affidavit under penalty of perjury attesting that CONTRACT(* does not use Coercion for labor or services ill accordance with Section 787,06, Florida Statutes, As defined in Section 787.06(2)(a), coercion means: I. 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 arc pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation ofthe debt, the length and nature of the labor or set-vice are not respectively limited all(] defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual 01'purported passport, visa, or other inirnigration dOCUrnent, or any other actual or Purported government identification document, ofany person, S. Causing or threating to cause I mancial harm to any peIson, 6. f:;lltiCfilg Or h.11-ing any person by fraud or deceit; or T Providing a controlled substance as Outlined in Schedule I ot-SchedUIC II ot'Section 893.03 to any person for the purpose of exploitation of that person. As a person I authorized to sign oil I certify under penalties of I-.)CljLll-y that: CONTRA( TOR 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. cont for r',I I*Waftire ; Title o MONROE COUNTY ATTORNEY APPROVED AS TO FORM 6 CHRISTINE LIMBERT-BARROWS SR ASSISTANT COUNTY ATTORNEY OATS:_4/��3 NJ w'.0 w;u 11 ,1 uUP,� F Y C'.0 /tl"i it I IJK( S 111 l II10)Ji V. NJ 1' ➢_ ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Sport Surfaces Contract# Effective Date: Upon Execution Expiration Date: Contract Purpose/Description: Resurfacing of(1) basketball court 75'x 116' located at Bernstein Park, 6751 5th Street, Key West, FL 33040 Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Tammy Acevedo 8776 acevedo-tammy@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 16,900.00 Current Year Portion: $ 16,900.00 (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: $ County Match: $ Fund/Cost Center/Spend Category: CC_20503-SC_00038 ADDITIONAL COSTS Estimated Ongoing Costs: $ /vr For: (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: John Allen Da i026042`3,a0313e 00 Assistant Director Ana Walter Digitally signedby Ana Walter County Attorney Signature: Date:N26.04.2314:09:09-04'00' Risk Management Signature: Digitally signed by Lisa Abreu L sa Are Date 2026.04.2413:14:15 Purchasing Signature: -04'00' (email contracts@monroecounty-fl.gov) Digitally signed by Angelica Angelica Malcosky Valcosky OMB Signature: Date:2026.04.24 14:33:02-04'00' (email OMB a monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Pc kcd I I d ' 0 r� 9l J" ^, Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after'County) and Sport Surfaces LLC (herein after"Contractor")agree as set forth below. The County and Contractor hereby enter into this addendum to Quote dated April 13,2026 offered by CONTRACTOR for the Resurfacing of 1 Basketball Court located at Bernstein Park,67515',Key West,FL 33040. This Agreement includes and incorporates the Contractor's Quote,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 Agreeinebt 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to not to exceed amount of $100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Monroe County Code Sec. 2-58,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed$100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 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 for work performed 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 for work performed 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 1 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, 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 I Wh 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. Effective January 1,2027, in accordance with F.S. 287.139,As a condition precedent to any award of a contract or grant by the County, the Contractor hereby certifies that the Contractor does not and will not use county funds in requiring its employees, contractors, volunteers, vendors, or agents to ascribe to, study, or be instructed using materials relating to diversity, equity, and inclusion as defined in F.S. 125.595(1). Public Records Compliance: Contractor must comply with Florida public records laws,including but not limited to Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida.The County and Contractor shall allow and perm it 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, 2 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. 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 L-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 Hot eland Securilty's L-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. 3 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 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(l),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 term of this Agreement or any earlier termination of this Agreement. Insurance: At all times 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 4 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 Commissioners as Additional Insured. The minimum limits acceptable are: $100,0005500,0005100,000 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. • General liability: $300,000 Combined Single Limit • Vehicle liability: $50,000 per Person: $100,000 per Occurrence $25,000 Property Damage • or $100,000 Combined Single Limit • Monroe County must be listed as additional insured on General and Auto liability and the certificate holder should be Monroe County BOCC. 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 an Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of 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 managementna monroecounty-fl.gov. 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 5 or public work, may not submit bids, proposals or reply's 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, 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 has 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. 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. 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. 6 Note: The List are available at the following Department of Management Services Site. ... �. —[Inaw��; r:�/ to L_,iug!vh�sitq v ,� i� ....s�-ufortnati�:;�/�:.��wnvictc af, a �fl;;� r'i��s -. augr a �, i�� , �.v. 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 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 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 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. Contract fj/ Signature CEO Title 4/21/2026 Date 7 From: Sandra To: Acevedo-Tammy Subject: Fw: CONTRACT TO BE SIGNED Date: Tuesday,April 21,2026 6:32:40 PM Attachments: image001.pna Outlook-email loan Outlook-email loan 2-Monroe County Addendum 2026(General).Ddf CAUTION:This email originated from outside of the County. Whether you know the sender or not, do not click links or open attachments you were not expecting. See attached Regards, Scidry Ka4pew Sport Surfaces LLC 7011 Wilson Road West Palm Beach, FL 33413 Phone 561-964-2001 Cell: 561-860-3321 email logo www.SportSurfaces.com About Sport Surfaces: SSI is One of the largest builders of Tennis, Basketball and Bocce Ball Courts In Florida SSI Achieving the highest industry standards SSI where technology meets old world quality This message may or may not contain confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ............ From: Erica Poveda <Erica@sportsurfaces.com> Sent:Tuesday, April 21, 2026 6:18 PM To: Sandra <Sandra@sportsurfaces.com>; Sales <sales@sportsurfaces.com> Subject: Re: CONTRACT TO BE SIGNED Hello Sandra, have attached the signed document. Erica Poveda ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ............ From: Sandra <Sandra@sportsurfaces.com> Sent:Tuesday, April 21, 2026 5:07 PM To: Erica Poveda <Erica@sportsurfaces.com>; Sales<sales@sportsurfaces.com> Subject: CONTRACT TO BE SIGNED Paul this needs a wet signature. I don't have a scanner that scans multiple docs. Can you please sign, scan as 1 doc and email back to me? Thankyou Regards, Savi,dy Kcaspe - Sport Surfaces LLC 7011 Wilson Road West Palm Beach, FL 33413 Phone 561-964-2001 Cell: 561-860-3321 email logo ig www.SportSurfaces.com About Sport Surfaces: SSI is One of the largest builders of Tennis, Basketball and Bocce Ball Courts In Florida SSI Achieving the highest industry standards SSI where technology meets old world quality This message may or may not contain confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ............ From: Acevedo-Tammy<Acevedo-Tammy@ mon roecou nty-fl.gov> Sent:Tuesday, April 21, 2026 2:27 PM To: Sandra <Sandra@sportsurfaces.com> Cc:Allen-John <Allen-John@ Mon roeCounty-FL.Gov>; Nodal-Eril<a <Nodal-Erika@MonroeCounty- FL.Gov>; Gigliot-Adja <Gigliot-Adja@MonroeCounty-Fl.gov> Subject: Monroe County Addendum Sandra, please find the Monroe County Terms and Conditions Addendum attached for your signature. If you can get that back to me soon, I'll finalize the paperwork and send over the purchase order so you can get started.Thanks. 7'ammy -Acevedo Budget& Contract Specialist Monroe County Parks & Beaches 102050 Overseas Hwy., Suite 209 Key Largo, FL 33037 Stop#26 Office: 305-453-8776 Cell: 305-783-8331 Ac y _...... Jr .ir�rl.Y. ..lr�.�n_o.n it o e c o_�:g_Ir ire loy, Il::xl��lbire, II::irneirg ize a w.w... . . . .s . . . . . .._ err . Logo PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. 7011 Wilson Rd. S , IWest Palm Beach FI. 33413 �DOOPSL!aa " 561-964-2001 � Fax: 561-964-5009 www.sportsurfaces.com PROPOSAL/AGREEMENT April 13th 2026 CUSTOMER Monroe County Bernstein 6751 5th Street Stock Island FL 33040 Agreement made between Sports Surfaces LLC. hereinafter called the Contractor and Monroe County called the Customer for resurfacing of(1) basketball court with respect to the following terms and specifications: COURT PREPARATION: Court Size:75'x 116' The Contractor will pressure clean and power blow court(s)as necessary to remove loose dirt,mildew and oil. The Contractor will patch depressions greater than 1/16" after 1 hour drying time in sunlight, grind down any ridges as necessary.Depressions are low spots that hold water on the court.Up to 15 gallons of patching material included. Accurate measurement of low areas can only be done during flooding of courts. If additional patching is needed it will be billed through change order at S 475.00/5 gallons. The Contractor will fill open cracks with crack filler.Hairline cracks cannot be filled and will return fairly quickly. will patch new asphalt areas with court patch binder to level with rest of court surface.5 gallons for patching of root repair. Note:court must have a minimum of 1%slope in one plane in order to guarantee removal of water. SURFACING OF BASKETBALL COURTS) The Contractor will apply(2)Coat of Acrylic Resurfacer over entire court area to fill voids and provide smooth surface. The Contractor will apply (2) Coats of Acrylic Color Concentrate (two-tone), To provide in depth color over court surface. Laykold or approved equal. Color Choice (Colors may be selected by visiting htti)s://si)ortsurfaces.com/design/surface-color-selector/The Contractor will accurately locate,mark, and paint two inch wide playing lines in accordance with regulations using white textured heavy bodied acrylic latex paint. The Contractor will remove waste off site. ADDITIONAL GAME LINES The Contractor will add lines for(2)Four Square Games.One within each key area. FEE The Contractor agrees to provide tools,materials,labor,supervision and insurance to complete the above work for a sum of ****SIXTEEN THOUSAND NINE HUNDRED(S 16,900.00))**** MONROE CO(NtY ATTORNEY tt ASSISTANT OQUWY AT" Christine Digitally signed by DATE; „4/23/2026 Christine Hurley Date 2026.04.28 With Monroe County Addendum Hurley15:32: 6-04'00' 15:32:56-04'00' Una. cr, 0.14 mpi'T,.lSM WLSm =v.. , "IEF.I I S C_'K 1_ =B L, _ ,^ I P ET' L_ . > . "C>III ,L.1l -ILSCOC.'C;ER AGREEMENT WORK TO BE PERFORMED CUSTOMER Resurfacing of Basketball Court Monroe County 67515th St. Bernstein Park Stock Island, FL Acevedo-Tammy@monroecounty-fl.gov Agreement made between All in 1 Courts, LLC company hereinafter called the Contractor and Monroe County hereinafter called the Customer for the resurfacing of(1) basketball court with respect to the following terms and specifications. Court Preparation • Court Size: 115'x75' • The Contractor will patch puddles within 1/8 of an inch. • Patch major area and rough asphalt. Surfacing The Contractor will surface the courts as follows: 1) Two (2) Coat(s) Acrylic Resurfacer Laykold 2) Two(2) Coat(s) Laykold Acrylic Paint (Customer choice of standard colors). 3) The Contractor will paint two-inch white playing lines for basketball. Fee The Contractor agrees to provide tools, materials, labor, supervision, and insurance to complete the above work for the sum of$22,850.00 All prices are in US dollars. The fee is subject to review if not accepted within (30)days. This proposal is dated April 14, 2026. Provisions • First Payment: The Customer agrees to a first payment of 40%for deposit. • Final payment within 10 days of completion. Conditions The Contractor is not responsible for underground that is not marked. Any underground not marked that lead to delays in the project will result in an extra charge to Customer for rental fees,time and materials, and labor hours. The Customer will furnish access to the site for equipment and materials. The Customer agrees to provide a clean water supply and an electrical feed at the job site for construction purposes. Phone, (786) 37 -i 1154 Page 1 of 2 EIrnalik IlliinlCo�,AIr�i:s@yiilhoo.(o :c;irn .mmb.Im...,.,.. Im MA .6 Una. cr, �",M-gym M.T..Ilm"I&WLS�=v , "IEF.I I S C-'KEG— =B L,J— B<>4=C" "C>IIL,L.Il -11— .'C; The Contractor accepts no responsibility for acts by anyone at job site except for those subcontracted or employed by All in 1 Courts, LLC. Guarantee The Contractor guarantees all work against defects in workmanship or materials for a period of(1)year. Contractor cannot guarantee against cracks reflecting through the new surface. The Contractor accepts no responsibility for repairs done by anyone except All in 1 Courts, LLC. Credit If the Customer does not pay as agreed upon,the Contractor shall have the right to file a lien against the real estate for the amount of the work done. No further work shall be accomplished if installment payments are not made at the time specified. In the event it is necessary to employ the services of an attorney to secure payment, as per the terms of this agreement,then the Customer agrees to pay reasonable attorney fees. Interest of 1-1/2%per month will be charged on accounts past due. Accepted By: All in 1 Courts, LLC Duanys Gonzalez, President Date: Date: Phone, (786) 37 -11 154 Page 2 of 2 EIrn�allik IlliinlCo�,AIr�ts@yiilhoo.(o :c;irn F III "A A All in I Courts Construction LLC Alin 1 courts@yahoo.com A .M NO"AMHM AMMMMOVAMME" 13352 SW 122 Ave +1 (786)371-1154 1 C U r RTS Miami, FL 33186 https://allin1courts.com/ �mwLLC Bill to Ship to Tammy Acevedo Tammy Acevedo Monroe County Parks Monroe County Parks Estimate details Estimate no.:1596 Estimate date:04/14/2026 ,4 Product or service Description Qty Rate Amount 1. Basketball Court Resurfacing Bernstein Park 115x75 1 $22,850.00 $22,850.00 Total $22,850.00 Note to customer Please see PDF attached to email for complete project description Accepted date Accepted by 74/20/2026 (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: Abigail Barrette Insurance Office of America PHONE FAX Abacoa Town Center (A/C. A/c No EXt: 561-776-0660 A/c No:561-776-0670 1200 University Blvd, Suite 200 ADDRESS: abigail.barrette@ioausa.com Jupiter FL 33458 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: FCCI Insurance Company 10178 INSURED SPORSUR-01 INSURER B Sport Surfaces LLC 7011 Wilson Road INSURER C: West Palm Beach FL 33413-2234 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:399403390 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 Y GL100104797 00 10/29/2025 10/29/2026 EACH OCCURRENCE $1,000,000 DAMAGE.( RENTED CLAIMS-MADE OCCUR 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 L/'-1 PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y CA10010479900 10/29/2025 10/29/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A UMBRELLALIAB X OCCUR Y Y UMB10010479800 10/29/2025 10/29/2026 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION Y WC0100104800 00 10/29/2025 10/29/2026 X PER oTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE [7] 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 DATE-_........4, DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is Additional Insured with respect to General Liability Ongoing Operations and Products-Completed Operations and is primary and noncontributory when required by written contract per form#FSG084 02 25.Waiver of Subrogation applies with respect to General Liability when required by written contract perform#CG2404 12 19.Certificate Holder is Additional Insured with respect to Auto Liability including Waiver of Subrogation when required by written contract per form#CAU058 10 22.Waiver of Subrogation applies with respect to Workers Compensation when required by written contract per form #WC000313.Certificate Holder is Additional Insured with respect to Excess Liability when required by written contract per form#CX0001 04 13 30 Days'Notice of Cancellation/10 Days Non-Payment of Premium in accordance with the policy provisions Paul Gold is excluded from Worker's Compensation Policy under owner/officer exclusion. 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 Bernstein 6751 5th Street Stock Island FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CAU 003(10 22) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ADVANTAGE COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM NOTE: The following are additions, replacements and amendments to the Business Auto Coverage Form, and will apply unless excluded by separate endorsement(s)to the Business Auto Coverage Form. With respect to coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. The Business Auto Coverage Form is amended as follows: SECTION II —COVERED AUTOS LIABILITY COVERAGE is amended as follows: A. Paragraph 1.Who Is An Insured in section A. Coverage is amended by the addition of the following: d. Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. However, "insured"does not include any subsidiary that is an "insured" under any other liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance. In order for such subsidiaries to be considered insured under this policy, you must notify us of such subsidiaries within 60 days of policy effective date. e. Any organization you newly acquire or form during the policy period, other than a partnership or joint venture, and over which you maintain sole ownership or a majority interest. However, coverage under this provision: (1) Does not apply if the organization you acquire or form is an "insured" under another liability policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limits of insurance; (2) Does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization; and (3) Is afforded only for the first 90 days after you acquire or form the organization or until the end of the policy period, whichever comes first. f. Who Is An Insured is amended to include as an "insured" any person or organization except a person or organization that leases or rents "auto(s)"to you, but only to the extent of his, her, or its liability for whom you and such person or organization have agreed in writing in a contract or agreement, signed and executed by you prior to the loss for which coverage is sought, that such person or organization be added as an additional "insured"on your policy. Certificates of insurance will not be considered an Agreement to Insure. Such person or organization is an additional"insured" but only with respect to your negligent actions,which cause liability to be imposed on such person or organization without fault on the part of said person or organization. B. Paragraphs(2)and(4) under section 2. Coverage Extensions,a. Supplementary Payments are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident'we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $350 a day because of time off from work. CAU 003 (10 22) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 1 of 3 Copyright 2021 FCC] Insurance Group. Insured Copy COMMERCIAL AUTO CAU 003(10 22) SECTION III—PHYSICAL DAMAGE COVERAGE is amended as follows: A. Paragraph 4. Coverage Extensions under section A. Coverage is deleted and replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $40 per day to a total maximum of $1,200 for temporary transportation expenses incurred by you because of the total theft of a covered "auto"of the private passenger type or light trucks with a gross vehicle weight of less than 10,000 pounds. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage.We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its"loss". b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for hired "autos"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for hired "autos"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for hired "autos". However, the most we will pay for any expenses for loss of use to any one vehicle is $40 per day, to a total maximum of$1200. B. The following is added to paragraph 4. Coverage Extensions under section A. Coverage: c. Fire Department Service Charge When a fire department is called to save or protect a covered "auto", its equipment, its contents, or occupants from a covered cause of loss,we will pay up to$1,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. No deductible applies to this additional coverage. d. Auto Loan/Lease Gap Coverage The following provisions apply: (1) If a long term leased "auto", under an original lease agreement, is a covered "auto" under this Coverage Form and the lessor of the covered"auto"is named as an additional"insured"under this policy, in the event of a total "loss" to the leased covered "auto", we will pay any unpaid amount due on the lease, less the amount paid under the Physical Damage Coverage Section of the policy; and less any: (a) Overdue lease payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health Accident or Disability Insurance purchased with the lease; and (e) Carry-over balances from previous loans or leases. CAU 003 (10 22) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 2 of 3 Copyright 2021 FCC] Insurance Group. Insured Copy COMMERCIAL AUTO CAU 003(10 22) (2) If an owned "auto" is a covered "auto" under this Coverage Form and the loss payee of the covered "auto" is named a loss payee under this policy, in the event of a total loss to the covered"auto", we will pay any unpaid amount due on the loan, less the amount paid under the Physical Damage Coverage Section of the policy; and less any; (a) Overdue loan payments at the time of the "loss"; (b) Costs for extended warranties, Credit Life Insurance, Health Accident or Disability Insurance purchased with the loan; and (c) Carry-over balances from previous loans. C. Section D. Deductible is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations prior to the application of the Limit of Insurance provided that: 1. The Comprehensive or Specified Causes of Loss Coverage deductible applies only to "loss" caused by: a. Theft or mischief or vandalism; or b. All perils. 2. Regardless of the number of covered "autos" damaged or stolen, the maximum deductible applicable for all "loss" in any one event caused by: a. Theft or mischief or vandalism; or b. All perils; will be equal to five times the highest deductible applicable to any one covered "auto"on the Policy for Comprehensive or Specified Causes of Loss Coverage. The application of the highest deductible used to calculate the maximum deductible will be made regardless of which covered "autos"were damaged or stolen in the "loss". 3. Any Comprehensive Coverage deductible shown in the Declarations does not apply to glass damage if repaired rather than replaced. SECTION IV—BUSINESS AUTO CONDITIONS is amended as follows: A. The following is added to paragraph a.under section A. Loss Conditions,2. Duties in the Event of Accident, Claim, Suit or Loss: This duty applies when the "accident", claim, "suit" or"loss" is first known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; (c) An executive officer or insurance manager, if you are a corporation; or (d) A member or manager, if you are a limited liability company. B. The following is added to Condition 2. Concealment, Misrepresentation or Fraud under section B. General Conditions: However, if you unintentionally fail to disclose any hazards at the inception of your policy, we will not deny coverage under this Coverage Form because of such failure. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. CAU 003 (10 22) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 3 of 3 Copyright 2021 FCC] Insurance Group. Insured Copy COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance — Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an "insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 11 16 ©Insurance Services Office, Inc., 2016 Page 1 of 1 Insured Copy COMMERCIAL AUTO CA 04 43 12 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to any person(s) or organization(s) for whom you are required to waive subrogation with respect to the coverage provided under this Coverage Form, but only to the extent that subrogation is waived: A. Under a written contract or agreement with such person(s)or organization(s); and B. Prior to the "accident"or the"loss". CA 04 43 12 23 © Insurance Services Office, Inc., 2022 Page 1 of 1 Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 89 06 00 B (Ed. 7-01) The following item(s) POLICY INFORMATION PAGE ENDORSEMENT Insured's Name(WC 89 06 01) Item 3.B. Limits (WC 89 06 12) Policy Number (WC 89 06 02) Item 3.C. States (WC 89 06 13) Effective Date(WC 89 06 03) X Item 3.D. Endorsement Numbers (WC 89 06 14) Expiration Date(WC 89 06 04) X Item 4. *Class, Rate, Other (WC 89 04 15) Insured's Mailing Address (WC 89 06 05) Interim Adjustment of Premium (WC 89 04 16) Experience Modification (WC 89 04 06) Carrier Servicing Office (WC 89 06 17) Producer's Name(WC 89 06 07) Interstate/Intrastate Risk I.D. Number (WC 89 06 18) Change in Workplace of Insured (WC 89 06 08) Carrier Number (WC 89 06 19) Insured's Legal Status (WC 89 06 10) Issuing Agency/Producer Office Address (WC 89 06 25) Item 3.A. States (WC 89 06 11) is changed to read: THE FOLLOWING RATING PLAN IS ADDED TO THIS POLICY: BLANKET WAIVER(0930) STATE: FL RATE: . 02 THE FOLLOWING FORM(S) HAS BEEN ADDED: WC 00 03 13 04-84 WAIVER OF OUR RIGHT TO RECOVER *Item 4.Change To: Premium Basis Rate Per$100 Classifications Code Total Estimated of Estimated No. Annual Annual Premium Remuneration Remuneration SEE ATTACHED WC B9 06 00 B 07-01) EXTENSION Total Estimated Annual Premium $ 21,527 Minimum Premium$ 661 Deposit Premium $No Change All other terms and conditions of this policy remain unchanged. 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 10/29/2025 Policy No.WC0100104800-00 Endorsement No. 001 Insured Sport Surfaces LLC Premium: $ 411 . 00 Insurance Company FCCI Insurance Company Countersigned By WC 89 06 00 B (Ed. 7-01) U 2001 National Council on Compensation Insurance,Inc. Insured Copy WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 89 06 00 B (Ed. 7-01) --------------------------------------------------------------------------------------------------------------------------------------------- POLICY INFORMATION PAGE ENDORSEMENT Premium Basis Total Estimated Rate Per Code Annual $100 of Estimated Annual Classifications No. Remuneration Remuneration Premium TRANSACTION RECAP BY RATING GROUP Transaction Factor = 1 State: FL Rating Group: 0001-01 Stat Old New Old Term New Term oos Add/Return Code Rate Rate Premium Premium Offset Premium 9898 -.070 -.070 -1,653.00 -1,686.00 .00 -33.00 0063 -.050 -.050 -1,098.00 -1,120.00 .00 -22.00 0930 .000 .020 .00 466.00 .00 466.00 Rating Group 0001-01 Estimated Transaction Premium 411.00 Cash State Total (FL) 411.00 Policy Total Cash Premium 411.00 WC 89 06 00 B (Ed. 7-01) Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule All persons or organizations that, in a written contract executed by both parties prior to the date of the injury covered by this policy, require you to obtain this agreement from us. NOTE:This endorsement does not apply to any work completed at job sites located in Kentucky. 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 10-29-25 Policy No. WC0100104800-00 Endorsement No. 001 Insured Sport Surfaces LLC Premium $ Incl. Insurance Company FCCI Insurance Company Countersigned By WC000313 (Ed. 4-84) ©1983 National Council on Compensation Insurance. Insured Copy POLICY NUMBER: GL 10 010 4 7 97—0 0 COMMERCIAL GENERAL LIABILITY CGL 084(02 21) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - ONGOING OPERATIONS AND PRODUCTS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE OPTIONAL Name of Additional Insured Persons or Organizations (As required by written contract or agreement per Paragraph A. below.) Locations of Covered Operations (As per the written contract or agreement, provided the location is within the "coverage territory".) (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. SECTION II—WHO IS AN INSURED is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement in effect during the term of this policy that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above; and 3. The particular person or organization, if any, scheduled above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" occurring after the execution of the contract or agreement described in Paragraph 1. above and caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured; or 3. "Your work" performed for the additional insured and included in the"products-completed operations hazard" if such coverage is specifically required in the written contract or agreement. However, the insurance afforded to such additional insured(s) described above: 1. Only applies to the extent permitted by law; 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; 3. Will not be broader than that which is afforded to you under this policy; and 4. Nothing herein shall extend the term of this policy. CGL 084 (02 21) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 1 of 2 Copyright 2020 FCCI Insurance Group. Agent Copy POLICY NUMBER: GL 10 010 4 7 97—0 0 COMMERCIAL GENERAL LIABILITY CGL 084(02 21) B. The insurance provided to the additional insured does not apply to"bodily injury","property damage"or"personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. C. This insurance is excess over any other valid and collectible insurance available to the additional insured whether on a primary, excess, contingent or any other basis; unless the written contract or agreement requires that this insurance be primary and non-contributory, in which case this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. D. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.; or 2. Available under the applicable Limits of Insurance; whichever is less. This endorsement shall not increase the applicable Limits of Insurance. E. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: Paragraph 2. Duties In The Event of Occurrence, Offense, Claim Or Suit is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement must as soon as practicable: 1. Give us written notice of an `occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or"suit"that does result; 2. Send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions; and 3. Tender the defense and indemnity of any claim or"suit'to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement and agree to make available all such other insurance. However, this condition does not affect Paragraph C. above. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit'. F. This endorsement does not apply to any additional insured or project that is specifically identified in any other additional insured endorsement attached to the COMMERCIAL GENERAL LIABILITY COVERAGE FORM. CGL 084 (02 21) Includes copyrighted material of the Insurance Services Offices, Inc. with its permission. Page 2 of 2 Copyright 2020 FCCI Insurance Group. Agent Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NOTE: The following are additions, replacements and amendments to the Commercial General Liability Coverage Form, and will apply unless excluded by separate endorsement(s)to the Commercial General Liability Coverage Form. The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended as follows: SECTION I -COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE is amended as follows: 1. Extended "Property Damage" Exclusion 2.a., Expected or Intended Injury, is replaced with the following: a. "Bodily injury"or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. 2. Non-owned Watercraft Exclusion 2.g. (2) (a) is replaced with the following: (a) Less than 51 feet long; and 3. Property Damage Liability—Borrowed Equipment The following is added to Exclusion 2.j. (4): Paragraph (4)of this exclusion does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. The most we will pay for"property damage"to any one borrowed equipment item under this coverage is$25,000 per"occurrence". The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. 4. Limited Electronic Data Liability Exclusion 2.p. is replaced with the following: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data"that does not result from physical injury to tangible property. The most we will pay under Coverage A for"property damage" because of all loss of"electronic data" arising out of any one "occurrence" is $10,000. We have no duty to investigate or defend claims or"suits" covered by this Limited Electronic Data Liability coverage. The following definition is added to SECTION V—DEFINITIONS of the Coverage Form: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 1 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) For purposes of this Limited Electronic Data Liability coverage, the definition of"Property Damage" in SECTION V—DEFINITIONS of the Coverage Form is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence"that caused it; c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence"that caused it. For purposes of this insurance, "electronic data" is not tangible property. SECTION I— COVERAGES, COVERAGE B. PERSONAL AND ADVERTISING INJURY LIABILITY is amended as follows: Paragraph 2.e. Exclusions—the Contractual Liability Exclusion is deleted. SECTION I— COVERAGES, the following coverages are added: COVERAGE D. VOLUNTARY PROPERTY DAMAGE 1. Insuring Agreement We will pay, at your request, for"property damage" caused by an "occurrence", to property of others caused by you, or while in your possession, arising out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage"to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Property owned by, rented to, leased to, loaned to, borrowed by, or used by you; d. Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises; e. Property caused by or arising out of the "products-completed operations hazard"; f. Motor vehicles; g. "Your product" arising out of it or any part of it; or h. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one `occurrence" until the amount of loss exceeds$250. We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 2 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) The insurance afforded under COVERAGE D is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage)available to you whether primary, excess, contingent or any other basis. Coverage D covers unintentional damage or destruction, but does not cover disappearance, theft, or loss of use. The insurance under COVERAGE D does not apply if a loss is paid under COVERAGE E. COVERAGE E. CARE, CUSTODY OR CONTROL 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" caused by an "occurrence", to property of others while in your care, custody, or control or property of others as to which you are exercising physical control if the "property damage" arises out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage" to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises; d. Property caused by or arising out of the "products-completed operations hazard"; e. Motor vehicles; f. "Your product" arising out of it or any part of it; or g. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one `occurrence" until the amount of loss exceeds$250. We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE E is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage)available to you whether primary, excess, contingent or any other basis. The insurance under COVERAGE E does not apply if a loss is paid under COVERAGE D. COVERAGE F. LIMITED PRODUCT WITHDRAWAL EXPENSE 1. Insuring Agreement a. If you are a "seller", we will reimburse you for"product withdrawal expenses" associated with "your product' incurred because of a "product withdrawal"to which this insurance applies. The amount of such reimbursement is limited as described in SECTION III - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 3 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) a. This insurance applies to a "product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1) You determine that the "product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a "product withdrawal". c. We will reimburse only those "product withdrawal expenses"which are incurred and reported to us within one year of the date the "product withdrawal"was initiated. d. The initiation of a "product withdrawal"will be deemed to have been made only at the earliest of the following times: (1) When you have announced, in any manner, to the general public, your vendors or to your employees (other than those employees directly involved in making the determination)your decision to conduct a "product withdrawal" This applies regardless of whether the determination to conduct a "product withdrawal" is made by you or is requested by a third party; (2) When you received, either orally or in writing, notification of an order from an authorized government entity to conduct a "product withdrawal; or (3) When a third party has initiated a "product withdrawal" and you communicate agreement with the "product withdrawal", or you announce to the general public, your vendors or to your employees (other than those employees directly involved in making the determination)your decision to participate in the "product withdrawal", whichever comes first. e. "Product withdrawal expenses" incurred to withdraw"your products"which contain: (1) The same "defect" will be deemed to have arisen out of the same "product withdrawal"; or (2) A different"defect"will be deemed to have arisen out of a separate "product withdrawal" if newly determined or ordered in accordance with paragraph 1.b of this coverage. 2. Exclusions This insurance does not apply to "product withdrawal" expenses" arising out of: a. Any"product withdrawal" initiated due to: (1) The failure of"your products"to accomplish their intended purpose, including any breach of warranty of fitness, whether written or implied. This exclusion does not apply if such failure has caused or is reasonably expected to cause "bodily injury" or physical damage to tangible property. (2) Copyright, patent, trade secret or trademark infringements; (3) Transformation of a chemical nature, deterioration or decomposition of"your product", except if it is caused by: (a) An error in manufacturing, design, processing or transportation of"your product"; or (b) "Product tampering". (4) Expiration of the designated shelf life of"your product". b. A"product withdrawal", initiated because of a "defect" in "your product" known to exist by the Named Insured or the Named Insured's "executive officers", prior to the inception date of this Coverage Part or prior to the time "your product" leaves your control or possession. c. Recall of any specific products for which "bodily injury" or"property damage" is excluded under Coverage A- Bodily Injury And Property Damage Liability by endorsement. d. Recall of"your products"which have been banned from the market by an authorized government entity prior to the policy period. e. The defense of a claim or"suit" against you for"product withdrawal expenses". CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 4 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) 3. For the purposes of the insurance afforded under COVERAGE F, the following is added to 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS: e. Duties In The Event Of A"Defect" Or A"Product Withdrawal" (1) You must see to it that we are notified as soon as practicable of any actual, suspected or threatened "defect" in "your products", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (a) How, when and where the "defect"was discovered; (b) The names and addresses of any injured persons and witnesses; and (c) The nature, location and circumstances of any injury or damage arising out of use or consumption of"your product". (2) If a "product withdrawal" is initiated, you must: (a) Immediately record the specifics of the "product withdrawal" and the date it was initiated; (b) Send us written notice of the "product withdrawal' as soon as practicable; and (c) Not release, consign, ship or distribute by any other method, any product, or like or similar products, with an actual, suspected or threatened defect. (3) You and any other involved insured must: (a) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (b) Authorize us to obtain records and other information; and (c) Cooperate with us in our investigation of the "product withdrawal". 4. For the purposes of this Coverage F, the following definitions are added to the Definitions Section: a. "Defect" means a defect, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" is an act of intentional alteration of"your product'which may cause or has caused "bodily injury"or physical injury to tangible property. When "product tampering" is known, suspected or threatened, a "product withdrawal"will not be limited to those batches of"your product'which are known or suspected to have been tampered with. c. "Product withdrawal" means the recall or withdrawal of"your products", or products which contain "your products", from the market or from use, by any other person or organization, because of a known or suspected "defect' in "your product', or a known or suspected "product tampering", which has caused or is reasonably expected to cause "bodily injury" or physical injury to tangible property. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below paid and directly related to a "product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 5 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) (8) Costs of proper disposal of"your products", or products that contain "your products", that cannot be reused, not exceeding your purchase price or your cost to produce the products; but"product withdrawal expenses" does not include costs of the replacement, repair or redesign of"your product", or the costs of regaining your market share, goodwill, revenue or profit. e. "Seller" means a person or organization that manufactures, sells or distributes goods or products. "Seller" does not include a "contractor" as defined elsewhere in this endorsement. The insurance under COVERAGE F does not apply if a loss is paid under COVERAGE G. COVERAGE G. CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement If you are a "contractor", we will pay those sums that you become legally obligated to pay as damages because of"property damage" to "your product", "your work" or"impaired property", due to faulty workmanship, material or design, or products including consequential loss, to which this insurance applies. The damages must have resulted from your negligent act, error or omission while acting in your business capacity as a contractor or subcontractor or from a defect in material or a product sold or installed by you while acting in this capacity. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. We have no duty to investigate or defend claims or"suits" covered by this Contractors Errors or Omissions coverage. This coverage applies only if the "property damage" occurs in the "coverage territory" during the policy period. This coverage does not apply to additional insureds, if any. Supplementary Payments—Coverage A and B do not apply to Coverage G. Contractors Errors and Omissions. 2. Exclusions This insurance does not apply to: a. "Bodily injury"or"personal and advertising injury". b. Liability or penalties arising from a delay or failure to complete a contract or project, or to complete a contract or project on time. c. Liability because of an error or omission: (1) In the preparation of estimates orjob costs; (2) Where cost estimates are exceeded; (3) In the preparation of estimates of profit or return on capital; (4) In advising or failure to advise on financing of the work or project; or (5) In advising or failing to advise on any legal work, title checks, form of insurance or suretyship. d. Any liability which arises out of any actual or alleged infringement of copyright or trademark or trade dress or patent, unfair competition or piracy, or theft or wrongful taking of concepts or intellectual property. e. Any liability for damages: (1) From the intentional dishonest, fraudulent, malicious or criminal acts of the Named Insured, or by any partner, member of a limited liability company, or executive officer, or at the direction of any of them; or (2) Which is in fact expected or intended by the insured, even if the injury or damage is of a different degree or type than actually expected or intended. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 6 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) f. Any liability arising out of manufacturer's warranties or guarantees whether express or implied. g. Any liability arising from "property damage"to property owned by, rented or leased to the insured. h. Any liability incurred or"property damage"which occurs, in whole or in part, before you have completed "your work." "Your work"will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract or work order has been completed; (2) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service or maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as complete. i. Any liability arising from "property damage"to products that are still in your physical possession. j. Any liability arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others; and (2) Providing or hiring independent professionals to provide engineering, architectural or surveying services in connection with construction work you perform. Professional services include the preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications. Professional services also include supervisory or inspection activities performed as part of any related architectural or engineering activities. But, professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with construction work you perform. k. Your loss of profit or expected profit and any liability arising therefrom. I. "Property damage"to property other than "your product," "your work" or"impaired property." m. Any liability arising from claims or"suits"where the right of action against the insured has been relinquished or waived. n. Any liability for"property damage"to "your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. o. Any liability arising from the substitution of a material or product for one specified on blueprints, work orders, contracts or engineering specifications unless there has been written authorization, or unless the blueprints, work orders, contracts or engineering specifications were written by you, and you have authorized the changes. p. Liability of others assumed by the insured under any contract or agreement, whether oral or in writing. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. For the purposes of Coverage G, the following definition is added to the Definitions section: a. "Contractor" means a person or organization engaged in activities of building, clearing, filing, excavating or improvement in the size, use or appearance of any structure or land. "Contractor" does not include a "seller" as defined elsewhere in this endorsement. 4. Deductible We will not pay for loss in any one "occurrence" until the amount of loss exceeds$250. The limits of insurance will not be reduced by the application of the deductible amount. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 7 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) We may pay any part or all of the deductible amount to effect settlement of any claim or"suit", and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 5. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance under COVERAGE G does not apply if a loss is paid under COVERAGE F. COVERAGE H. LOST KEY COVERAGE 1. Insuring Agreement We will pay those sums, subject to the limits of liability described in SECTION III LIMITS OF INSURANCE in this endorsement and the deductible shown below, that you become legally obligated to pay as damages caused by an "occurrence" and due to the loss or mysterious disappearance of keys entrusted to or in the care, custody or control of you or your"employees" or anyone acting on your behalf. The damages covered by this endorsement are limited to the: a. Actual cost of the keys; b. Cost to adjust locks to accept new keys; or c. Cost of new locks, if required, including the cost of installation. 2. Exclusions This insurance does not apply to: a. Keys owned by any insured, employees of any insured, or anyone acting on behalf of any insured; b. Any resulting loss of use; or c. Any of the following acts by any insured, employees of any insured, or anyone acting on behalf of any insured: 1) Misappropriation; 2) Concealment; 3) Conversion; 4) Fraud; or 5) Dishonesty. 3. Deductible We will not pay for loss in any one "occurrence" until the amount of loss exceeds$1,000. The limits of insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or"suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. EXPANDED COVERAGE FOR TENANT'S PROPERTY AND PREMISES RENTED TO YOU The first paragraph after subparagraph (6) in Exclusion j., Damage to Property is amended to read as follows: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III— Limits Of Insurance. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 8 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) SECTION I -COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGE A and B is amended as follows: All references to SUPPLEMENTARY PAYMENTS—COVERAGES A and B are amended to SUPPLEMENTARY PAYMENTS— COVERAGES A, B, D, E, G, and H. 1. Cost of Bail Bonds Paragraph 1.b. is replaced with the following: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Loss of Earnings Paragraph 1.d. is replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time off from work. SECTION II—WHO IS AN INSURED is amended as follows: 1. Incidental Malpractice Paragraph 2.a.(1)(d) is replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to a nurse, emergency medical technician or paramedic employed by you to provide medical services, unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; or (ii) The "employee" has another insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. 2. Broadened Who Is An Insured The following are added to Paragraph 2.: Subsidiaries e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. Additional Insureds f. Any person or organization described in paragraphs g. through k. below whom you are required to add as an additional insured on this policy under a written contract or agreement in effect during the term of this policy, provided the written contract or agreement was executed prior to the "bodily injury", "property damage"or"personal and advertising injury"for which the additional insured seeks coverage. However, the insurance afforded to such additional insured(s): (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; (3) Will not be broader than that which is afforded to you under this policy; (4) Is subject to the conditions described in paragraphs g. through k. below; and (5) Nothing herein shall extend the term of this policy. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 9 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) g. Owner, Lessor or Manager of Premises If the additional insured is an owner, lessor or manager of premises, such person or organization shall be covered only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of any premises leased to you and subject to the following additional exclusions: (1) Any"occurrence"that takes place after you cease to occupy those premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. h. State or Governmental Agency or Subdivision or Political Subdivision— Permits or Authorizations If the additional insured is the state or any political subdivision, the state or political subdivision shall be covered only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit or authorization. This insurance does not apply to: (1) "Bodily injury", "property damage", or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (2) "Bodily injury" or"property damage" included within the "products-completed operations hazard". i. Lessor of Leased Equipment If the additional insured is a lessor of leased equipment, such lessor shall be covered only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. j. Mortgagee, Assignee, or Receiver If the additional Insured is a mortgagee, assignee, or receiver of premises, such mortgagee, assignee or receiver of premises is an additional insured only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of the premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. k. Vendor If the additional insured is a vendor, such vendor is an additional insured only with respect to liability for "bodily injury" or"property damage" caused by"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded to the vendor does not apply to: (a) "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in absence of the contract or agreement. (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in "your product" made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 10 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury"or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: i. The exceptions contained in Subparagraphs d. or f.; or ii. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. Newly Formed or Acquired Organizations Paragraph 3. is amended as follows: a. Coverage under this provision is afforded until the end of the policy period. d. Coverage A does not apply to product recall expense arising out of any withdrawal or recall that occurred before you acquired or formed the organization. SECTION III— LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2. is replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of"bodily injury" or"property damage" included in the "products-completed operations hazard"; c. Damages under Coverage B; d. Voluntary"property damage" payments under Coverage D; e. Care, Custody or Control damages under Coverage E.; and f. Lost Key Coverage under Coverage H. 2. Paragraph 5. is replaced with the following: 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; b. Medical expenses under Coverage C; c. Voluntary"property damage" payments under Coverage D; d. Care, Custody or Control damages under Coverage E; e. Limited Product Withdrawal Expense under Coverage F; f. Contractors Errors and Omissions under Coverage G.; and, g. Lost Key Coverage under Coverage H. because of all "bodily injury" and "property damage" arising out of any one "occurrence". 3. Paragraph 6. is replaced with the following: CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 11 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) 6. Subject to Paragraph 5. above the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire or explosion, while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of the Each Occurrence Limit shown in the Declarations or the amount shown in the Declarations as Damage To Premises Rented To You Limit. 4. Paragraph 7. is replaced with the following: 7. Subject to Paragraph 5. above, the higher of$10,000 or the Medical Expense Limit shown in the Declarations is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. 5. Paragraph 8. is added as follows: 8. Subject to Paragraph 5. above, the most we will pay under Coverage D. Voluntary Property Damage for loss arising out of any one "occurrence" is$1,500. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is $3,000. 6. Paragraph 9. is added as follows: 9. Subject to Paragraph 5. above, the most we will pay under Coverage E. Care, Custody or Control for "property damage" arising out of any one "occurrence" is $1,000. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is $5,000. 7. Paragraph 10. is added as follows: 10. Subject to Paragraph 5. above, the most we will pay under Coverage F. Limited Product Withdrawal Expense for"product withdrawal expenses" in any one-policy period, regardless of the number of insureds, "product withdrawals" initiated or number of"your products"withdrawn is$10,000. 8. Paragraph 11. is added as follows: 11. Subject to Paragraph 5. above, the most we will pay under Coverage G. Contractors Errors and Omissions for damage in any one-policy period, regardless of the number of insureds, claims or"suits" brought, or persons or organizations making claim or bringing "suits" is $10,000. For errors in contract or job specifications or in recommendations of products or materials to be used, this policy will not pay for additional costs of products and materials to be used that would not have been incurred had the correct recommendations or specifications been made. 9. Paragraph 12. is added as follows: 12. Subject to Paragraph 5. above, the most we will pay under Coverage H., Lost Key Coverage for damages arising out of any one occurrence is $50,000. 10. Paragraph 13. is added as follows: 13. The General Aggregate Limit applies separately to: a. Each of your projects away from premises owned by or rented to you; or b. Each "location" owned by or rented to you. "Location" as used in this paragraph means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 11. Paragraph 14. is added as follows: 14. With respect to the insurance afforded to any additional insured provided coverage under this endorsement: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 12 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance; whichever is less. This endorsement shall not increase the applicable Limits of Insurance. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Subparagraph 2.a. of Duties In The Event Of Occurrence, Offense, Claim, or Suit is replaced with the following: a. You must see to it that we are notified as soon as practicable of an `occurrence" or an offense which may result in a claim. This requirement applies only when the "occurrence" or offense is known to the following: (1) An individual who is the sole owner; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer" or insurance manager, if you are a corporation; (4) A manager, if you are a limited liability company; (5) A person or organization having proper temporary custody of your property if you die; (6) The legal representative of you if you die; or (7) A person (other than an "employee") or an organization while acting as your real estate manager. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. 2. The following is added to Subparagraph 2.b. of Duties In The Event Of Occurrence, Offense, Claim, or Suit: The requirement in 2.b.applies only when the "occurrence" or offense is known to the following: (1) An individual who is the sole owner; (2) A partner or insurance manager, if you are a partnership or joint venture; (3) An "executive officer" or insurance manager, if you are a corporation; (4) A manager or insurance manager, if you are a limited liability company; (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization; (6) A person or organization having proper temporary custody of your property if you die; (7) The legal representative of you if you die; or (8) A person (other than an "employee") or an organization while acting as your real estate manager. 3. The following is added to paragraph 2. of Duties in the Event of Occurrence, Offense, Claim or Suit: e. If you report an "occurrence"to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form, failure to report such an "occurrence"to us at the time of the "occurrence" shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this "occurrence"to us as soon as you become aware that this "occurrence" may be a liability claim rather than a workers compensation claim. CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 13 of 14 Copyright 2020 FCCI Insurance Group Insured Copy COMMERCIAL GENERAL LIABILITY CGL 088(02 21) 4. Paragraph 6. is replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Any error or omission in the description of, or failure to completely describe or disclose any premises, operations or products intended to be covered by the Coverage Form will not invalidate or affect coverage for those premises, operations or products, provided such error or omission or failure to completely describe or disclose premises, operations or products was not intentional. You must report such error or omission to us as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium charges or exercise our right of cancellation or nonrenewal. 5. The following is added to paragraph`,8.Transfer Of Rights Of Recovery Against Others To Us:` We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part,to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. 6. Paragraph 10. is added as follows: 10. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the applicable state(s). CGL 088 (02 21) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 14 of 14 Copyright 2020 FCCI Insurance Group Insured Copy ).tll°hI i)d-,t,4llJ.l\J G G, N1N1.11 `,IQSN" I"I ll: 6 IIA"� kl`J I,I Nd,h.l",l,,'\i, ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:Xylem Inc Contract# Effective Date: February 7th 2026 Expiration Date: August 6th 2026 Contract Purpose/Description: Annual Preventative Maintenance Agreement(PMA), consists of a 20-point mechanical and electrical inspection completed by a factory certified service technician. A detailed inspection report will be provided for all equipment covered in this agreement. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Giovanna Basham 4437 Basham-Giovanna@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 3,150.00 Current Year Portion: $ N/A (must be$100,000 or less) (1f multiyear agreement then requires BOCC approval, unless the tofal cu:urrlWafivc r�rrtou.rtnt l,s$V iVQD,00.(l0 air less} Budgeted?Yes❑✓ No❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: 102/22503/SC_00062 Repair and Maintenance ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial, salaries, etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: Judith S.Clarke,P.E. hit°2026.03.6YJ 1.56.04-00' P.E. Date:ly 2, P615:OY5S.Ci- Assistant Director County Attorney Signature: Christine Limbert-Barrows D' to"026.D3.2615ned by 1 47-0'00' °ws Date:2026.03.2615:12:4n Limb' Risk Management Signature: Jaclyn Flatt Date1226.4.020.3426-0t Date:2026.04.02 08:34:26-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.04.0713:29:16-04'00' (email contracts@monroecounty-fl.gov) CaICOSky Digitally signed by Angelica Malcosky gel IC,fa OMB Signature: Angelica M Date:2026.04.07 14:13:15-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 xylem Service Solutions Xylem Water Solutions USA, Inc. 15 132 Park of Commerce Blvd..Ste. 102 Jupiter,Fl,33478 Tel(772)529-1061 February 7, 2026 Nina Basham Executive Assistant Roads Department 123 Overseas Highway Rockland Key 33040 Office: 305 292 4437 Dear Mrs. Basham-Giovanna, Thank you for choosing Xylem as your trusted service partner. We are pleased to offer you a quotation for a Preventative Maintenance Agreement (PMA). A Xylem PMA consists of a 20- point mechanical and electrical inspection completed by a factory certified service technician. A detailed inspection report will be provided for all equipment covered in this agreement. The standard agreement term is three years, but other options are available as shown below. Equipment Covered Qty 2, Model 3127.070 pumps, Location: Prado Circle Pump Station Agreement Level (check the box below that applies) R1 Bronze (1 PM service visit per year, 5% off repair of equipment under contract) Xylem Part No: 1400000690015 TAX, 1400000690015A NO TAX ❑ Silver (2 PM service visits per year, 10% off repair of equipment under contract) Xylem Part No: 1400000690016 TAX, 1400000690016A NO TAX ❑ Gold (1 PM service visit per year, additional 12 month warranty— New pumps only) Xylem Part No: 1400000690017 TAX, 1400000690017A NO TAX Agreement Term R1 One-year Agreement (one visit) ❑ Three-year Agreement ❑ Five-year Agreement* * For multi-year agreements, purchase order(s) can be provided for each year prior to service visit or one purchase order can be provided for entire term that will be referenced and invoiced after each visit. Pricing The fee per service visit for the pumps listed above is $3,1150.00 This amount will be billed after the service is performed and a detailed invoice will be provided to you. If additional expenses are occurred for time or resources on site, Xylem will contact you for approval prior to invoicing. Exclusions Additional repairs or services are not included in the above price. If our technician determines that additional repairs or services are required, they will notify you and it will be quoted separately. Best Regards, Ben Griffin ACT Service Center Manager Xylem Water Solutions USA, Inc. Benjamin.griffin@xylem.com PREVENTATIVE MAINTENANCE SERVICE -20 POINT INSPECTION CHECKLIST 1. Visually inspect pumping station condition including valves and piping 2.Visually Inspect lifting equipment 3. Extract pump from wet well and inspect guiderails 4 Visually inspect discharge connection 5. Inspect pump electric cable 6. Visually inspect control panel components* 7. Check voltage supply between all phases of the electrical control panel* 8. Complete insulation test of the motor stator 9. Check function of control panel monitoring system 10. Check pump oil for water contamination, drain and replace oil if needed, replace plug o-rings 11. Check coolant for contamination(if replacement coolant is required, additional fee will apply) 12, Check for fluid in inspection chamber and junction box 13.Visually inspect the impeller condition 14. Inspect wear ring, measure and record gap, change if necessary 15. Dry-run pump, confirm rotation and check for noise and vibration 16. Inspect level control component operation and remove accumulated debris if possible 17. Re-install pump and ensure seated correctly 18. Run the pump through its operation cycle if liquid level permits 19, Check running amperage on all phases of the pump motor* 20. Record findings on inspection report and share findings with customer *Items 6, 7 and 19 vary due to location and/or local ordinance(s) Upon Agreement, please provide information below. Re wired Information The equipment owner is responsible for providing the information below prior to the Service Technician's arrival, please fill out the boxes that apply below prior to the visit: A. Briefing to be provided by owner regarding the site's safety risks and known hazards. 2 On-site ❑ Remote B. Is Confined Space entry required to perform the service? 2 Yes ❑ No C. Is water supply available on-site (for washing equipment)? ❑ Yes 2 No D. Is 120V electric supply available on-site? ❑ Yes 2 No E. Will an employee be available to assist in inspection and to provide on-site support? 2 Yes ❑ No F. Is an Electrician available to provide on-site support? (if control panel is not supplied by Flygt) ❑ Yes 2 No G. Will pumps be removed with crane by equipment owner? El Yes No Terms and Conditions This order is subject to the Standard Terms and Conditions of Sale—Xylem Americas effective on the 2 1 P a g e date the order is accepted which terms are available at tgpt i l,�wwt� Ley riicram/en-US/ uppgrtr l of 2-- americas-standard-terms-and-conditions/and incorporated herein by reference and made a part of the agreement between the parties. Taxes: Taxes are not included in this quotation unless specifically stated otherwise. Validity: This quote is valid for one hundred eighty (180) days. Payment Terms: Payment terms are 100% Net 30 days following the invoice date Accepted by: (authorized party to bind company) Christine Digitally signed by ine Hurley ... Inc. urchased b : ....0 nst2�2��4:08.... .... Supplied by: Xylem, In...... ....... .._._ ..... H u r1ey Date: Y 11:02:54-04'00' Name Benjamin Griffin Name: Title: ACT Service Center Manager Title: _....................................... . ___ Date: 7 Feb 2026 Date:. PO#: (Please return signed quote and copy of purchase order and tax exemption certificate if applicable) MONROE.COUNTY ATTORNEY rr APPROVED AS TO FORM ...CHRISTINE IAMBERTWBARROWS SR.ASSISTANT 2. � ATTORNEY DATE 3 Page Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after"County") and Xylem Water Solutions USA, Inc., a Florida Foreign Profit Corporation(herein after"Contractor") agree as set forth below. The County and Contractor hereby enter into this addendum to modify the quotation for Preventative Maintenance Agreement, including the terms available at kgpl i://.Ww d.:Z rylemr�..co /siteassets/si.tl)p,ort`/terins-_a_n__d_.- conditions/terms-a:rtd-conditions-for-serve,es/�.yfeni.-arnericas gen-------------------------------------- servicesa terms and-conditions for v2__f f 10.2017 engfash._ fanaf.�a�fl' for the services to be provided(hereiafter referred to as ('Agreemenf) and agrees to the following: This Agreement includes and incorporates the Contractor's quotation for Preventative Maintenance Agreement,the Terms and Conditions for Set-vices 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 Govermment 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to a not to exceed amount of$100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Monroe County Code Sec. 2-58,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed$100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 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 for work performed 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 for work performed prior to termination, unless the cost of completion of the remaining work under the Agreement exceeds the funds 1 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, 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' 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 VILI 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 I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to,and inspection of,all documents,records,papers,letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract 2 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. Sovereign Imdunity 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 Sccurity's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Honicland Sccurity'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. 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. 3 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 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 term of this Agreement or any earlier termination of this Agreement. Insurance: At all times 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 4 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 Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 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. 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 an Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of 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; Eml: rack_a �ma ta? nt iU (L�c�a Uty-�1Z . 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 fonnally 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 has 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. 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. 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.sbafl�_.c r�r/I°�Iro<�ing/. 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;//,vwW,_ems.rriyf rj&,com/hu sines-_1pe ataopis/state r�f as L , vendor information/conv cte _. d eta.pended dis�,rimnna�ofly C:op1li 1l nts vendor llnsil:s 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 6 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: 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 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 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 District Manager Title 26 MAR 26 Date MONROE COUNTY ATTORNEY APPROVED AS TO FORM t±�7 .�� CHRISTINE L.IMBERT-BARROWS SR.ASSISTAN1 C UN ATTORNEY OATE..,2 2 _�.r2_,. 7 DATE(MM/DDYYYY) ACC)R LOB CERTIFICATE OF LIABILITY INSURANCE 04/02/2026 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 . PRODUCER CONTACT MARSH USA,LLC. NAME: Lauren Giangrande FAX 1166 Avenue of the Americas a/c NN Ext: (212)345-6000 (,C No): New York,NY 10036 E-MAIL Lauren.Gian rande marsh.com ADDRESS: 9 INSURER(S)AFFORDING COVERAGE NAIC# CN 10845342 1-STND-GAW-25-26 INSURERA: AIU Insurance Co. 19399 INSURED Xylem,Inc. INSURER B: National Union Fire Insurance Company of Pittsburgh, 19445 301 Water Street SE INSURER C: Washington,DC 20003 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-012584757-02 REVISION NUMBER: 5 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 ADDLTYPE OF INSURANCE INSD WVDUBR POLICY NUMBER MM/DDIYYYY MM POLICY EFF POLICY EXP LTR /DD YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y 012327514 10/31/2025 10/31/2026 EACH OCCURRENCE $ 1,000,000 DAMAGE TRENTED CLAIMS-MADE � OCCUR PREM SESOEa c.."ence $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: SIR:$1,000,000 $ B AUTOMOBILE LIABILITY 012327512(AOS) 10/31/2025 10131/2026 COMBINED SINGLE LIMIT Ea accident $ 3,000,000 B X ANY AUTO 012327513(MA) 10/31/2025 1013112026 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 012327517 AOS 10/31/2025 10/31/2026 PER OTH- AND EMPLOYERS'LIABILITY ( ) X STATUTE I ER A Y/N 012327516 WI 10/31/2025 10/31/2026 2,OOQ000 ANYPROPRIETOR/PARTNER/EXECUTIVE ( ) E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? N❑ N/A (Mandatory in NH) 012327515(OR) 10/31/2025 10/31/2026 E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 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) Monroe County BOCC is included as additional insured where required by written contract.with resepct to General Liability. AP W, T • 777.� 4226 DATE WA IR ._ Y CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 123 Overseas Hwy,(Rockland Key), THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD \IO\ROE C0IL'\1-1 COMMISSIONERS 111- RCHASI\G POLICY \I.A\LAL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:All About Doors & WindovwContract# Estimate 13468 Effective Date: ,Upon Execution Expiration Date: .............. ...._..........._..w__._............_... ...._.... Contract Purpose/Description: Install 3 Unit Size:74"x 50 114"ECO Aluminum Impact Single Hung Window 100 L..M,I 7/16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame Install 2 additional Windows Unit Size:37"x 50 1/4"EGO Aluminum Impact Single Hung Window 100 L M.I W16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame ._....�.........w._w...... ._w.wv....Aluminum ......................._.__._am White the MCSO Ma a onµSubstati n 3103 O/S H y Marathon ..... and 3 1 x 3 x 51"Aluml um Mullion Be o `^/Y _............_M r FL. 33050 _._-................-_�.�.�.��__�._..._.............._.�_....�w......... _.............M...,,.w_.—www.�....................w_mm_w......�...w....._..�.�.th_.�.�w._._. ......_mw.. ....,.._.................. ...,..�...� " Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Derek Nappi 3997 nappi-derek@monroecounty-Fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ _9203 00 _. Current Year Portion: $ ...... ......�_..w. .... . (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the total ctxtllulszive amount:is$100,00 00 or less) Budgeted?Yes ✓❑No❑ Grant: $...... . ...,.. .. _ County Match $ w �� .... _..,... 101-20505-00062 Fund/Cost Center/Spend Category:.. .. . _ ..... .. _w. ADDITIONAL COSTS Estimated Ongoing Costs: $ / r For: Not included in dollar value above y— (e. maintenance, ( w). g e,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis Assistant Director X. --- Joseph Digitally by Joseph X.DiNovo pX. DiNovo County Attorney Signature: Mq�W m Mta Date:202fi.03191237:24-04'OOX, Digitally signed by Jaclyn Flatl Risk Management Signature: Flatt 3 11:48:59-04'00' Jaclyn......_mm.w._................._...w.�.�.�.�.�.�......_Data:2026oa,_...-.._.........-_ _.-........... Digitally signed by Lis breu Purchasing Signature: Date:2026.042012:5220-04'00' Lisa Abreu_.w......_...._mw- ww........_--w_w.� ........._......_...w.............. ((De ilBcontracts(r monroecounty-fl.gov) Signature: Angelica Malcosky DBe l202 Q)420 rix 415c04 Osky (email OMB Pmonroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 0 Rey iscri I I/12/203$ 911 P a,e ... uum��Epo��ui�i�u�mmmmmi�unll� �� 'OLLOMOUT DOORS & W10DOWS 4590 NW 72 Avenue,Miami,FI 33166 2797 Overseas Hwy,Marathon,FI 33050 Estimate allaboutdoorsmiami@gmail.com Estimate No: 13468 allaboutdoorsmiami.com Date: 03/04/2026 305-225-8010 #SCC131153824#2513000138 REP: MCSO Marathon Substation johnson-travis@monroecounty-fl.gov 3103 Overseas Hwy Marathon,FL,33050-2346 (786)933-1424 Description Quantity Rate Amount Unit Size:74"x 50 1/4" 3 $1,425.00 $4,275.00 ECO Aluminum Impact Single Hung Window 100 L.M.I 7/16 Heat Strength Impact Glass Clearw/Double Grey Tint Sweep Latch Lock Screen Included White Frame 2-37"x 50 1/4"Single Hung Unit Size:37"x 50 1/4" 2 $711.00 $1,422.00 ECO Aluminum Impact Single Hung Window 100 L.M.I 7/16 Heat Strength Impact Glass Clear w/Double Grey Tint Sweep Latch Lock Screen Included White Frame 1 x 3 x 51"Aluminum Mullion Beam(White) 3 $102.00 $306.00 1/3 -Estimate 13468-03/04/2026 Description Quantity Rate Amount INSTALLATION 1 $3,200.00 $3,200.00* -Removal -Disposal -Screws -Sealants -Pressure treated wood(If necessary) Permits not included! We are Replacing The Windows Of The Front Of The Building With New Impact Windows 1 $0.00 $0.00* *Indicates non-taxable item Subtotal $9,203.00 Standard 0% $0.00 Total $9,203.00 Total $9,203.00 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.(collectivelythe "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 major job 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 2/3 -Estimate13468 02VO4/2026 permitted by Florida law.PROGRESS PAYMENT(Materials and 50%of the labor)MUST BE PAID IN ORDER FOR INSTALLATION TO BEGIN. s.Cancel ation:|n the event that Customer cancels this Contract,Customer must provide written notice to Seller by telegram,facsimile,or by certified mai I,return receipt requested.The notice must indicate that Customer does not want the products 2nd/orservices and must be delivered and/or postmarked^o|ater than midnight orthe 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 ona 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,drywali,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.Sellerwill 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. 1o.Recessed Lips at Door Locations:When new doors(patin^French,swing,main)are installed the doorway may have a''|ip'(th,csho|d)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 u`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,sxut-dmwns.inclement weather,Customer delays,and all situations as outlined in the Force Majeure paragraph below do not count towards the lead-time. 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,sashcs`etc.anvtouch-upmm'k.]obsitedcan'upinstaUauunnrmanu,acturinoquo|itvissue.orcav|mne|,the]obissubstanuaUvcomp|cte.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 iscomplete. 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 tn payment of all costs associa,edwiths"chde|axinefficiencxand/orintcrrupbon.indudins.butnot|imitrdto.,e-inspectionfccs. 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 bv civil nr military authorities,or acts c*God. All About Doors aWindows Customer's signature 3/3 Addendum (All About Doors & Floors, Incorporated) Monroe County Contract Supplemental Terms and Conditions The Monroe County Board of County Commissioners(herein after"County')and All About Doors & Floors, Incorporated, dba All About Doors & Windows (hereinafter "Company') agree as set forth below. The County and Company hereby enter into this Addendum to modify any Agreement, Proposal/Quote or Estimate offered by the Company for the goods or services to be provided (hereinafter referred to as "Agreement's and agrees to the following: Estimate #13468 in the amount of$9,203.00 to provide materials and labor to install one ECO Aluminum Impact Single Hung Window(74"x 50'/4") and one ECO Aluminum Impact Single Hung Window(34"x 50'/4") Window at the Monroe County Sheriff Office Substation-Front (Marathon, Florida). This Agreement includes and incorporates the Company'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 (Section 218.70, Florida Statutes). Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. The Company shall submit to the County invoices with Supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller(County Clerk). Acceptability to the County Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. 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. This Agreement shall not exceed $100,000.00 unless it is approved by the Monroe County Board of County Commissioners. Any automatic renewal is subject to a not-to-exceed amount of $100,000.00 unless the Monroe County Board of County Commissioners gives prior approval of an agreement more than $100,000.00. In accordance with Section 2-58,Monroe County Code,the County Administrator is authorized to sign agreements when the total cumulative value of the contract does not exceed $100,000.00. The County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 1 Termination: The County may terminate this Agreement for cause should the Company fail to perform. Prior to termination for cause, the County shall provide the Company with seven (7) calendar days'written notice and provide the Company 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, the County shall pay the Company the sum due for work performed 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 the Company. If the County terminates this Agreement, the County shall pay the Company the sum due for work performed 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: 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 its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the County or the County 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 the 16th 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-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 the usual and customary procedures required by the Circuit Court of Monroe County. 2 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; 1 1) 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: The 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 the Company. Failure of the 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 prevailing party, be entitled to reimbursement of all attorney fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Company 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. 3 Sovereign Immunity and Non-Waiver of Immunity: The County's indemnification is limited and subject to the sovereign immunity provisions of Section 768.28, Florida Statutes. 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. Nothing contained herein is intended, nor may it be construed,to waive the 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 benefit from 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 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 and E-Verify System: In accordance with Section 448.095, Florida Statutes, any Company 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. The Company shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. 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, Florida Statutes, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 4 Scrutinized Companies: The Company 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,Florida Statutes, the State of Florida Department of Management Services (Department) may immediately terminate this Agreement at its sole option if the Company is found to have submitted a false certification; or if the Company 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 Company certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Terrorism Sector List or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes. Pursuant to Section 287.135, Florida Statutes, the Department may immediately terminate this Agreement at its sole option if the Company is found to have submitted a false certification; or if the Company is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Terrorism Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. As provided in Subsection 287.135(8), Florida Statutes, 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,the Company shall disclose to the 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, Florida Statutes, 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, the Company must also provide a copy of such disclosure to the State of Florida Department of Financial Services. Suspended PersonBusiness Entity,Subsection 2-347(1),Monroe County Code: In accordance with Monroe County Code Subsection 2-347(1), the Company 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/Company contract and entitles the County, in its discretion, to terminate the contract with no further liability to the Company 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 Company 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, 5 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 Company 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 Company or any of its employees, agents, sub-contractors or other invitees; or (C) the Company'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 term of this Agreement or any earlier termination of this Agreement. Insurance: At all times during the term of this Agreement(including any extensions thereof), the Company shall maintain the insurance as specified in this section. In the event the Company fails to maintain all insurance required by this section, the 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 the Company's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and the Company agrees to indemnify and hold harmless the County for any and all increases in cost resulting from such delay. The Company shall maintain the following coverage: • Commercial General Liability: Company'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, the Company's policy must provide for claims filed during the term of this Agreement, and for twelve(12) months after its termination or expiration. The Company's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit (CSL) • Worker's Compensation: The Company's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. • Employer's Liability: In addition to any Worker's Compensation insurance required by this Agreement, the Company shall maintain Employer Liability insurance. The minimum acceptable limits of liability are $100,000 bodily injury by Accident; $100,000 bodily injury by disease per Employee; $100,000 bodily injury by disease Aggregate. • Business Auto Liability: The Company's insurance policy shall provide coverage for all owned, non-owned, and hired vehicles used in the performance of work under this Agreement. The Company's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum acceptable limit is: $300,000 Combined Single Limit(CSL). If Split Limits are provided,the minimum acceptable limits are: $200,000 per person; $300,000 per Occurrence; $100,000 Property Damage. Prior to commencement of work under this Agreement, the Company 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 Company'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. Telephone: (305) 292-3470; Email: risk mana etc),monro cou t� v- 6 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, 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 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, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the State of 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 a 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 hereto 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. Employment or Retention of Former County Officers or Employees: The Company warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion,terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 7 Vendor Certification Regarding Scrutinized Companies Lists: The 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 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 Company/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 Section 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria and is on the State Board of Administration's "Scrutinized List of Prohibited Companies" available under the quarterly reports section at htt s://www. liafla.c:orralr�iliti l w. As the person authorized to sign on behalf of the 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 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 the 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 or on the Scrutinized List of Prohibited Companies. Note: The List is available at the following Department of Management Services Site: Discriminau,) Vendor List / Vendor Registration and Vendor Lists /_State 1 esources / State Ptrrch:a.sing f 1 crsrracss ��rat��c�s-..1 lorid�t J)ep irtnielit ca1 I�larnagern�\ices Non-Collusion Affidavit:The Company,by signing this Agreement, according to law on my oath, and under penalty of perjury, deposes and says that the person signing on behalf of the firm of the Company or the bidder making the Proposal for the project described in the Scope of Work has executed the said proposal with full authority to do so and 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. 8 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. Affidavit Attesting to Noncoercive Conduct for Labor or Services: The Company is required to provide an affidavit under penalty of perjury attesting that the Company 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 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 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. Company: All About Doors&Floors DBA/All About Doors&Windows MONROE COUNTY ATTORNEYS OFFICE gna C APPROVED AS TO FORM .. a �SWTAT&MY A'TTORNC Title: �DATE: 3-12.-2026 President Date: 3-12-26 9 1 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE F01/26/2026 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 rN hts to the certificate holder in lieu of such endorsements). o NTA T PRODUCER Lucia Estrella N,,.. �, ,,,,,,,, 786-947-0488 0A�f PHtPHONE. 305)226 8727 ACCURATE GROUP tdIC�I+IIaMCXt). ( .. EMAIL " . ., ., -. 8300 West Flagler,Suite 114 4 ?I4ESss accurale rtg @ _ Dales mal.com _ INSU,Rf)P t56" f ittalNt COVERAGE_ .._ _.. NlMIC Miami FL 33144 INSURERA. Burlington Insurance Company 23620 _..., INSURED INSURERB: ,.,., ..... _. ... ...... ......... .. .... „�„ ......... ,,,,, All About Doors&Floors Inc dba All About Doors&Windows INSURER c NorGauard Insurance Company 31470 4590 NW 72 Ave Miami FL 33166 "WSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT„ TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS _ ..._ ..a.., ,,,,,_ wE`FF POLkCY EXP LIMITS TYPE OF INSURANCE POLICY NU BER !'D I M446dD Y � X! COMMERCIAL GENERAL LIABILITY ! EACH OCCURRENCE S 1,000,000 a CLAIMS-MADE X'.00CUR �ITIiIrLSCfktTT ) 100'01101011111 MED EXP,�Aau)r one Irem�p I$„5,000 ., ......._. .. A X X 535B545201 07/24/2025 07/24/2026 PERSONAL a ADV IN PL/RV s 1,000 000 _ . GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL A(X�^ REGATE 5 2 000 OOO = POLICY X PE i,PRODUCTS CC"JENPdEV6 AGG 2,000,000 LOC 1 e.�— S f OTHER t N&C`�fNGLE 8Ipb1I& S � MBtl AUTOMOBILE LIABILITY ? FRM aCa,r4gP'b),�., e. tlYm., t5 accident) ' S AO WNED OS ONLY AUTOS SK BODILY INJURY(Per person) HIRED NON-OWNED a" BODILY INJNJU Y((Per cadent) 5 ANY AUTO I„ 2 WAWiR NM Yam AUTOS ONLY „AUTOS ONLY 1r I.{T"tC?'d;C.'uNSm(C)01 ,,... , ,,,,,,,,,,,,,... .,,, �i UMBRELLA LIAB F OCCUR j �. 1 EAObt OCCURRENCE ,,,,, EXCESS LIAB OLA,gM MAITF I AGGREGATE 5,... RETLNONS ATIO wOFtKERSCOMPENS ION I AND EMPLOYERS'LIABILITYITIf¢ ;ANYPROPRNEt"+OWPARTNEIVE''XFCUIWE `&'ItJ EL EACH,ACCIDENT t5 1000,000 C a FRCEAmr B R E�CL�:DED1 Ip Y NIAJ ALWC693488 07/27/2025:07/27/2026 (Mandatory lolNH) """'"... EL DISEASE-EAFMrfPLOYEP S 1,000,000 pRy�es d Ud, trt'd'0e aurreaAal�A' EL DISEASE RCILIC.I"�LIMIT r S 1,000,000 SC,RIPTT4„)N Of'OPER'ATiONS Wow I I 9 1 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 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 BOCC 1100 Simonton St Key West,FI 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DAoa113r2026' 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 ri hts to the certificate holder in lieu of such endon3eme s). PRODUCER , ........78 5-4110 13155 SW 42 St Ste 110 ESL ._.__....,,,,,,__...,.,., Miami,FL 33175 IN3URFAXS AFFORDING COVERAGE NAIc A _w.._...._ w .w.................m...........m.. ...._.m._w .. ........ _. ,... _ INSURER A: Slate Farm Mutual Automtile InsaaraclC Corn ... _ _ 25178„u INSURED INSURER 8: All About Doors&Windows LLC INSURERC: _. _ ... .,,,,_,_ _nn ............. 4590 NW 72ND AVE MIAMI,FL33166 INSIIRERE: .........._._�_......,,,,,, INSURER F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING 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. _.m_._............ �.........�., .._.....www� TYPE OF INSURANCE *wVp POLICY NUMBER...................m.,p,..... ..w N. ............... ...............�_.�...._.ww....�..............-�..__w_... ......,_...w�._._,.a..��,..w,W..NUMBER M LllrrT3 LTR ' COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE .,,,. $...,�,., .. _.....w .. CLAIMS-MADE OCCUR P. ...... MED EXP(Any ale parson) I E „__. ..,...,....�.. PERSONAL&ADVINJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE „ $ µ POLICY J CT LOC PRODUCTS COMP/OP AGG $ m OTHER, $ AUTOMOBILE LIABILITY 02110f2026 08/10/2026 ANYAUTO BpDILYINJ se URY1Perpern) S 250,OW OWNED SCHEDULED 0009217�FX-59 --- --�°° AUTOS ONLY AUTOS BODILY INJURY(Per ac�dertl $ 500,000 HIRED ' NON-OWNED PROPERTY WGAtAut $ 50.000 AUTOS ONLY AUTOS ONLY "' - ....... ^•-^ 2015 Isuzu $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $,.. .. EXCESS LIAR ......'...CLAIMS-MADE AGGREGATE $ _ DED RETENTION $ *K;FrT ............ OTH- WORKERS COMPENSATION AND EMPLOYERS'LIABILTY DAi - ......,..�...... ... •�^ "I""" Y/N ANY PROPRIETORIPARTNER/EXECUTIVE WAIF u#y� EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 1 _....... amWAryl In NH) EL DISEASE-EA EMPLOYEE S dosodbe..under EL DISEASE-POLICY LIMIT X F 0 PERATIONS bek7N DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Add Mnal Remarks Schedule,may be suached K ma,:space Is Pe Wred) 2015 Isuzu NPR vin JALC4W169177003601 add'I Insured Monroe County BOCC CERTIFICATE HOLDER CANCELLATION 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 AUTNOREZED RIEPRESENTATME Key West,FL 33040 '? ck -tom _ 1988-201S ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 1001456 132849.14 04-132022 M.(.)1llit�('11f i (,)[J11"'^I'i'Y COMI\/ill"i(mllW, U?.IE S ('O.11,lK'Y MM,W/U ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with:Avila Construction & GlaziSContract# Effective Date: TBD Expiration Date: 60 days after NTP Contract Purpose/Description: Marathon Professional Center Building Painting&Structural Repairs Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Breanne Erickson A427 erickson-breanne@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 41,860.00 Current Year Portion: $ 41,860.00 (must be$100,000 or less) (lf multiyear agreement then requires BOCC approval, unless the total cumulative amount is$100,06.00 or less) Budgeted?Yes No❑ Grant: $ n1a County Match: S n/a Fund/Cost Center/Spend Category: 304-24027- SC-00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Department/Office Director/ Signature: William Desantis - Assistant Director Joseph X. DiNovo Digitally signed by Joseph X.DiNovo County Attorney Signature: p Date:2026.04.10 12:32:34-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: y Date:2026.04.1013:47:59-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.04.15 1530:12-04'00' (email contracts C&monroecounty-fl.gov) Dlgitallysignod byAngelica Malcosky OMB Signature: Angelica Malcosky Date:2026.04.1608:56:00-04'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Rcvt^,c d V 1 0 2 2025 911 II1 a (u Monroe County Department of Facilities and Project Management Date: February 27, 2026 Scope of Work: Structural crack repairs in accordance with the attached drawings and painting of the entire building after repairs. Job Name: Marathon Professional Center Building Painting and Structural Repairs Job Location: 2945-2975 Overseas Highway Marathon, Florida 33050 Contact: Project Manager Name Sanders-Steven(cDmonroecounty-fl.go (305) 295-4338 Willie DeSantis desantis-wi,lliampmonroecounty-fl.gov NOTICE QE REQUEST FOR SERVICES NOTICE IS HEREBY GIVEN that Friday March 13, 2026, at 3:00 P.M. is the deadline for the Monroe County Department of Facilities and Project Management to receive quotes for the following: MARATHON PROFESSIONAL CENTER BUILDING PAINTING AND STRUCTURAL REPAIRS Monroe County, Florida Requirements for submission may be found on the County's electronic bidding platform at WW-s-'//m�onroe�count�-fl.bo�nfireh�ub.co�m OR www.monrgecounty- 19_0v/BonfireBids. The Public Record is available upon request. The Monroe County Department of Facilities and Project Management receives quotes via the Bonfire electronic bidding platform. Please do not e m a i 1 , mail or attempt to deliver in person any quotes. Emailed/mailed/physically delivered quotes/proposals/responses WILL NOT be accepted. The Monroe County Department of Facilities and Project Management hereby directs that quotes be submitted via the Bonfire electronic bidding platform at bonfirehub.com, no later than Friday, March 13, 2026, at 3:00 P.M. There is no cost to the respondent to use the Bonfire platform. PROJECT OVERVIEW, PROJECT INTENT AND SCOPE, GENERAL REQUIREMENTS 1. Project Overview a. A job walk is scheduled for Tuesday, March 3, 2026, at 10:00 A.M. at the job location. All Quotes are due by Friday, March 13, 2026, 3:00 P.M. via the Bonfire electronic bidding platform. All Quotes must state they will be good for one hundred twenty (120) calendar days from submittal due date. 2. Project Intent and Scope The scope of work includes the following: 1. Structural crack repairs in accordance with the attached drawings titled "Monroe County Recertification Assessment Structural Cracks Repair" completed by McFarland-Johnson, Incorporated dated December 10, 2025, 7 pages total. The proposed repair method includes embedding carbon-fiber stitches across the cracks, applying epoxy to seal the crack openings, and resurfacing the exterior walls. 2. Painting and sealing of entire exterior walls of building in accordance with the attached Specifications. The scope of work shall include the preparation, painting, sealing, finishing work, and related items necessary to complete the work described in the attached specifications. a, The Contractor shall pressure-wash building including windows and window frames. b. The Contractor shall remove old caulk/sealant and provide new sealant around doors and windows as required. c. The Contractor shall provide submittals on all materials and colors and receive County approval before application. d. The Contractor shall cover all windows and wall mounted light fixtures during painting and washing. e. The Contractor shall provide barricades to prevent the public and/or employees from the work area. The Contractor shall install "wet paint" signs, if barricades are removed, until the paint has dried. 3. Summary of General Requirements a. The Contractor is required to provide protection for all existing surfaces. This shall include, but not be limited to: i. Vehicles and Personal Property Page 3 of 33 ii. Trees and Landscape iii. Parking lot and sidewalks. b. The Contractor shall ensure that all non-exempt employees for this effort are compensated in accordance with all State and Local Laws. c. The Contractor shall provide a clumpster, containment bin, or similar device for the collection and containment of construction generated debris, d. The Contractor shall load, haul, and properly dispose of all construction debris. e. The Contractor shall provide and maintain appropriate (OSHA required) construction warning signs and barriers. f. The Contractor shall furnish all required work site safety equipment. g. The Contractor shall furnish and maintain on-site material safety data sheets ("MSDS") for all materials used in the construction. h. Construction times shall be limited to: 8:00 A.M. to 5:00 P.M. Monday- Friday. i. All materials shall be approved by submittal prior to commencement of work. j. The Contractor shall provide a lump sum price by Friday, March 13, 2026, 2026, at 3:00 P.M. via the Bonfire electronic bidding platform as noted herein. k. The Contractor needs to be aware of weather and location and plan accordingly. 1. The Contractor needs to be aware of the facility, its residents, and staff with unusual schedules and plan accordingly. m. The Contractor shall provide a safety lift plan for all crane/hoist work. n. The Contractor shall provide schedules for all phases of the project. o. The Contractor shall provide paper or electronic copies of all original device specifications, warranties, maintenance schedules, shop drawings, permits, repair and maintenance contacts, and any other information necessary for the proper functioning and maintenance of the equipment. Page 4 of 33 p. The Contractor shall coordinate all activities with concurrent site work being performed. q. By signing this agreement, the Undersigned has read and accepts the terms and conditions set forth by the Monroe County General Requirements for Construction, found at the following link on the Monroe County web page: http://fi-monroecoun!y.civicglus.com/Bids.aspx?CatlD=l 8 r. Insurance Requirements: Workers' Compensation Statutory Limits Employers' Liability $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease each employee General Liability $500,000 Combined Single Limit Business Vehicle $200,000 per Person $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners shall be named as Additional Insured on General Liability and Vehicle polices. s. The Contractor shall be required to secure and pay for all permits required to perform the work. t. The Contractor is required to have all current licenses necessary to perform the work. u. INDEMNIFICATION, HOLD HARMLESS AND DEFENSE. 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 (i) any claims, actions or causes of action, (ii) any litigation, Pa e 5 of 33 administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of 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). The monetary limitation of liability under this contract shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06, Florida Statutes. 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the County's sovereign immunity. v. NON-COLLUSION. By signing this proposal, the undersigned swears, according to law on his/her oath, and under penalty of perjury, that their firm executes this proposal with prices 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 proposal have not been knowingly Page 6 of 33 disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit a proposal for the purpose of restricting competition. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained in this paragraph in awarding contracts for this project. w. EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES. By signing this proposal, the undersigned 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. x. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. y. DRUG-FREE WORKPLACE. By signing this proposal, the undersigned certifies that the Contractor complies fully with, and in accordance with the requirements of Section 287.087, Florida Statutes, as follows: i. It will publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specify the actions that will be taken against employees for violations of such prohibition, ii. It will inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. Page 7 of 33 iii. It will give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in Subsection (i). iv, In the statement specified in Subsection (i), it will notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. V. It will impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, for any employee who is so convicted. vi. It will make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. ADDITIONAL CONTRACT PROVISIONS I. NON DISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY. 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. The Contractor or County agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of 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 Page 8 of 33 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) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. During the performance of this Agreement, the Contractor, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix 11, % C, agrees as follows: A. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, The Contractor agrees to post in conSpir,110LIS places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. B. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. C. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such Page 9 of 33 information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. D. The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, F. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. G. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. H. The Contractor will include the portion of the sentence immediately preceding Subparagraph (A) and the provisions of Subparagraphs (A) through (H) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result Page 10 of 33 of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. TERMINATION. A. In the event that the Contractor shall be found to be negligent in any aspect of service, the County shall have the right to terminate this agreement after five (5) days' written notification to the Contractor. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days' written notice of its intention to do so. C. Termination for Cause and Remedies- In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this agreement for cause with the Contractor should the 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 the Contractor with five (5) calendar days' notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this Agreement with the Contractor, the County shall pay the 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 the Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Article IX, Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon seven (7) days' notice to the Contractor. If the County terminates this Agreement with the Contractor, the County shall pay Contractor the sum due the Contractor under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to the Contractor shall not exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located in Article IX, Section 2-721 et al. of the Monroe County Code. Page 11 of 33 E. Scrutinized Companies: For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Subsection 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Subsection 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection 287.135(4), Florida Statutes, are met. lll. MAINTENANCE OF RECORDS. Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the termination of this agreement or in accordance with the State of Florida retention schedules (https://dos.fl.gov/1ibrary-archives/records-management/general-records- schedules/), whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for the applicable retention period following the termination of this Agreement. If an auditor employed by the County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid by the County. IV. PUBLIC ACCESS. The Contractor and County shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor and County in connection with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. Public Records Compliance. The Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, Page 12 of 33 records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Contractor is required to: A) Keep and maintain public records that would be required by the County to perform the service. B) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 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 County. D) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. E) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the Page 13 of 33 requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12 TH ST., SUITE 408, KEY WEST, FL 33040, publierecordsAmonro.ecounty-fl.gov, (305) 292-3470. V. RIGHT TO AUDIT. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by the Owner or by the Monroe County Office of Clerk and Comptroller("County Clerk")to substantiate charges related to this Agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. The Owner or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, Nae 14 of 33 verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55,03, Florida Statutes, running from the date the monies were paid to Contractor. The Right to Audit provisions survive the termination or expiration of this Agreement. VI. PAYMENT OF FEEWINVOICES Payment will be made by the Owner, upon receipt of a proper invoice from the Contractor, in accordance with the Florida Local Government Prompt Payment Act, Section 218.735, Florida Statutes and Monroe County Code. The Contractor is to submit to the Owner invoices with supporting documentation that are acceptable to the 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. The Owner is exempt from sales and use taxes. A copy of the tax exemption certificate will be provided by the Owner upon request. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when the Contract has been fully performed by the Contractor and the work has been accepted by the Owner. VII. E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. Pursuant to Section 448.095: A) A public agency, Bidder, or subcontractor who has a good faith belief that a person or an entity with which it is contracting has knowingly violated Subsection 448.09(1) shall terminate the contract with the person or entity. Pa-),e 1.5 of 33 B) A public agency that has a good faith belief that a subcontractor knowingly violated this subsection, but the Bidder otherwise complied with this subsection, shall promptly notify the Bidder and order the Bidder to immediately terminate the contract with the subcontractor. C) A contract terminated under this paragraph is not a breach of contract and may not be considered as such. If a public agency terminates a contract with a Bidder under this paragraph, the Bidder may not be awarded a public contract for at least 1 year after the date on which the contract was terminated. A Bidder is liable for any additional costs incurred by a public agency as a result of the termination of a contract. VIII. NOTICE REQUIREMENT Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested, postage prepaid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: For Contractor: V I <1_ Avila 6instruction & Glazing Inc. 17304 Walker Ave Ste 122 Miami, FI 33157 For Owner: Director of Facilities and Proiect Management 1100 Simonton St., Room 2-216 Key West, Florida 33040 County Attorney Assistant County Administrator, PW & E 1111 12th Street, Suite 408 1100 Simonton Street Key West, Florida 33040 Key West, Florida 33040 IX UNCONTROLLABLE CIRCUMSTANCE. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared Page 16 of 33 emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project; (each, a "Uncontrollable Circumstance"). Contractor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement, The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek additional time at no cost to the County as the Owner's Representative may determine. The Contractor may only seek a no cost Change Order for such reasonable time as the Owner's Representative may determine. X. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration, This provision does not negate or waive the provisions of Article 11 concerning termination or cancellation. Page 17 of 33 PROPOSALFORM PROPOSAL TO: Monroe County Department of Facilities and Project Management 1100 Simonton St., Room 2.216 Key West, FL 33040 PROPOSAL FROM: Avila Construction & Glazing Inc 17-304Walker Ave Suite 122 Miami, Fl 33157, The undersigned, having carefully examined the Work and reference Drawings, Specifications, Proposal, and Addenda thereto and other Contract Documents for the construction of: MARATHON PROFESSIONAL CENTER BUILDING PAINTING AND STRUCTURAL REPAIRS and having carefully examined the site where the Work is to be performed, having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself/herself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the Work, does hereby propose to furnish all labor, mechanics, superintendents, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said Work and work incidental hereto, in a workman-like manner, in conformance with said Drawings, Specifications, and other Contract Documents including Addenda issued thereto. The undersigned further certifies that he/she has personally inspected the actual location of where the Work is to be performed, together with the local sources of supply and that he/she understands the conditions under which the Work is to be performed. The proposer shall assume the risk of any and all costs and delays arising from the existence of any subsurface or other latent physical condition which could be reasonably anticipated by reference to documentary information provided and made available, and from inspection and examination of the site. The undersigned agrees to commence performance of this Project within ten (10) calendar days after the date of issuance to the undersigned by Owner of the Purchase Order. Once commenced, undersigned shall diligently continue performance until completion of the Project. The undersigned shall accomplish Substantial Completion of the Project within Sixty (60) calendar days. The undersigned shall accomplish Final Completion of the Project within Thirty (30) calendar days thereafter. Pa 18 of 33 The Base Proposal shall be furnished below in words and numbers. If there is an inconsistency between the two, the Proposal in words shall control. Forty one thousand eight hundread and sixty Dollars (Total Base Proposal- words) $41 860.00 Dollars (Total Base Proposal — numbers) I acknowledge Alternates as follows: N/A I acknowledge receipt of Addenda No.(s): No.1-A 2 Dated 03/06/2026 & 03/21/2026 Page 19 of 33 In addition, the Proposer states that he/she has included a certified copy of Contractor's License, Monroe County Business Tax Receipt, and Certificate of Liability showing the minimum insurance requirements for this project. Execution by the Contractor must be by a person with authority to bind the entity. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, as follows: Contractor:AvilaConstruction&Glazinglnc. Mailing Address: 17304 Walker Ave Suite 122 Miami, Fl 33157 Phone Number: 786-256-0913 E.I.N.: 45-2669204 Email:avilaglazing@gmail.com Date:03/27/2026 Signed: Enrique Avila (Name) President/Qualifier (Title) Contractor's Witness signature: Witness name: Date: The County accepts the above proposal: MONROE COUNTY, FLORIDA y Digitally signed by Christine Hurley Christine Hurle Date:2026.04.16 11:12:13-04'00' Date: By: County Administrator or designee MONROE COUNTY ATTORNEYS OFFICE APPROVED AS TO FORM .-,Asss-rANTc3uNTy ANEY DATE: 10-2206 Page 20 of 33 NON-COLLUSION AFFIDAVIT 1, Enrique Avila of the city Miami Florida according to law on my oath, and under penalty of perjury, depose and say that: 1. I am President/ Qualifier of the firm of Avila Construction & Glazing Inc. the proposer making the Proposal for the project described in the notice for calling for proposals for: Concrete repairs and Paint and that I executed the said proposal with full authority to do so; 2. The prices in this proposal 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 proposer or with any competitor; and 3. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to proposal opening, directly or indirectly, to any other proposer or to any competitor; and 4. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit, or not to submit, a proposal for the purpose of restricting competition; and 5. The statements contained in this affidavit are true and correct, and made with full knowledge of said project. &.e r w 03/27/2026 (Signature of Proposer) (Date) STATE OF: Florida COUNTY OF: Miami Dade Subscribed and sworn to (or affirmed) b by means of U"p'hysical presence or 1771 online nota rization, on .` 7 (date) by (name of affiant). He/She is h Q, me,ors produced a (type of identification) as identification. NOTARY LI,C, Y (SEAL) -AN My'commission expires: 7 JORGE ROUSSEAU NOTARY PUBW-STATE OF FLORIDA NO. HH 214566 My Comm.Ex pka 05104(2026 Page 21 of 33 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Avila Construction & Glazing Inc If (Company) warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of 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 contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee". V " IP4I', I 1'i"71' (Signature) Date:03/27/2026 STATE OF: Florida COUNTY OF: Miami Dade Subscribed and sworn to (or affirmed) before me, by means of ahysical presence or 0 online notarization, on 7,' (date) by (name of affiant). He/She is er5c.�r'ra�i _Known i'6-m6-'err has produced (type of identification) as identification. NOTARY F.r LfC-- (SEAL) My commission expireS:—ql JORGE ROUSSEAU 12 2? NOTARY KJ"-STATE OF FLORIDA NO. HH'214566 My Comm.Expires 0510412026 Page 22 of 33 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute Section 287.087 hereby certifies that: Avila Construction & Glazing Inc (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. . A& 1 V V'17 I7 ��".......... Proposer's Signature 03/27/2026 Date STATE OF: 3, COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of M/p'hysical presence or El online notarizatio 2 n, on (date) by (name of affiant). He/She is(��rs ?!!y_�known n4`or has produced (type of identification) as identification. ) JORGE ROUSSEAU NOTA�46BLIC (SEAL) NOTAW PURX-STATE OF FLORIDA My commission expires:_ NO.NH 214566 MY Comm.Expims 00M6 Pai!e 23 of 33 LOCAL PREFERENCE FORM A. Vendors claiming a local preference according to Ordinance 023-2009, as amended by Ordinance No. 004-2015 and 025-2015, must complete this form. Name of Bidder/Responder Enrique Avila .Date:03J27/2026 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one (1) year prior to the notice of request for bids or proposals? No (Please furnish copy.) 2. Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or services being offered to Monroe County? No (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one (1) year prior to the notice of request for bid or proposal.) List Address: N/A Telephone Number: 3. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services or construction to local businesses meeting the criteria above as to licensing and location? No If yes, please provide: A. Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one (1) year prior to the notice or request for bid or proposal. B. Subcontractor's physical business address within Monroe County from which the subcontractor operates: (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one (1)year prior to the notice of request for bids or proposals) Telephone Number: 786-256-0913 Address: 17304 Walker Ave STE 122 Miami, FI 33157 Print Name: Enrique Avila Signature and Titl ,_of Aupt m, id B or i d er/Responder: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of [B/� hysical presence or El online notarization, on by (name of affiant). He/She is''`pers?!j lly known to me or has produced (type of identifi Ic JORGE ROUSSEAu �ion) as identification. 40 NOYAW PtUMX-STATE OF KMW L NO.RH 2114566 NOTWOYTaUBLIC _E (SEA My Comm Expires 0510412026 expires: My commission ex Pa 24 of 33 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Enrique Avila (Pro poser's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months, xruru xxk (Signature) Date: 03/27/2026 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ti/physical presence or El online notarization, on (date) by A V (name of affiant). He/She is ersonally-know._. n-46 me or has produced �.�_..._._.�.„ (type of identification) as identification. NOTARY BLJIC (SEAL) My commission expires: xpires JOR710:USHMM - NOtARY PUMC-RATE OF AXAM NO.NH 214566 My Comm.Expk"0*04M Page 25 of 33 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS aLo ect Description(s):Concrete Repairs and Paint Respondent Vendor Name:,,Avila Construction & Glazing Inc. Enrique Avila Vendor's Authorized Representative Name and Title: Enrique Avila PresidentJ Qualifier City: Miami State: FI Zip: 33157 Phone Number 786-256-0913 Email Address: avilaglazing(a),qmail.com .Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing u contract for goods or oomioea of any amount if, at the time of contracting or renewo|, the company is on the Scrutinized Companies that Boycott /mnae| Liat, created pursuant to Section 215.4725, Florida Bbatuk*a, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors Lists which were created pursuant to Section 215.473, Florida Statutes, mrie engaged in business operations in Cuba orSyria. AS the person authorized to sign on behalf of Respondent, | hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1.000.000 or more is not Uebad on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors L|st, or engaged in business operations in Cuba orSyria. | understand that pursuant to Section 287.135, Florida Stotutee, the submission of m false certification may subject company to civil penahime, ettomey'a fees' and/or costa. | further understand that any contract with the County may be terminated, at the option of the County, ifthe company is found to have submitted o ha|mg certification or has been placed on the Scrutinized Companies that Boycott |oroe| List orengaged in o boycott ofIsrael or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List or been engaged in business operations in Cuba or Syria. Certified By: Enrique Avila, who is authorized to sign un behalf nf the abp ncedcompany. Authorized Si nature: Print Name: Enrique Avila Title: President/Qualifier Note: The List are mwsi|ob|e ot the following Department of Management Sen/im*a Site: P,urchasing/vendor information/convict ed suspended discriminatory complaints vendor lists Page 26 of33 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES .............. Entity/Ve Or Narric: Avila Construction & Glazing Vendor FEIN.: 45-2669204 Vendor's Authorized Kepligse ALdtiye. E��ric{uc Avila — .!'resident/Q lifer (Name and Title) Address: 17304 Walker Ave Suite 122 City:-Miami State:FL Zip:33157 J?-bo1n.eN'urnber: 786 256-0913 Ei Address:avilag],aizing,Cq,jiriaij-,'cM As a non-governinental 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: I- 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 ofthe 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 ally person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fralld or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 Of Section 893.03 to any person f*oi-the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of peKjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified Bv: Avila Construction & Glazing Inq, who is authorized to sign on behalf'of the above referenced company. AlAthorizzLed Sig—nature- f Y'lPe 1016? Print Name: Enricitic Avila Title: sid e ualificr Pave 27 of 33 INSURANCE REQUIREMENTS AND FORMS MONROE County, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES General Insurance Requirements For Other Contractors, Subcontractors and Professional Services As a pre-requisite of the work and services governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. Alternatively, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. 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 deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor will be held responsible for all deductibles and self-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. Pa Lye 28 of 33 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, The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 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. Pa 29 of 33 PROPOSER'S INSURANCE AND INDEMNIFICATION STATEMENT INSURANCE REQUIREMENTS Workers' Compensation Statutory Limits Employers' Liability $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease each employee General Liability $500,000 Combined Single Limit Vehicle $200,000 per Person (Owned, non-owned, and hired vehicles) $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit Builders Risk Not Required Construction Bond Not Required The Monroe County Board of County Commissioners shall be named as Additional Insured on General Liability and Vehicle policies. INDEMNIFICATION, HOLD HARMLESS and DEFENSE. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii)any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-contractors or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). The monetary limitation of liability under this contract shall Page 30 of 33 be not less than $1 million per occurrence pursuant to Section 725.06, Florida Statutes. 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. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement, PROPOSER'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all of the requirements herein. I fully accept the indemnification and hold harmless and duty to defend as set out in this proposal. Avila Construction & Glazing Inc/ Enrique Avila PROPOSER Signature Pa Lye 31 of 33 INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the proposer named above. The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES SCB-GL-000005288-1 03152696 Liability policies areeach Occurrence Claims Made .. ..... . .. . . ... . Delatarre Insurancerrrzgrc r`�r Insurance Agency Signature Page 32 of 33 ATI ADIMENT "A" Project scope Inclusions: Exterior • Seal all vertical stucco exterior surfaces • Paint all vertical stucco exterior surfaces • Seal and paint parapet Interior N/A Exclusions: • Paint Walkways • Paint Roof The work will consist of all preparation, painting, finishing work and related items necessary to complete work described in these specifications and listed in the remaining pages included within this specification. Canhaclor sha4 stfictitt adhwe,to ali appiicalAe fedeml,stateand 6ocai rel;Wafions assodated Mh proper lead-,safe work ienovabon, mlpaor and painting pnacticies and pro",eduries 13tate and locW reg0abons rnay be more stftt Own la i!ose set u.mder the federiil regr.dafions, The federal practices and proce&wes are detaiWd in EPA's Lira ad Renavabon, Repair and Pa nfing Program Regu�ations Rtge(RRP)40 CFR Part 745,Subpart E, and as arnended Srec.ffics associated with the RRP RuPe pertaining Roo C e lfficaboru", individuai"Corfified Renovator"Cwtificafion,hire-work actMties (notification&tesfing),oa,cupanl protea;Ikm I w(.,4,k site,prepwation meaSUres,safe work/prohibited work MW fora N1, dfkW)-Ul)/duan,L&p,)ve6ficafion/wastc disPOSW I dearance tesUnq oaf app6cable),uuuu dkeeping an.i worker trairOriq cnterua can be obtained on EPK;,i webs0e www iiepa govneafj, WARNIM Removal of old p%ihK by,sanding %cparging or other rnearm may gerwerate dust or fumes that contain le,ad.Expostire tf,!r lead dust air furrtt)q may cause brain dwrage or otheiradverse heafth effects, especially in children or pregnant women,Controlifiag exposure'to lead or other,hazardous substa,nous rpequires the use of proper protective equiprnent,such as 42 propedy fitbad respirator(NOOSH, approved)and proper contWnmerrt and cleanup,For nmtv information,call the Natiorial Lead Information Center at 1_800.424,LEAD(hi US)or contact YOLIHOcai health authority.Removal rnust be done M accordance with EPA Renovation,Repair and Painting Rule and all related state and local reguhitions,Care should be taken to Rule,foflow all'state and for regitflations which awy be more strict Umn than those set under Ow federal RRP Coating Schedule Stucco, EIFS, Brick and Other Masonry Surfaces including Walkway walls and Ceilings A. Prime Coat: Loxon Conditioner (LX3 Series) (applied 200-300 sq.ft. per gallon) B. First Finish Coat: Duration Acrylic Satin Finish (4 mils WFT or 1.5 mils DFT) C. Second Finish Coat Duration Acrylic Satin Finish (4 mils WFT or 1.5 mils DFT) Parapet Walls If Applicable (if applicable) A. Prime Coat: N/A B. Intermediate Coat: N/A A. Finish Coat: N/A Aluminum Soffit Gutters and Downspouts Metal Fencing and Railings If Applicable A. Spot Prime Coat: Pro Industrial Pro-Cryl (1366-1310 Series) (5-10 mils WFT or 2-4 mils DFT) B. Finish Coat: Direct to Metal Exterior Acrylic Satin Finish Fi (4 mils WFT or 1.6 mils DFT) Caulks �� "��s��*�/ and Sealants Execution A. Do not begin application of caulk or sealants until substrates have been properly prepared. Notify the Operations Manager of unsatisfactory conditions before proceeding. B. If substrate preparation is the responsibility of another installer, notify the Operations Manager of unsatisfactory preparation before proceeding. C. Proceed with work only after conditions have been corrected, and approved by all partiea otherwise application of caulks and sealants wiUbeoonoidemdaman acceptance ofou�ucecundiUonm. ' Surface Preparation A. Clean all joints by removing any foreign matter nr contaminants that would impede adhesion of the sealant tothe building material. The surface must bo dry and in sound condition. Remove oil,dust,dirt loose peeling paint or other contamination hrensum good adhesion, ' ' B. Porous materials are usually treated by mechanical means and nonporous surfaces by a solvent wipe that is compatible with the building substrate being used. Note: For porous surfaces,the use of detergent or soap& water ia NOT recommended. C. Existing sealants intended to be painted should be tested to assure coatings will fully adhere. Silicone sealants cannot be painted unless tested and approved by Sherwin-Williams and Owner. D. Priming:When required, apply u primer. Do NOT allow it10 pool orpuddle. E. Install backup materials as required to ensure that the recommended depth is regulated when using the backup material, F. No exterior caulking should be done immediately after a rain, during foggy weather, whunnainiapredicted.or when the temperature is below 501F, unless products are designed specifically for these conditions. Caulk& Sealant Installation A. Apply all caulks and sealants with manufacturer specifications inmind. B. Do not apply,o wet or damp surfaces. 1. Wait at least 30 days before applying to new concrete or masonry,or follow manufacturer's procedures\o apply appropriate sealants prior 1o38days. 2. Wait until wood is fully dry after rain or morning fog ordew. C. Apply sealants using methods recommended bymanufacturer. D. Uniformly apply caulks and sealants without skips, voids or sags.Tool bead to a consistent, smoothsurface, PVC. P|asbc, Brick,Stone, K8osonry, Marble,Stucco, Camnen*|*ious Siding,Vinyl Siding, Wood: }. Exterior Polyurethane: Bhenmin'VN||iamaLoxon H1 Concrete:Vertical Applications 1. Exterior Polyurethane: Sherwin-Williams LoxonH1 Concrete: Horizontal Applications 1. Exterior Polyurethane: Sherwin-Williams:Loxon SL1 one Component Self Leveling for Horizontal Surfaces Gaps:Window&Door Frames 1. Interior/Exterior Insulating Foam: Sherwin-Williams STOP GAP! Minimal Expanding Insulating Foam Gaps: Large Areas 1. Interior/Exterior Insulating Foam: Sherwin-Williams STOP GAP!Triple Expanding Insulating Foam Glass: Glazing 1. Exterior Latex: Sherwin-Williams White Lightning Window&Door Siliconized Acrylic Latex Glazing Compound Glass: Non-Structural Sealing 1. Exterior: Sherwin-Williams White Lightning All Purpose Silicone Ultra Metal:Ferrous and Non-Ferrous 2. Exterior Polyurethane: Sherwin-Williams LmxonS1 One Component Smooth E|FS 1. Exterior Polyurethane/Silicone Hybrid: Contractor Responsibilities Pre-Bid It is recommended that a pre-bid meeting be conducted with all interested parties attending.The purpose is to review the general requirements of the project and perform a general inspection.The meeting shall be assigned at the owner's discretion.The time,date,and place are also at the owner's discretion. Sherwin-Williams will also attend the meeting, It is the responsibility of the bidder to fully understand the scope of work and the conditions under which work is to be performed. Failure to attend shall not relive a bidder from full performance of any contract awarded to the satisfaction of the solicitor. Bidders are strongly recommended to attend. Scope of Work Work in general includes surface preparation,surface repair, caulking, sealants, patching and application of the paint coating to the substrates and systems outlined in this specification and approved by owner or owner's agent. Materials 1. All materials specified are from The Sherwin-Williams Company. 2. All paints shall be delivered to the job site in the original container with the manufacturer's label intact. 3. The paint shall be used and applied per label and data sheet instructions. The material shall not be thinned or modified in any way unless specified herein. Manufacturer's recommendation for proper surface preparation shall be followed. All data sheets on specified materials are available from your local Sherwin-Williams representative or www.paintdocs.com. 4. All paint and sundries at the job site shall be available for inspection at any time upon commencement of the job by the owner,owner's agent, or a Sherwin-Williams representative. Protection of Substrates Not to be painted 1 Contractor shall protect his/her work at all times and shall protect all adjacent work and materials by suitable covering or other methods during progress of work.The contractor will protect all adjacent areas not to be painted by taking appropriate measures.Areas to be protected are windows, brick, surrounding lawn,trees,shrubbery, floor and steps. Upon completion of work, he/she shall remove all paint droppings and over-spray from floors, glass,concrete and other surfaces not specified to be painted. Minimum Specifications 1- If instructions contained in this specification, bid documents or painting schedule are at variance with the paint manufacturer's instructions or the applicable standard, and codes listed, surfaces shall be prepared and painted to suit the higher standard, ma determined byShmnw|nYWU|oma the o Sherwin-Williams, r management representative. Resolution of Conflicts -- 1. Contractor shall be responsible for stopping work and wqueo pmmpXc|ad�caUonwhen inm�uctionaare|ao�ng when conUi�soccur in the upeoi8��ionoan�orpai/�manufacturer's|itoo�une. or the pmceduneoape�fiedare ' not clearly understood,Any questions concerning these specifications should be clarified prior to commencing the job. Any changes to these specifications would require written approval by Sherwin-Williams,the customer or customer's representative. Coordination of Work _ 1. The general contractor and subcontractor shall be responsible for coordination of his work with the other crafts and contractors working on the same job and with the Management Company or owner. Safety— 1. All pertinent safety regulations shall b*adhered tmrigidly. In addition,all safety noted on the manufacturer's Product Data Sheets and labels shall be observed. Material Safety Data Sheets and Product Data Sheets are available from your local Sherwin-Williams store or representative or by visiting www.sherwin-williams.com. 2. Verify the existence of lead-based paints on the project. Buildings constructed after 1978 are less likely to contain lead-based paints. ||lead-based paints are suspected on the pnoject, all removal must be done in accordance with the EPA Renovation, Repair and Painting Rule or similar state regulation, Verify that owner has completed a Hazardous Material Assessment Report for the project prior to issuing of Drawings. jobsit0 \/isitatigD _ 1. The contractor shall be responsible for visiting the jobsite and familiarizing himself with the job and working conditions. 2. All work during application is subject to inspection by the owner or his representative. 3. |\will be the paint contractor's responsibility 0o own and use a wet film thickness gauge Ln check his application thickness aaheproceeds. 4. Contractor and owner have complete responsibility for ensuring that the project specifications are followed, notwithstanding periodic visits to the project by any Sherwin-Williams representative. 5. Any questions concerning these specifications should be clarified prior to commencing the job.Any changes to these specifications would require written approval of the owner,agent, or Sherwin-Williams representative. Surface Preparation � 1. Each surface shall bm cleaned, scrapped, sanded and prepared ua specified. The painting contractor in responsible for the finish of his work, Should any surface be found unsuitable to produce a proper paint or sealant finish,the project representative shall be notified, in writing,and no materials shall be applied until the unsuitable of surfaces and thereafter as fit and proper to receive finish. Contractor shall be fully responsible for satisfactory work. 2 All deteriorated ordelamineted substrates (ie.wood, hardboard siding,T'111. stucco and masonry ah�|bom with ' deo b�ominatd�donin surfaces) accordance with specifications. Delaminating substrate is defined as a substrate surface that paint iabeing applied to lifting or peeling away from the previous coating/s or original substrate/s. 3. All exterior surfaces tobe painted shall be pressure cleaned,scrapped |o remove all dirt, miWew pe�|ingpoint chalk and any foreign materials detrimental to the new finish (see Pressure VVmohing). ' ' 4. Thoroughly sand all glossy surfaces to create a profile for paint and/or primer to adhere to. 6. Apply caulks and sealants where appropriate. All existing underperforming caulks or sealants should be removed and replaced with sealant aospecified. Allow sealant to cure for specified time in dry weather before paint im applied. NOTE: him recommended to apply all primers first and then apply sealant before topcoat ioupp|ied See specified sealants section. ' G. Knots and pitch streaks shall be scraped, sanded and spot primed before full priming coat is applied. All nail holes or small openings shall be patched after priming coat is applied.Any wood that is rotten,cracked, delaminated or water damaged should be replaced. Any loose or peeling paint should be removed by sanding and scraping.All hard,glossy surfaces should be sanded down 0o create a profile for new paint 10 adhere. Fill nail ho|ee impedecUnnaand cracks with putty(color to match primar). Edges,corners and raised grain eheUbe prepared by sanding.Apply sealants(o all joints between wood items with a specified sealant. 7. All masonry surfaces should be scrapped and cleaned to remove all peeling paint,delaminated surfaces or substrates, chalk, dirt, stains,efflorescence and other surface contaminants. These areas shall be pressure washed and scrubbed with a cleaner/degreaser solution.After cleaning if there is still chalk evident this should be brought to the owner's attention in writing before any further work is done. Use an industry accepted patch or filler to assure a visually aesthetic finished substrate.Any masonry surface should be toughly tested to assure the surface pH levels are within accepted range ofooadng/ntobeapplied. G. Brick must be free o[dirt, loose or peeling paint, loose and excess mortar, de|aminoting layers o/the bricb and foreign material.AUbrick should be allowed to weather for ut least one year fo||ovvedbywimbmehingtor`-muva eff|oeanence.Treat the bare brick with one coat ofLoxonCundibonmr. Any amaaof breakage shall by patch and dried using specified Sherwin-Williams patching compound in accordance with Product Data Sheet instructions before coatings are applied, 8. All galvanized gutters and flashing should be thoroughly cleaned and sanded to remove loose and peeling paint. Any bare galvanized metal should be wiped down with a non-petroleum solvent cleaner. 10.All ferrous metals should be thoroughly cleaned and all loose rust or mill scale be removed by wire brush, scraper and/or power tool, Such as an electric drill with wire brush attachment.Any rust spots or bare metal should receive the specified prime coat. Any hard, glossy surfaces should be sanded or dulled. Previously painted hand rails in sound condition should be washed down with astrong degreasing cleaner such aa Krud Kuttor, M-1 House Wash or Simple Green, 11.All vinyl siding should ba clean thoroughly by scrubbing with o warm, soapy water solution. Rinse thomugh|y Do not paint vinyl siding with any color darker than the original color, unless the product and color are designed '~'r Such use. Painting with darker colors may cause siding Lowarp. 12.Cement Composition Siding/Pane|/Fiber Cement Sidings : Remove all surface contamimutionby washing with an appropriate cleaner, rinse thoroughly and allow to dry. Existing peeled or checked paint should be scraped and sanded to a sound surface. Pressure clean, if needed,to remove all dirt,dust, grease,oil, loose particles, laitance, foreign material, and peeling or defective coatings.Allow the surface todry thoroughly.The pHmf the surface should be7or less, unless the products are designed tobe applied\o high pHsubetratos' 13.EIFS: Remove all surface contamination by washing with an appropriate cleaner, rinse thoroughly and allow to dry. Remove and replace any peeling orde|aminaLingsurfaces. Replace BFSto manufactures recommendation. Moisture � All areas that could cause paint failure due to moisture should be addressed and eliminated. This would include but is not limited to: 1. Gutters and downspouts not working properly. 2. Previous coats of paint not adhering properly. 3. Wood checking (cracks and splits mwood), 4. Deteriorated caulking orsealant. S. Gaps between substrates. G. Rotten wood. 7, Areas affected by water splashing. 8. Painting in inclement weather. Q� Painting onun-drysubstrate. 10.0n-nau|ked nail holes. Pressure Washing & Surface Preparation � 1. Pressure wash nr water blast to remove oil,grease, dirt, loose mill scale and loose paint by water at pressures of 250O30OOp.o.i Power tool clean per 88PC-BP3ho remove loose rust and mill scale. Hand tool clean per B8PC- SP2andsand all glossy surfaces Vo promote adhesion. 2. Remove mildew per the following: b. Tools: Stiff brush, garden pump sprayer or chemical injector power washer method. c. Remove before painting by washing with a solution cd1 part liquid bleach and 3 parts water. Apply the solution and scrub the mildewed area,Allow the solution to remain on the surface for 10 minutes, Rinse thoroughly with water and allow the surface to dry before painting. Wear protective eyewear, waterproof gloves, and protective clothing. Quickly wash off any of the mixture that comes in contact with your skin. Do not add detergents or ammonia to the bleach/water solution. Application — 1. Contractor shall be responsible for notification of owner's representative before beginning work if conditions substantially exceed Scope ofWork. 2� Contractor shall protect his/her work at all times and shall protect all adjacent work and materials bysuitable covering or other method during progress of the work. Upon completion of work, he/she shall remove all paint and varnish spots from floors,glass and other surfaces. He shall remove from premises all rubbish and accumulated materials of whatever nature not caused by others and shall leave his part of work in a clean, orderly, and acceptable condition. O. Remove and protect hardware, accessories, device plates, lighting fixtures,factory finished work and similar items or provide ample in-place protection, Upon completion of each space, carefully replace all removed items. 4. Cover all electrical panel box covers and doors before painting walls. Omit if covers have been previously painted. 5 Materials shall be applied under adequate illumination, evenly spread and flowed on smoothly to avoid runs sags, d� and sheen bz provide aun�onnappea�nce. ' 6. All coats shall be dry to manufacturer's instructions before applying additional coats. l Anymaaon9surf000wiUhane|evutedpH|eve|or^hotopNs^ahaUbeaea|odwi1haauitab|ephmenboa|mrphur&o application o[finish coat. High pHia considered ota level of7pHnrgreater. 8. When spray painting is specified, contractor shall finish 100 square feet by spraying a sample of finish upon request of owner. This shall be finished with materials specified and shall be called a Pilot Wall. 8. Exterior doors with paintable tops, bottoms, and side edges should be painted or sealed using the Door Manufacturer's paint specification and recommendations. 1O.Building by building inspections will be made by the owner or his representative. If requested, a Sherwin-Williams representative may participate in these visits for technical consultation. 11.All repairs, replacements and applications are to meet or exceed all manufacturers'and attached specifications. 12.Elastomeric coatings shall not be applied directly over pre-existing elastomeric coatings. 13.Coverage and hide shall be complete. When color, atain, dirt, or undercoats show through final coat ofpaint, surface shall be covered by additional coats until paint film is of uniform finish, color, appearance and coverage (regardless of amount ofcoats specified), Workmanship & App|ication Conditions - 2. Keep surface dust,dirt and debris free before, during, and after painting, until paint is cured. 3. Execute work in accordance with label directions. Coating application shall be made in conformance to this specification and tothe manufacturer's paint instruction on the labels and Product Data Sheets. 4. All work shall be accomplished by persons with the necessary skill and expertise and qualified to do the work in a competent and professional manner. 5. All shrubbery,outside carpeting and sprinkler systems shall be fully protected against damage during each stage of the painting project. 5. Paint all previously painted ourfauea, induding, but not limited to:stair systems, light poles and fixtures, puu| fence, and underside of balconies.Any potentially hazardous substrate shall be reviewed with owner and owner's agent.All necessary safety precautions must be fully taken 10 ensure worker's safety. 7. All exterior substrates designated not to receive paint coatings shall be kept free of paint residue, ie.. windows, outdoor carpeting, walkways, etc. 8. Owner shall provide water and electricity from existing facilities. 9. Normal safety and "wet paint"signs, necessary lighting and temporary roping off around work areas shall be installed and maintained in accordance with OSHA requirements while the work |minprogress. 10.A progress schedule shall be furnished by the contractor to the owner for approvaland shall bo based onthe contract completion date. Contractor shall advise the owner of those areas in which work is to be performed sufficiently in advance of the work schedule 0z permit the owner to prepare for the mmnk. advise reaide�n move vehicles, etc. ' 11. Do not paint over any code required labels or any equipment identification, performance rating, name or nomenclature plates. 12.Coverage and hide shall be complete. When color, stain, dirt, o/undercoats show through final coat ofpain1 au�aceshall bo covered by additional coats unh| paint film ieof uniform finish, color,appearance and coverage (regardless ofamountof coats apecif|ed). Weather — 2� All materials are to be applied in accordance with the product data page in regards to weather conditions. Stop exterior work early enough in the day to permit paint film to set up before condensation caused by night temperature drops occurs. 3. Do not begin painting until surfaces are moisture free. Color Schedule � 1. Tobe approved byowners. 2. The owner and project coordinator should be aware that certain colors, especially darker tones,fade more rapidly than other colors, regardless of the product manufacturer, product type,or substrate to which the product ia applied. It is advisable for the owner, project coordinator, and/or porson responsible for color selection to consult with Sherwin-Williams early|nthe planning stage to assure the most durable combination of tinting formulation is used to achieve the desired color. Additionally, color selection affects the hiding ability of the finish coats. Custodian � 1. Upon conclusion o[the project,the Contractor orpaint manufacture/supplier shall furnish a coating maintenance manual, such as Sherwin-Williams"Custodian Project Color and Product Information"report or equal. Manual shall include an Area Summary with finish schedule,Area Detail designating where each prod uct/color/f inis h was used, product data pages, Material Safety Data Sheets,care and cleaning instructions,touch-up procedures, and color samples of each color and finish used. This specification has been written for the purpose of identifying the products and procedures to be followed based upon the scope of work herein defined. A preliminary visual inspection was performed prior to writing these specifications. However, the inspection and these specifications do not necessarily encompass certain preexisting conditions and/or inherent problems that may exist in the building structure. These conditions may be, but are not limited to: faulty roof or window structures, stucco and/or masonry degradation, loose railing stanchions and/or any other existing conditions which may directly or indirectly affect the adhesion and performance of any newly applied coating system. Therefore, it may be necessary to solicit the expertise of an engineer to determine any additional remedies to be implemented in conjunction with these specifications. Specifications or label directions should be thoroughly understood and followed to comply with all warranty requirements.Any deviation from this specification, product label directions, or product data pages without consent from the appropriate management of Sherwin-Williams may result in the voiding of al/warranties. The contractor will be solely responsible for all warranty claims made on any warranty that has been found void. REQUES'J" FOR SERVICES MARATHON PROFESSIONAL CENTER BUILDING PAINTING AND STRUCTURAL REPAIRS MONROE COUNTY, FLORIDA RFS-623 ADDENDUM NO. I March 6, 2026 The Information contained in this Addendum alters the infori-nation contained in the Bid and is hereby made a part of the Contract Documents. The Bid Opening Date is being extended. The new Bid Opening date is Friday, March 27, 2026, at 3:00 P.M. The last day to submit RFfs Is now Tuesday, March 17, 2026, at 5:00 P.M. An additional Pre-Rid .Job Walk will take place on Tuesday, March 10, 2026, at 10:00 A.M. All other Items remain as called for in the documents. End of.AddendLirn No f. S signed Digitally sign by Willie DeSantis Willie DeSanti Date:2026.0106 1314:48-05'00' William DeSantis Department of Facilities and Project Management RLQLJESTFOR SERVICES MARATHON PROFESSIONAL CENTER BUILDING PAINTING AND STRUCTURAL REPAIRS MONROE COUNTY, FLORIDA RFS-623 ADDENDUM NO. 2 March 18, 2026 The information contained in this Addendum alters the information contained in the Bid and is hereby made a part of the Contract Documents. • Contractors shall be aware that the Scope of Work now includes, updated Repair Drawings completed by McFarland-,Johnson, Inc. dated 03/15/2026 (pages S-100, S- 200, S-101, S-203, S-204, S-205, and S-501). • Contractors shall utilize this updated set of drawings for bidding purposes. All other items rcrnain as called for in the doctirrients. End of Addendurn No 2. �'I,- William DeSantis 0� 01m' M ....................... ..........................----------- Williarn DeSantis Departaient of Facilities and Project Management ...................... .......... ........ Liu was 4-; c 41 u 0 uj ui cn i GIG < LLJ Gi V) vi 0 a P- .0) z p 0 c -n F- +j z vG E (1) 0 (3) z C*4 u (A 0 Z LLj c 0 to ,o C14 LL < C44( - c 0 ce n Z 04 Zvi C14 u (3) UJ LLJ LJJ W Lu tn C'14 LL U U 0 Ln cv) 0 U-) -j 0 D L- C-4 Cie . CII) LL U) 0 0 4-1 -C 0 a cz -1 0 0 LL N c 4-J CL >- o� LLJ LL U =) -- cu uj CO no z > 2 Ln E 4-j LU Ul m 00 u 0 0 LL Z (n r 0� Z p uj UJ 0) o 0 (QV ul w c< LAJ 0 W F- a LLJ -;= >� ui o EL D 0 -n 4.1 z 43 z V) V) Z V) UJ D W 4-j 0 le z (A Z Z u -Fu 4- j I V D z o LL 002 z 4-j 75 ) 0 c: 0 0 U u Z X 0 UJ 0' V, L.Li z > —P 0 Z > ui 0 0 LLJ to U F- 0 iP ACOR" CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DDIYYYY) `,,,./ 1 04/08/2026 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 . PRODUCER CONTACT NAME: Delfo Delatorre NE Delatorre Insurance AIC,N FAX,Exl)7 (305)400-8746 (A/C No: (786)362-6851 12900 SW 128 ST Suite 207 AIL ADDRESS: Delfo04@delatorreinsurance.net INSURER(S)AFFORDING COVERAGE NAIC# Miami FL 33186 INSURERA: Next Insurance co INSURED INSURERB: Progressive insurance co. 10193 AVILA CONSTRUCTION&GLAZING INC INSURERC: Maxum Indemnity Company 26743 17304 Walker Ave INSURER D 122X INSURER E Miami FL 33157 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,0000.00 RETED CLAIMS-MADE � OCCUR PREM SES DAMAGE TOEa occu".'ce $ 50,000.00 MED EXP(Any one person) $ 5,000.00 A Y Y NXTRKCF9PW-00-GL 04/01/2026 04/01/2027 PERSONAL&ADV INJURY $ 1,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000.00 X POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000.00 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,0000.00 ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 03152696 01/09/2026 01/09/2027 BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS XHIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident PIP $ 10,000.00 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000.00 A X EXCESS LIAB CLAIMS-MADE Y NXTRKCF9PW-00-GL 04/01/2026 04/01/2027 AGGREGATE $ 1,000,000.00 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Business Personal Property C BDG-3131188-01 11/12/2025 11/12/2026 BPP $20,000.00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is rec ltt T GENERAL CONTRACTOR LIC.#CGC1522262 d'1 _ DATE—, 4.8.26 _ _-—.... The Certificate Holders is listed as additional insured WANN N ` �" CERTIFICATE HOLDER CANCELLATION 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 AUTHORIZED REPRESENTATIVE Key West, FL 33040 ---- J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE ACOR" CERTIFICATE OF LIABILITY INSURANCE (MMIDDIYYYY) t� 04/07/2026 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 Bessie Conner-switzer NAME: Brown&Brown Insurance Services,Inc. PHONE., Ext: (904)657 5124 (FAX No 100 Rialto Place,Suite 900 E-MAIL bessie.conner-switzer@bbrown.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Melbourne FL 32901 INSURERA: American Builders Insurance Company 11240 INSURED INSURER B: Avila Construction&Glazing Inc. INSURER C: 17304 Walker Ave.Suite 122X INSURERD: INSURER E: Miami FL 33157 INSURER F: COVERAGES CERTIFICATE NUMBER: 26-27 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE $ CLAIMS-MADE OCCUR PREM SE RENTED SOEa occurrence) ccurante $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY JECT PRO ❑LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY Y C T COMBINED SINGLE LIMIT $ A bK Ea accident ANYAUTO ,.( ""- ---- BODILY INJURY(Per person) $ OWNED SCHEDULED 4.8.26 ._......_ BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED WA " WAX.. _- PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ r $ WORKERS COMPENSATION X1 SEATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ A` OFFICER/MEMBER EXCLUDED? NIA WCV 0237360 10 04/03/2026 04/03/2027 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 1 D1,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 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 AUTHORIZED REPRESENTATIVE Key West, FL 33040 V ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 0. i'l�„� 4,p. Ili P pdt.H U�ll .l\/ll f H �U,(\,d.....r ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Nationwide Contract# 0038329001 Effective Date: 05/01/2026 Expiration Date: None Contract Purpose/Description: Restatement of plan document. Bringing plan document into compliance with Secure 2.0 Act(federally mandated), allowing participation in Roth plans for those meeting mandated criteria(age 50+,high wage earner catchup provision). Employee contributions are courtesy deductions and pass through to Nationwide accounts. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Natalie Maddox 4448 maddox-natalie@monroecounty-f;.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ Zero Current Year Portion: $ zero (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: $Zero County Match: $ Zero Fund/Cost Center/Spend Category: N/A 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/ Signature: Bryan cook e1g°dlys,Oe°byBo-C ok D—zoza.aa.ia os.acs7-oa'oa' Assistant Director �2 l Digitally signed by Cynthia Hall County Attorney Signature: Date:2026.04.1316:01:57-04'00' p� Gaelan P Jones Digitally ig"ed by Gaela"P Jones Risk Management Signature: Date:2026.042009:04:08-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date:2026.0421 16:16:54-04'00' (email contracts C&monroecounty-fl.gov) nn OMB Signature: John Quinn Date 2 slg"4.23ed John 51-04 Date:2026.04.23 16:10:51-04'00' (email OMB@monroecounty-fl.gov) Comments: GPJ 4/20/26-no insurance required by contract Revised BOCC 11/12/2025 Pc""ked q : q; ?' 91 ill' a 1. 1l,1.0 INw,.H i II Q II M,.f. C4t.H U \/llfH �it I[(µy,dr ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: Mkionwide Contract# 003832'9001 Renewal Date: 05/01/2026 Expiration Date: None Contract Renewal Notes: Restatement of plan document and meeting compliance of Secure 2.0 M,4tidates(Federal Mandate)for(Roth participation- FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC ✓ he BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. ✓The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance. ✓ he Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor). ✓❑The renewal period is set forth in the BOCC approved agreement. QThe 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: Natalie Maddox 4448 m6ddoX-n'ataIi (C ('T'onroecbu (Name) (Ext.) Email Address Revised BOCC 11/12/2025 P ',,kcd q i q2 1025 92 1 t" a g Nationwide Financial Services, Inc. GOVERNMENTAL 457(b) PLAN ADOPTION AGREEMENT By executing this Governmental 457(b)Plan Adoption Agreement(the"Agreement"),the undersigned Employer agrees to establish or continue a 457(b)Plan for its Employees.The Plan adopted by the Employer consists of the Governmental 457(b)Basic Plan Document (the"BPD")and the elections made under this Agreement(collectively referred to as the'Plan").An Employer may jointly co-sponsor the Plan by signing a Participating Employer Adoption Page,which is attached to this Agreement.This Plan is effective as of the Effective Date identified on the Signature Page of this Agreement. In completing the provisions of this Adoption Agreement,unless designated otherwise,selections under the Deferral coluimi apply to all Salary Deferrals(including Roth Deferrals and Catch-Up Contributions). [Note:Certain vendor agreements associated with the Plan may restrict the application of certain Plan provisions.Additionally,some State and local laws may restrict the election of certain provisions under the Plan.Please consult with legal counsel to assess the impact of State laws, local laws and/or applicable vendor agreements on the Plan.] SECTION l EMPLOYER INFORMATION 1-1 EMPLOYER INFORMATION. Name:County of Monroe Board of County Commissioners Address:PO Box 1980 City,State,Zip Code:Key West,Florida 33041-1980 Telephone:(305)292-3543 1-2 EMPLOYER IDENTIFICATION NUMBER(EIN).59-6000749 1-3 TYPE OF EMPLOYER.(Optional) [Note: To adopt this Plan, the Employer must be a State,political subdivision of a State, or any agency or instrumentality of a State or political subdivision of a State, as provided under Code§457(e)(1)(A).A non-governmental tax-exempt organization, as described under Code§457(e)(1)(B), may not adopt this Plan.] ❑(a) State ❑(b) Political Subdivision of a State ❑(c) Agency or Instrumentality of a State ❑(d) Other governmental entity: (Describe) 1-4 EMPLOYER'S TAX YEAR END.(Optional)The Employer's tax year ends December 31 1-5 RELATED EMPLOYERS.(Optional)List any Related Employers. A Related Employer must execute a Participating Employer Adoption Page for Employees of that Related Employer to participate in this Plan. SECTION 2 PLAN INFORMATION 2-1 PLAN NAME.County of Monroe Board of County Commissioners 457(b)Deferred Compensation Plan Original Effective Date: September 22. 1987 Restatement Effective Date:May 1,2026 Plan identifier(optional): 2-2 TYPE OF PLAN.This Plan is a Governmental 457(b)Plan. ❑ The Plan is intended to be a FICA Replacement Plan(as defined under Section 3.08 of the BPD). ©Copyriglit 2023 Page I Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 2—Plan Information 2-3 TYPE OF CONTRIBUTIONS.(Check all that apply.) 0(a) Salary Deferral Contributions ❑(b) Employer Matching Contributions ❑(c) Employer Contributions 0(d) Rollover Contributions 2-4 PLAN YEAR. 0(a) Calendar year. ❑(b) The 12-consecutive month period ending on each year. ❑(c) Other: 2-5 PLAN ADMINISTRATOR. 0(a) The Employer identified in AA§1-1. ❑(b) Name: Address: Telephone: 2-6 FROZEN PLAN.Check this AA§2-6 if the Plan is a frozen Plan to which no contributions will be made.(See Section 3.01(c)of the BPD). ❑ This Plan is a frozen Plan effective [Note:As a frozen Plan, the Employer will not make any contributions with respect to Plan Compensation earned after such date and no Participant will be permitted to make any contributions to the Plan.after such date.In addition,no Employee will become a Participant after the date the Plan is frozen.] 2-7 DEFINITION OF DISABLED.An individual is considered Disabled for purposes of applying the provisions of this Plan if: ❑(a) The individual is covered by the Employer's disability insurance plan and is determined to be disabled under such plan. 0(b) The individual is determined to be disabled by the Social Security Administration under Section 223(d)of the Social Security Act for purposes of determining eligibility for Social Security benefits. 0(c) The Plan Administrator determines an individual is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.The permanence and degree of such impairment shall be supported by medical evidence.The Plan Administrator may establish reasonable procedures for determining whether a Participant is Disabled. [Note:An Employer may elect any or all of the elections above.If more than one is selected, the hierarchy for determining whether an individual is considered Disabled is in the order listed above,unless described otherwise under separate administrative procedures or as described below.] ❑(d) Alternative definition of Disabled: [Note:Any alternative definition described in this subsection(d)will apply uniformly to all Participants under the Plan. The Emplover may describe different definitions of Disabled for different purposes under the plan.] SECTION 3 ELIGIBLE EMPLOYEES 3-1 ELIGIBLE EMPLOYEES.In addition to the Employees identified in Section 2.02 of the BPD,the following Employees are excluded from participation under the Plan with respect to the contribution source(s)identified in this AA§3-1.(See Sections 2.02(d)and(e)of the BPD for rules regarding the effect on Plan participation if an Employee changes between an eligible and ineligible class of employment.) Deferral Match ER 21 ❑ ❑ (a) No exclusions. ❑ ❑ ❑ (b) Collectively Bargained Employees(as defined in Section 1.1 1 of the BPD), unless the Collective Bargaining Agreement provides otherwise. ©Copyright2023 Page 2 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 3—Eligible Employees Deferral Match ER ❑ ❑ ❑ (c) Non-resident aliens who receive no compensation from the Employer which constitutes U.S.source income. ❑ ❑ ❑ (d) Employees who normally work less than hours a week. ❑ ❑ ❑ (e) Employees eligible for a 401(k),a 403(b)plan or another 457(b)plan sponsored by the Employer. ❑ ❑ ❑ (f) Part-Time Employees(as defined in Section 1.39 of the BPD). ❑ ❑ ❑ (g) Seasonal Employees(as defined in Section 1.57 of the BPD). ❑ ❑ ❑ (h) Temporary Employees(as defined in Section 1.60 of the BPD). ❑ ❑ ❑ (i) Employees in an appointed or elected position. ❑ ❑ ❑ 0) Employees paid on an hourly basis. ❑ ❑ ❑ (k) Employees paid on a salaried basis. ❑ ❑ ❑ (1) All other Employees except Part-Time,Temporary and Seasonal Employees. ❑ ❑ ❑ (m) Other: 3-2 INDEPENDENT CONTRACTORS.Unless elected otherwise under subsection(a)below,Independent Contractors(as defined in Section 1.35 of the BPD)of the Employer are excluded from participation in the Plan. Deferral Match ER ❑ ❑ ❑ (a) Independent Contractors may participate in the Plan. ❑ ❑ ❑ (b) Describe any special rules applicable to Independent Contractors: [Note:Select under subsection(a)the types of contributions for which Independent Contractors are eligible.If the Employer elects to allow Independent Contractors to participate in the Plan, the tern Employee as used in the Plan shall include the eligible Independent Contractors, as appropriate.] SECTION 4 MINIMUM AGE AND SERVICE REQUIREMENTS 4-1 ELIGIBILITY REQUIREMENTS—MINIMUM AGE AND SERVICE.An Eligible Employee(as defined in AA§3-1)who satisfies the minimum age and service conditions under this AA§4-1 will be eligible to participate under the Plan as of such Eligible Employee's Entry Date(as defined in AA§4-2 below). (a) Service Requirement.An Eligible Employee must complete the following minimum service requirements to participate in the Plan. Deferral Match ER R1 ❑ ❑ (1) There is no minimum service requirement for participation in the Plan. ❑ ❑ ❑ (2) One Year of Service(as defined in Section 2.03(a)(1)of the BPD and AA §4-3). ❑ ❑ ❑ (3) The completion of at least Hours of Service during the first_months of employment(or the first_days of employment)or the completion of a Year of Service(as defined in AA§4-3),if earlier. ❑(i) An Employee who completes the required Hours of Service satisfies eligibility at the end of the designated period,regardless if the Employee actually works for the entire period. ❑(ii) An Employee who completes the required Hours of Service must also be employed continuously during the designated period of employment.(See Section 2.03(a)(1)of the BPD for rules regarding the application of this subsection(ii).) ❑ ❑ ❑ (4) The completion of Hours of Service during an Eligibility Computation ©Copyright2023 Page 3 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 4—Minimum Age and Service Requirements Deferral Match ER Period. [Note:If this(4)is chosen, an Employee satisfies the service requirement immediately upon completion of the designated Hours of Service.] ❑ ❑ ❑ (5) Full-time Employees are eligible to participate as set forth in subsection(i). Employees who are"part-time"Employees must complete a Year of Service (as defined in AA§4-3).For this purpose,a full-time Employee is any Employee not defined in subsection(ii). (i) Full-time Employees must complete the following minimum service requirements to participate in the Plan: ❑(A) There is no minimum service requirement for participation in the Plan. ❑(B) The completion of at least Hours of Service during the first months of employment or the completion of a Year of Service(as defined in AA§4-3),if earlier. ❑(C) Under the Elapsed Time method as defined in AA§4-3 below. ❑(D) Describe: (ii) Part-time Employees must complete a Year of Service(as defined in AA §4-3). ❑(A) For this purpose,a part-time Employee is any Employee whose normal work schedule is less than: ❑(1) hours per week. ❑(1I) hours per month. ❑(III) hours per year. ❑(B) Describe part-time Employees for this purpose: [Note: A part-time employee must be described as an individual who works less than a specified number of hours during a standard work week.] ❑ ❑ ❑ (6) Eligibility service will be determined under the Elapsed Time method as described in AA§4-3 below. ❑ ❑ ❑ (7) Describe eligibility conditions: ❑ ❑ ❑ Describe eligibility conditions: (b) Minimum Age Requirement.An Eligible Employee(as defined in AA§3-1)must have attained the following age with respect to the contribution source(s)identified in this AA§44(b). Deferral Match ER Q ❑ ❑ (1) There is no minimum age for Plan eligibility. ❑ ❑ ❑ (2) Age 21. ❑ ❑ ❑ (3) Age . ❑(c) Special eligibility rules.The following special eligibility rules apply with respect to the Plan: [Note:This subsection(c)may,be used to apply the eligibility conditions selected under this AA§44 separately with respect to different Employee groups or different contribution formulas under the Plan.] 4-2 ENTRY DATE.An Eligible Employee who satisfies the minimum age and service requirements in AA§4-1 shall be eligible to participate in the Plan as of such Eligible Employee's Entry Date. For this purpose,the Entry Date is the following date with respect to the contribution source(s)identified under this AA§4-2. [Note:If'any of(b)—(g)is completed for a contribution source, also complete one of(h)—(1)for the same contribution source.] Deferral Match ER 0 ❑ ❑ (a) Immediate.The date the minimum age and service requirements are satisfied. ❑ ❑ ❑ (b) Semi-annual.The first day of the 1st and 7th month of the Plan Year. ❑ ❑ ❑ (c) Quarterly.The first day of the 1st,4th,7th and IOth month of the Plan Year. ❑ ❑ ❑ (d) Monthly.The first day of each calendar month. ©Copyriglit 2023 Page 4 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 4—Minimum Age and Service Requirements Deferral Match ER ❑ ❑ ❑ (e) Payroll period.The first day of the payroll period. ❑ ❑ ❑ (f) The First day of the Plan Year. ❑ ❑ ❑ (g) Describe Entry Date: An Eligible Employee's Entry Date(as defined above)is determined based on when the Employee satisfies the minimum age and service requirements in AA§4-1.For this purpose,an Employee's Entry Date is the Entry Date: Deferral Match ER ❑ ❑ ❑ (h) next following satisfaction of the minimum age and service requirements. ❑ ❑ ❑ (i) coinciding with or next following satisfaction of the minimum age and service requirements. N/A ❑ ❑ (j) nearest the satisfaction of the minimum age and service requirements. N/A ❑ ❑ (k) preceding the satisfaction of the minimum age and service requirements. N/A ❑ ❑ (1) coinciding with or preceding the satisfaction of the minimum age and service requirements. This section may be used to describe any special rules for determining Entry Dates under the Plan.For example,if different Entry Date provisions apply for the same contribution sources with respect to different groups of Employees,such different Entry Date provisions may be described below. Deferral Match ER ❑ ❑ ❑ (m) Describe special rules for determining Entry Dates under the Plan: 4-3 DEFAULT ELIGIBILITY RULES.In applying the minimum age and service requirements under AA§4-1 above,the following default rules apply with respect to all contribution sources under the Plan: • Year of Service.An Employee earns a Year of Service for eligibility purposes upon completing 1,000 Hours of Service during an Eligibility Computation Period.Hours of Service are calculated based on actual hours worked during the Eligibility Computation Period. (See Section 1.33 of the BPD for the definition of Hours of Service.) • Eligibility Computation Period.If one Year of Service is required for eligibility,the Plan will determine subsequent Eligibility Computation Periods on the basis of Plan Years(see Section 2.03(a)(2)(i)of the BPD).If more than one Year of Service is required for eligibility,the Plan will determine subsequent Eligibility Computation Periods on the basis of Anniversary Years(see Section 2.03(a)(2)(ii)of the BPD). To override the default eligibility rules,complete the applicable sections of this AA§4-3.If this AA§4-3 is not completed for a particular contribution source,the default eligibility rules apply. Deferral Match ER ❑ ❑ ❑ (a) Year of Service.Instead of 1,000 Hours of Service,an Employee earns a Year of Service upon the completion of Hours of Service during an Eligibility Computation Period. ❑ ❑ ❑ (b) Eligibility Computation Period.The Plan will use Anniversary Years for all Eligibility Computation Periods. ❑ ❑ ❑ (c) Elapsed Time method.[Note:Check the same contribution source as checked in AA§4-1(a)above.]Eligibility service will be determined under the Elapsed Time method.An Eligible Employee(as defined in AA§3-1) must complete a period of service,as designated below,to participate in the Plan.(See Section 2.03(a)(5)of the BPD.) ❑ (1) For Deferral,must complete a period of service ❑ (2) For Match,roust complete a period of service ❑ (3) For ER,must complete a period of service ©Copyriglit 2023 Page 5 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 4—Minimum Age and Service Requirements Deferral Match ER R] ❑ ❑ (d) Equivalency Method.For purposes of determining an Employee's Hours of Service for eligibility,the Plan will use the Equivalency Method(as defined in Section 2.03(a)(4)of the BPD).The Equivalency Method will apply to: ❑ (1) All Employees. 0 (2) Employees who are not paid on an hourly basis.For Employees for whom the Employer maintains hourly records,eligibility will be determined based on actual hours worked. If this(d)is checked,Hours of Service for eligibility will be determined under the following Equivalency Method. 0 (3) Monthly.190 Hours of Service for each month worked. ❑ (4) Weekly.45 Hours of Service for each week worked. ❑ (5) Daily. 10 Hours of Service for each day worked. ❑ (6) Semi-monthly.95 Hours of Service for each semi-monthly period worked. ❑ (7) Hours worked.870 hours worked treated as 1,000 Hours of Service and 435 hours worked treated as 500 Hours of Service. ❑ (8) Regular time hours.750 regular time hours treated as 1,000 Hours of Service and 375 regular time hours treated as 500 Hours of Service. ❑ ❑ ❑ (e) Special eligibility provisions.The following special eligibility provisions apply: 4-4 EFFECTIVE DATE OF MINIMUM AGE AND SERVICE REQUIREMENTS.The minimum age and/or service requirements under AA§4-1 apply to all Employees under the Plan.An Employee will participate with respect to all contribution sources under the Plan as of such Employee's Entry Date,taking into account all service with the Employer,including service earned prior to the Effective Date. To allow Employees employed on a specified date to enter the Plan without regard to the minimum age and/or service conditions, complete this AA§4-4. Deferral Match ER ❑ ❑ ❑ (a) Automatic Eligibility.An Eligible Employee who is employed by the Employer on the following designated date will enter the Plan on the designated date without regard to minimum age and/or service conditions: ❑(1) the Effective Date of this Plan(as designated on the Employer Signature Page,as applicable) ❑(2) the date the Plan is executed by the Employer(as indicated on the Employer Signature Page) ❑(3) [insert date] ❑ ❑ ❑ (b) Describe other effective date provisions: 4-5 SERVICE WITH PREDECESSOR EMPLOYER.Service with the following Predecessor Employers will be counted for purposes of determining eligibility,vesting and/or allocation conditions under this Plan. ❑(a) Identify Predecessor Employer(s): The Plan will count service with the following Predecessor Employers: Allocation Name of Predecessor Employer Eligibility Vesting Conditions ❑(1) ❑ ❑ ❑ ❑(b) The following special rules apply with respect to service with a Predecessor Employer: ©Copyriglit 2023 Page 6 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 5—Compensation Definitions SECTION 5 COMPENSATION DEFINITIONS 5-1 TOTAL COMPENSATION.Total Compensation is based on the definition set forth under this AA§5-1.See Section 1.61 of the BPD for a specific definition of the various types of Total Compensation. 0(a) W-2 Wages ❑(b) Code§415 Compensation ❑(c) "Simplified"Code§415 Compensation ❑(d) Wages under Code§3401(a) [For purposes of determining Total Compensation, each definition includes pre-tax contributions to a Code,¢125 cafeteria plan, Code§401(1z), Code¢403(b)or a Code§457 plan, and qualified transportation fringes under Code§132(f)(4).] 5-2 POST-SEVERANCE COMPENSATION. (a) Exclusion of post-severance compensation from Total Compensation.Total Compensation(as defined in Section 1.61 of the BPD)includes post-severance compensation,to the extent provided in Section 1.61(b)of the BPD.For this purpose,severance pay is always excluded from the definition of Plan Compensation.Other post-severance compensation paid within 2�/z months after severance from employment with the Employer or the end of the calendar year in which severance occurs is included in Plan Compensation,unless excluded under this subsection(a).See Section 1.61(b)ofthe BPD. The following amounts paid after a Participant's severance from employment are excluded from Plan Compensation. ❑(1) Unused leave payments.Payment for unused accrued bona fide sick,vacation,or other leave,but only if the Employee would have been able to use the leave if employment had continued. ❑(2) Deferred compensation.Payments received by an Employee pursuant to a nonqualified unfunded deferred compensation plan,but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment and only to the extent that the payment is includible in the Employee's gross income. (b) Continuation payments for disabled Participants.Unless designated otherwise under this subsection(b),Total Compensation does not include continuation payments for disabled Participants.To count Total Compensation paid after Severance from Employment on account of disability(as defined in Code§22(e)(3)),check the box below. ❑ Payments to disabled Participants.Total Compensation shall include post-severance compensation paid to a Participant who is permanently and totally disabled,as defined in Code§22(e)(3). 5-3 PLAN COMPENSATION.Plan Compensation is Total Compensation(as defined in AA§5-1 above)with the following exclusions described below. Deferral Match ER R1 ❑ ❑ (a) No exclusions. N/A ❑ ❑ (b) Salary Deferrals(as defined in Section 1.55 of the BPD),pre-tax contributions to a cafeteria plan or a Code§457 plan,and qualified transportation fringes under Code§132(f)(4)are excluded. ❑ ❑ ❑ (c) All fringe benefits(cash and noncash),reimbursements or other expense allowances,moving expenses,deferred compensation,and welfare benefits are excluded. ❑ ❑ ❑ (d) Compensation above$ is excluded. ❑ ❑ ❑ (e) Amounts received as a bonus are excluded. ❑ ❑ ❑ (f) Amounts received as commissions are excluded. ❑ ❑ ❑ (g) Overtime payments are excluded. ❑ ❑ ❑ (h) Shift differentials are excluded. ❑ ❑ ❑ (i) Exclusions as described by the applicable Collective Bargaining Agreement. ❑ ❑ ❑ (j) Amounts received for services performed for a non-signatory Related Employer are excluded. [Note:If this subsection is not elected, amounts received for•services ©Copyright 2023 Page 7 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 5—Compensation Definitions Deferral Match ER performed for a non-signatory Related Employer are INCLUDED in Plan Compensation.] ❑ ❑ ❑ (k) "Deemed§125 compensation"as defined under Total Compensation. (See Section 1.61(d)of the BPD.) ❑ ❑ ❑ (1) Amounts received after Severance from Employment are excluded. ❑ ❑ ❑ (m) Differential Pay(as defined in Section 1.61(e)of the BPD)is excluded. ❑ ❑ ❑ (n) Describe adjustments to Plan Compensation: 5-4 PERIOD FOR DETERMINING COMPENSATION. (a) Compensation Period.Plan Compensation will be determined on the basis of the following period(s)for the contribution sources identified in this AA§5-4. [Note:If a period other than Plan Year applies for anv contribution source, any reference to the Plan Year as it refers to Plan Compensation for that contribution source will he deemed to be a reference to the period designated under this AA§5-4.] Deferral Match ER 0 ❑ ❑ (1) The Plan Year. ❑ ❑ ❑ (2) The calendar year ending in the Plan Year. ❑ ❑ ❑ (3) The Employer's fiscal tax year ending in the Plan Year. ❑ ❑ ❑ (4) The 12-month period ending on which ends during the Plan Year. (b) Compensation while a Participant.Unless provided otherwise under this subsection(b),in determining Plan Compensation,only compensation paid while an individual is a Participant under the Plan with respect to a particular contribution source will be taken into account. To count compensation for the entire Plan Year for a particular contribution source,including compensation paid while an individual is not a Participant with respect to such contribution source,check below.(See Section 1.45 of the BPD.) Deferral Match ER 0 ❑ ❑ All compensation paid during the Plan Year will be taken into account, including compensation earned while an individual is not a Participant. SECTION 6 EMPLOYER CONTRIBUTIONS 6-1 EMPLOYER CONTRIBUTIONS.Is the Employer authorized to make Employer Contributions under the Plan? ❑ Yes 0 No[Tf No,skip to Section 6A.] [Note:Any Employer Contribution made pursuant to this AA§6 will count towards the Code§457(e)(15)Maximum Contribution Limit.See Section 5.01 of the BPD.] 6-2 EMPLOYER CONTRIBUTION FORMULA.For the period designated in AA§6-4(a)below,the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA§6-5 below. Any Employer Contribution authorized under this AA§6-2 will be allocated in accordance with the allocation formula selected under AA§6-3 and AA§64,as applicable. ❑(a) Discretionary contribution.The Employer will determine in its sole discretion how much,if any,it will make as an Employer Contribution. ❑(b) Fixed contribution. ❑(1) %of each Participant's Plan Compensation. ❑(2) $ for each Participant. ❑(3) The Employer Contribution will be determined in accordance with the personal service contract or employment contract applicable to the Participant. ❑(4) The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan. ©Copyright 2023 Page 8 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6—Employer Contributions ❑(c) Service-based contribution.The Employer will make: ❑(1) Discretionary.A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below. ❑(2) Fixed percentage. %of Plan Compensation paid for each period of service designated below. ❑(3) Fixed dollar.$ for each period of service designated below. The service-based contribution selected under this(c)will be based on the following periods of service: ❑(4) Each Hour of Service ❑(5) Each week of employment ❑(6) Describe period: The service-based contribution is subject to the following rules: ❑(7) Describe any special provisions that apply to service-based contribution: ❑(d) FICA Replacement Contribution.(See Section 3.08 of the BPD). ❑ (1) The Employee will make the 7.5%of Plan Compensation mandatory contribution. ❑ (2) The Employer will make the 7.5%of Plan Compensation mandatory contribution. ❑ (3) The Employee will make a mandatory contribution equal to %of Plan Compensation and the Employer will make a mandatory contribution equal to %of Plan Compensation. [Note:The comhined Employcr and Employee contribution must equal at least 7.5%of Plan Compensation.] ❑(e) Contributions of accrued sick,PTO and/or vacation leave. ❑ (1) The Employer will make and allocate Employer Contributions of amounts of accrued unpaid sick leave as follows: ❑ (2) The Employer will make and allocate Employer Contributions of amounts of accrued unpaid PTO leave as follows: ❑ (3) The Employer will make and allocate Employer Contributions of amounts of accrued unpaid vacation leave as follows: ❑(f) Describe Employer Contribution formula: 6-3 ALLOCATION FORMULA. ❑(a) Pro rata allocation.The Employer Contribution under AA§6-2(a)will be allocated as: ❑(1) a uniform percentage of Plan Compensation or ❑(2) a uniform dollar amount ❑(b) Allocation under fixed Employer Contribution.If a fixed Employer Contribution is selected in AA§6-2(b),the Employer Contribution will be allocated in accordance with the selections made in AA§6-2(b). ❑(c) Discretionary allocation.The Employer Contribution under AA §6-2(a)will be allocated in the sole discretion of the Employer in a manner solely determined by the Employer. ❑(d) Service-based allocation.The service-based Employer Contribution selected in AA§6-2(c)will be allocated in accordance with the selections made in AA§6-2(c). ❑(e) Describe other allocation method: 6-4 SPECIAL RULES.No special rules apply with respect to Employer Contributions under the Plan,except to the extent designated under this AA§6-4. ❑(a) Period for determining Employer Contributions.In determining the amount of the Employer Contributions to be allocated under this AA§6,the Employer Contribution will be based on Plan Compensation paid during the Plan Year, unless this(a)is selected and one of(])—(4)is selected below. Alternatively,the Employer may elect to base the Employer Contributions on Plan Compensation paid during the following period: ❑(1) Plan Year quarter ❑(2) calendar month ❑(3) payroll period ❑(4) Other: [Note:Although Employer Contributions are determined on the basis of Plan Compensation paid during the period designated under this subsection(a), this does not require the Employer to actually make contributions or allocate contributions on the basis of such period.] ©Copyright2023 Page 9 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6—Employer Contributions ❑(b) Limit on Employer Contributions.The Employer Contribution elected in AA§6-2 may not exceed: ❑(1) %of Plan Compensation ❑(2) $ ❑(3) Describe: ❑ (c) Offset of Employer Contribution. ❑(1) A Participant's allocation of Employer Contributions under AA§6-2 of this Plan is reduced by contributions under [insert name of plants)]. ❑(2) In applying the offset under this subsection,the following rules apply: ❑(d) Special rules.The following special provisions apply with respect to Employer Contributions: 6-5 ALLOCATION CONDITIONS.A Participant who has otherwise satisfied all conditions to receive an Employer Contribution, must satisfy any allocation conditions designated under this AA§6-5 to receive an allocation of Employer Contributions under the Plan. [Note:The Plan naav not impose allocation conditions on FICA Replacement Contributions] ❑(a) No allocation conditions apply with respect to Employer Contributions under the Plan. ❑(b) Employment condition.An Employee must be employed with the Employer on the last day of the Plan Year. ❑(c) Minimum service condition.An Employee must be credited with at least: ❑(1) Hours of Service during the Plan Year. ❑(2) consecutive days of employment with the Employer during the Plan Year. ❑(3) consecutive months of employment with the Employer during the Plan Year. ❑(d) Application to a specified period.The allocation conditions selected under this AA§6-5 apply on the basis of the Plan Year.Alternatively,if an employment or minimum service condition applies under this AA§6-5,the Employer may elect under this subsection to apply the allocation conditions on a periodic basis as set forth below. See Section 3.06(a) of the BPD for a description of the rules for applying the allocation conditions on a periodic basis. ❑(1) Period for applying allocation conditions.Instead of the Plan Year,the allocation conditions set forth under subsection(2)below apply with respect to the following periods: ❑(i) Plan Year quarter ❑(ii) calendar month ❑(iii) payroll period ❑(iv) Other: ❑(2) Application to allocation conditions.If this subsection(2)is checked to apply allocation conditions on the basis of specified periods,to the extent an employment or minimum service allocation condition applies under this AA§6-5,such allocation condition will apply based on the period selected under subsection(1)above, unless designated otherwise below: ❑(i) Only the employment condition will be based on the period selected in subsection(1)above. ❑(ii) Only the minimum service condition will be based on the period selected in subsection(1)above. ❑(iii) Describe any special rules: ❑(e) Exceptions. ❑(1) The above allocation condition(s)will not apply if an Employee,during the Plan Year: ❑(i) dies. ❑(ii) has a Severance from Employment due to becoming Disabled. ❑(iii) becomes Disabled. ❑(iv) has a Severance from Employment after attaining Normal Retirement Age. ❑ If this box is checked,this waiver of allocation conditions applies only once during the Participant's employment with the Employer.Thus,if an Employee is rehired after such a waiver was applied to such Employee,the waiver of allocation conditions will not apply to a subsequent Severance from Employment. ❑(v) has a Severance from Employment after attaining Early Retirement Age. ❑ If this box is checked,this waiver of allocation conditions applies only once during the Participant's employment with the Employer.Thus,if an Employee is rehired after such a waiver was applied to such Employee,the waiver of allocation conditions will not apply to a subsequent Severance from Employment. ❑(vi) is on an authorized leave of absence from the Employer. ©Copyright2023 Page 10 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6—Employer Contributions ❑(2) The exceptions selected under subsection(1)do not apply to: ❑(i) an employment condition designated under this AA§6-5. ❑(ii) a minimum service condition designated under this AA§6-5. ❑(iii) a Discretionary Employer Contribution. ❑(iv) a Fixed Employer Contribution. ❑(1) Equivalency Method.For purposes of determining an Employee's Hours of Service for allocation purposes,the Plan will use the Equivalency Method(as defined in Section 2.03(a)(4)of the BPD).The Equivalency Method will apply to: ❑(1) All Employees. ❑(2) Only Employees for whom the Employer does not maintain hourly records.For all other Employees,actual hours worked will be used. ❑(g) Elapsed Time Method.For purposes of determining an Employee's service for allocation purposes,the Plan will use the Elapsed Time Method. ❑(h) Describe any special rules governing the allocation conditions under the Plan: 6-6 OPTIONAL TREATMENT OF EMPLOYER CONTRIBUTIONS AS ROTH CONTRIBUTIONS.Unless elected otherwise below,a Participant may not elect to treat a nonforfeitable Employer Contribution made on behalf of such Participant as a Roth contribution. ❑(a) A Participant MAY elect to treat a nonforfeitable Employer Contribution made on behalf of such Participant as a Roth contribution. [Note:The Employer and/or Plan Administrator will develop operational procedures to assist in administering this election.] ❑(b) Describe any special rules relating to the optional treatment of nonforfeitable Employer Contributions as a Roth contribution: 6-7 SPECIAL RULES APPLICABLE TO EMPLOYER CONTRIBUTIONS.The following special rules apply to Employer Contributions: SECTION 6A SALARY DEFERRALS 6A-1 SALARY DEFERRALS.Are Employees permitted to make Salary Deferrals under the Plan? 0 Yes ❑ No[If"No"is checked,skip to Section 6B.] 6A-2 MAXIMUM LIMIT ON SALARY DEFERRALS.Unless designated otherwise under this AA §6A-2,a Participant may defer any amount up to the Code§457(e)(15)Maximum Contribution Limit. ❑(a) Salary Deferral Limit.A Participant may not defer an amount in excess of: ❑(1) %of Plan Compensation. ❑(2) $ [Note:ff both(1)and(2)are checked, the deferral limit is the lesser of the amounts selected.] Any limit described in subsection(1)or(2)above applies with respect to the following period: ❑(3) Plan Year. ❑(4) the portion of the Plan Year during which the individual is eligible to participate. ❑(5) each separate payroll period during which the individual is eligible to participate. ❑(b) Limits on Salary Deferrals on bonus payments.[Note:This§6A-2(b)only may be selected if bonus payments are not excluded under AA§5-3.] ❑(1) The same limits specified in(a)(1)and(a)(2)above apply to bonus and non-bonus Plan Compensation. Employees may defer any amounts out of bonus payments,subject to the Code§457(e)(15)Maximum Contribution Limit and any other limit on Salary Deferrals under this AA 6A-2.The Employer may impose special limits on bonus payments under the Salary Deferral Election or in separate administrative procedures. ❑(2) A Participant may defer up to %(not to exceed 100%)of any bonus payment(subject to the Code §457(e)(15)Maximum Contribution Limit)without regard to any other limits described under this AA§6A-2. The Employer may impose special limits on bonus payments under the Salary Reduction Agreement election or in separate administrative procedures. ©Copyright2023 Page 11 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6A—Salary Deferrals ❑(3) Describe special rules applicable to deferrals on bonus payments: (c) Deferral of sick,vacation,PTO and back pay.Unless otherwise elected below,a Participant may elect to defer accrued sick pay,accrued vacation pay,accrued PTO pay,or back pay if: (1)such pay is otherwise included in Plan Compensation;(2)the Participant timely enters into a Salary Reduction Agreement with respect to such pay;and(3)the Participant is an Employee in the month of deferral. ❑ A Participant may NOT defer accrued sick pay,accrued vacation pay,accrued PTO or back pay. ❑(d) Describe any other limits that apply with respect to Salary Deferrals under the Plan: 6A-3 MINIMUM DEFERRAL RATE.Unless designated otherwise under this AA§6A-3,no minimum deferral requirement applies under the Plan.Alternatively,a Participant must defer at least the following amount in order to make Salary Deferrals under the Plan. ❑(a) %of Plan Compensation for a payroll period. ❑(b) $ for a payroll period. ❑(c) Describe. 6A-4 CATCH-UP CONTRIBUTIONS.Age 50 Catch-Up Contributions and Special 457 Catch-Up Contributions(as defined in Section 3.03(d)and(e)of the BPD)are permitted under the Plan,unless designated otherwise under this AA §6A-4. ❑(a) Age 50 Catch-Up Contributions are not permitted under the Plan. ❑(b) Special 457 Catch-Up Contributions are not permitted under the Plan. ❑(c) Describe any special rules applicable to the Age 50 Catch-Up Contributions or Special 457 Catch-Up Contributions: 6A-5 ROTH DEFERRALS. (a) Availability of Roth Deferrals. 0(1) Roth Deferrals are permitted under the Plan. ❑(2) Roth Deferrals are not permitted under the Plan. [Note:If Roth Deferrals are effective as of a date later than the Effective Date of the Plan,designate such special Effective Date in AA§6A-8 below.] (b) Distribution of Roth Deferrals.Unless designated otherwise under this subsection,to the extent a Participant takes a distribution or withdrawal from such Participant's Salary Deferral Account(s),the Participant may designate the extent to which such distribution is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account.If a Participant fails to designate the Account,the Plan Administrator may distribute amounts pursuant to a separate administrative policy. Alternatively,the Employer may designate the order of distributions for the distribution types listed below: ❑(1) Distributions and withdrawals. ❑(i) Any distribution will be taken on a pro rata basis from the Participant's Pre-Tax Deferral Account and Roth Deferral Account. ❑(ii) Any distribution will be taken first from the Participant's Roth Deferral Account and then from the Participant's Pre-Tax Deferral Account. ❑(iii) Any distribution will be taken first from the Participant's Pre-Tax Deferral Account and then from the Participant's Roth Deferral Account. ❑(2) Distribution of Excess Deferrals. ❑(i) Distribution of Excess Deferrals will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the calendar year. ❑(ii) Distribution of Excess Deferrals will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account. ❑(iii) Distribution of Excess Deferrals will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account. (c) In-Plan Roth Conversions.Unless elected under this AA§6A-5(c),the Plan does not permit a Participant to make an In-Plan Roth Conversion under the Plan.To override this provision to allow Participants to make an In-Plan Roth Conversion,subsection(1)must be checked. 0(1) Effective date.Effective May 1,2026 [not earlier than 11112013],a Participant may elect to convert all or any portion of such Participant's non-Roth vested Account Balance to an In-Plan Roth Conversion Account. ©Copyright2023 Page 12 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6A—Salary Deferrals [Note:The Plan must provide for Roth Deferrals under AA§6A-5(a)as of the effective date designated in this subsection(1).An election under this subsection(1)does not affect an In-Plan Roth Conversion that was allowed under prior Plan provisions.] (2) In-Service Distribution. ❑(i) For a Participant to convert such Participant's eligible contributions to Roth through an In-Plan Roth Conversion,the Participant need not be eligible to take a distribution from the Plan. [Note:If' this subsection(i)is checked, a Participant may convert any or all of the eligible contribution sources to Roth Deferrals through an In-Plan Roth Conversion.] 0(ii) For a Participant to convert such Participant's eligible contributions to Roth through an In-Plan Roth Conversion,a Participant must be eligible for a distribution of any amounts converted to Roth Deferrals through an In-Plan Roth Conversion.Thus,only amounts that are eligible for distribution under AA§9 are eligible for In-Plan Roth Conversion. (3) Contribution sources.An Employee may elect to make an In-Plan Roth Conversion from all available contribution sources under the Plan.To override this default provision and limit the contribution sources available for In-Plan Roth Conversion,select the applicable contribution sources below: ❑(i) Pre-tax Salary Deferrals ❑(ii) Employer Contributions ❑(iii) Matching Contributions ❑(iv) Rollover Contributions ❑(v) Describe: (4) Limits applicable to In-Plan Roth Conversions.No special limits apply with respect to In-Plan Roth Conversions,unless designated otherwise under this subsection(4). 0(i) Roth conversions may only be made from contribution sources that are fully vested(i.e., 100% vested). ❑(ii) A Participant may not make an In-Plan Roth Conversion of less than$ (may not exceed$1,000). ❑(iii) A Participant may not make an In-Plan Roth Conversion of any outstanding loan amount. [Note:If this subsection(iii)is not checked,a Participant may convert amounts that are attributable to an outstanding loan, to the extent the loan relates to a contribution source that is eligible for conversion under subsection(3)above.] ❑(iv) Only Participants who are current Employees are allowed to make In-Plan Roth Conversions. ❑(v) The ability to make In-Plan Roth Conversions is limited to the following events: ❑(vi) Describe: (5) Amounts available to pay federal and state taxes generated from an In-Plan Roth Conversion.No special provisions apply to allow Participants to withdraw funds to pay federal or state taxes generated from an In-Plan Roth Conversion,except as provided otherwise under this subsection(5). ❑(i) in-service distribution.If the Plan does not otherwise permit an in-service distribution at the time of the In-Plan Roth Conversion and this subsection(i)is checked,a Participant may elect to take an in-service distribution solely to pay taxes generated from the In-Plan Roth Conversion to the extent such in-service distribution would otherwise be permitted under Section 8.03 of the BPD. [Note:If this subsection(i)is checked,a Participant may take an in-service distribution only to the extent such distribution would othewsise be permitted under the provisions of Section 8.03 of the BPD] ❑(ii) Participant loan.Generally,a Participant may request a loan from the Plan to the extent permitted under Section 13 of the BPD and AA Appendix B.However,to the extent a Participant loan is not otherwise allowed and this subsection(ii)is selected,a Participant may receive a Participant loan solely to pay taxes generated from an In-Plan Roth Conversion. [Note:If this subsection 6i)is selected and Participant loans are not otherwise authorized under the Plan, any Participant loan made pursuant to this subsection(ii)will be made in accordance with the default loan policy described in Section 13 of the BPD.] (6) Distribution from In-Plan Roth Conversion Account.Distributions from the In-Plan Roth Conversion Account will be permitted in the same manner as permitted for Roth Deferrals,as set forth under AA§9-2, unless designated otherwise under this subsection(6). ❑ Describe distribution options: ❑(d) Describe any special rules that apply to Roth Deferrals under the Plan: ©Copyright2023 Page 13 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6A—Salary Deferrals 6A-6 SALARY REDUCTION AGREEMENT ELECTIONS. (a) Change or revocation of Salary Reduction Agreement election: A Participant's election to change or resume a Salary Reduction Agreement election will be effective as set forth under the Salary Reduction Agreement or other written procedures adopted by the Plan Administrator.Unless the Salary Reduction Agreement or other written procedures adopted by the Plan Administrator provide otherwise,a Participant may revoke a Salary Reduction Agreement election(on a prospective basis)at any time. (b) Salary deferral elections of rehired participants:Unless designated otherwise below,a Participant's affirmative Salary Reduction Agreement to defer(or to not defer)will cease upon Severance from Employment and the Participant will need to make a new election upon rehire. ❑ Participant's affirmative election does not cease upon Severance from Employment.if this subsection (b)is selected,a terminated Participant's affirmative Salary Reduction Agreement election to defer(or to not defer)will not cease upon Severance from Employment and the Participant's affirmative Salary Reduction Agreement election to defer(or to not defer)in effect at the time of Severance from Employment will apply upon rehire. [Note:The Employer may modem the rules applicable to rehired Employees under the Salary Reduction Agreement or other administrative procedures.] 6A-7 AUTOMATIC CONTRIBUTION ARRANGEMENT.No automatic contribution provisions apply under Section 3.03(c)of the BPD,unless provided otherwise under this AA§6A-7.[Note:Some States through anti-garnishment laws or otherwise may not allow Automatic Contribution Arrangements.] ❑(a) Automatic deferral election.Upon becoming eligible to make Salary Deferrals under the Plan(pursuant to AA§3 and AA§4),a Participant will be deemed to have entered into a Salary Deferral Election for each payroll period,unless the Participant completes a Salary Reduction Agreement election(subject to the limitations under AA§6A-2 and AA§6A- 3)in accordance with procedures adopted by the Plan Administrator. ❑(1) Effective date of Automatic Contribution Arrangement.The automatic deferral provisions under this AA §6A-7 are effective as of: ❑(i) The Effective Date of this Plan as set forth under the Employer Signature Page. ❑(ii) [insert date] ❑(iii) As set forth under a prior Plan document. [Note:If this subsection(iii)is checked, the automatic deferral provisions under this AA§6A-7 will apply as of the original Effective Date of the automatic contribution arrangement. Unless provided otherwise under this AA§6A-7, an Employee who is automatically enrolled under a prior Plan document will continue to be automatically enrolled under the current Plan document.] ❑(2) Automatic Contribution Arrangement.Check this subsection(2)if the Plan is designated as an Automatic Contribution Arrangement,as described under Section 3.03(c)of the BPD. [Note: Unless an election is made under this AA§6A-7 that is inconsistent with the requirements of an Eligible Automatic Contribution Arrangement(EACA), the Automatic Contribution Arrangement will qualify as an EACA,as described in Section 3.03(e)of the BPD.] ❑(i) Automatic Contribution Arrangement features determined under separate administrative procedures.The Employer has described the features of its Automatic Contribution Arrangement in a separate administrative policy which is incorporated by reference into this Plan.To the extent that either(ii)or(iii)below is not completed,those features of the Automatic Contribution Arrangement will be determined by the terms of a separate administrative policy. ❑(ii) Automatic deferral percentage. ❑(A) %of Plan Compensation ❑(B) $ ❑(iii) Automatic increase.If elected under this subsection(iii),the automatic deferral amount will increase each Plan Year by the following amount.(See Section 3.03(c)of the BPD.) ❑(A) %of Plan Compensation ❑(B) $ ❑(C) Describe: Any automatic increase elected under this subsection(iii)will not cause the automatic deferral amount to exceed: ❑(D) %of Plan Compensation ❑(E) $ ❑(F) Describe: ©Copyright2023 Page 14 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6A—Salary Deferrals (3) Application of automatic deferral provisions.The automatic deferral election under subsection(2)will apply to new Participants and existing Participants as set forth under this subsection(3). W New Participants.The automatic deferral provisions apply to all Participants who become eligible on or after the effective date. (ii) Current Participants.The automatic deferral provisions apply to all other eligible Participants as follows: ❑(A) Automatic deferral provisions apply to all current Participants who have not entered into a Salary Deferral Election(including an election not to defer under the Plan). ❑(B) Automatic deferral provisions apply to all current Participants who have not entered into a Salary Deferral Election that is at least equal to the automatic deferral amount under subsection(2)(ii).Current Participants who have made a Salary Deferral Election that is less than the automatic deferral amount or who have not made a Salary Deferral Election will automatically be increased to the automatic deferral amount unless the Participant enters into a new Salary Deferral election on or after the effective date of the automatic deferral provisions. ❑(C) Automatic deferral provisions do not apply to current Participants.Only new Participants described in subsection(i)above are subject to the automatic deferral provisions. ❑(D) Describe: (iii) Treatment of automatic deferrals.Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Pre-Tax Salary Deferrals,unless designated otherwise under this subsection(iii). ❑ Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Roth Deferrals. [Note:This subsection(iii)may only be checked if Roth Deferrals are permitted under AA§6A-5.] ❑(iv) Expiration of affirmative deferral elections.Unless this subsection(iv)is elected,for purposes of the automatic deferral provisions of the Plan,a Participant's affirmative elective deferral election will not expire.If this subsection(iv)is elected,a Participant's affirmative deferral election will expire: ❑(A) at the end of each Plan Year. ❑(B) Describe date that the affirmative election will expire: If a Participant fails to complete a new affirmative deferral election subsequent to the prior election expiring,the Participant becomes subject to the automatic deferral percentage as specified in the Plan pursuant to the automatic contribution arrangement provisions.Each year,the Participant can always complete a new affirmative election and designate a new deferral percentage. [Note:Any Salary Deferral Election(including an election not to defer under the Plan)made after the effective date ofthe automatic deferral provisions will override such automatic deferral provisions.] (4) Application of automatic increase.Unless designated otherwise under this subsection(4),if an automatic increase is selected under subsection(2)(iii)above,the automatic increase will take effect as of the first day of the second Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant.(See Section 3.03(c)(2)(iii)of the BPD.) ❑(i) First Plan Year.Instead of applying as of the second Plan Year,the automatic increase described in subsection(2)(iii)takes effect as of the appropriate date(as designated under subsection(iii) below)within the first Plan Year following the date automatic contributions begin. ❑(ii) Designated Plan Year.Instead of applying as of the second Plan Year,the automatic increase described in subsection(2)(iii)takes effect as of the appropriate date(as designated under subsection(iii)below)within the Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant. ❑(iii) Effective date.The automatic increase described under subsection(2)(iii)is generally effective as of the first day of the Plan Year.If this subsection(iii)is checked,instead of becoming effective on the first day of the Plan Year,the automatic increase will be effective on: ❑(A) The anniversary of the Participant's date of hire. ❑(B) The anniversary of the Participant's first automatic deferral contribution. ❑(C) The first day of each calendar year. ❑(D) Other date: ❑(iv) Special rules: ©Copyright2023 Page 15 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 6A—Salary Deferrals (5) Treatment of Employees who have a Severance from Employment and who are rehired.Unless designated otherwise below,in applying the automatic deferral provisions under this AA§6A-7,including the automatic increase provisions,a rehired Participant is treated as a new Employee(regardless of the amount of time since the rehired Employee had a Severance from Employment). ❑(i) Rehired Employees not treated as new Employee.In applying the automatic deferral provisions under this AA§6A-7,including the automatic increase provisions,a rehired Participant is not treated as a new Employee.Thus,for example,a rehired Participant's deferral percentage will be calculated based on the date the individual first began making automatic deferrals under the Plan. ❑(ii) Describe special rules applicable to rehired employees: ❑(b) Permissible Withdrawals under Automatic Contribution Arrangement. ❑(1) Permissible withdrawals allowed.if the Plan satisfies the requirements for an EACA(as set forth in Section 3.03(c)of the BPD),a Participant who has Salary Deferrals contributed to the Plan pursuant to an automatic deferral election under this AA §6A-7 may elect to withdraw such contributions(and earnings attributable thereto)within 90 days after the date such Salary Deferrals would otherwise have been included in gross income,unless designated otherwise under subsection(3)below.Unless elected otherwise below,if a Participant does not make automatic deferrals to the Plan for an entire Plan Year(e.g.,due to Severance from Employment),the Plan may allow such Participant to take a permissive withdrawal,but only with respect to default contributions made after the Participant's return to employment. ❑ The ability to take permissible withdrawals does not apply to rehired Participants,even if such Participants have not made automatic deferrals to the Plan for an entire Plan Year due to Severance from Employment. ❑(2) No permissible withdrawals.Although the Plan contains an automatic deferral election that is designed to satisfy the requirements of an EACA,the permissible withdrawal provisions under this subsection(b)are not available. ❑(3) Time period for electing a permissible withdrawal.Instead of a 90-day election period,a Participant must request a permissible withdrawal no later than [may not be less than 30 or more than 90]days after the date the Plan Compensation from which such Salary Deferrals are withheld would otherwise have been included in gross income. ❑(c) Other automatic contribution provisions: 6A-8 SPECIAL DEFERRAL EFFECTIVE DATES.Unless designated otherwise under this AA§6A-8,a Participant is eligible to make Salary Deferrals under the Plan as of the Effective Date of the Plan(as designated in the Employer Signature Page). However,in no case may a Participant begin making Salary Deferrals prior to the later of the date the Employee becomes a Participant,the date the Participant executes a Salary Reduction Agreement or the date the Plan is adopted or effective.(See Section 3.03(a)of the BPD.) To designate a later Effective Date for Salary Deferrals or Roth Deferrals,complete this AA§6A-8. ❑(a) Salary Deferrals.A Participant is eligible to make Salary Deferrals under the Plan as of: ❑(1) the date the Plan is executed by the Employer(as indicated on the Employer Signature Page). ❑(2) (insert date). ❑(b) Roth Deferrals.The Roth Deferral provisions under AA§6A-5 are effective as of [Note:If Roth Deferrals are permitted under AA§6A-5 above,Roth Deferrals are effective as of the Effective Date applicable to Salary Deferrals under this AA§6A-8,unless a later date is designated under this subsection.] SECTION 6B MATCHING CONTRIBUTIONS 613-1 MATCHING CONTRIBUTIONS.Is the Employer authorized to make Matching Contributions under the Plan? ❑ Yes 0 No[Check this box if there are no Matching Contributions. If"No"is checked, skip to Section 7.] [Note:Anv Matching Contribution made pursuant to this AA§6B will count towards the Code§457(e)(I5)Maximum Contribution Limit.See Section 5.0I of the BPD.] 613-2 MATCHING CONTRIBUTION FORMULA: For the period designated in AA§6B-5 below,the Employer will make the following Matching Contribution on behalf of Participants who satisfy the allocation conditions under AA §613-6 below. ❑(a) Discretionary match.The Employer will determine in its sole discretion how much,if any,it will make as a Matching Contribution and how such Matching Contribution is allocated to Participants. ©Copyright2023 Page 16 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 613—Matching Contributions ❑(b) Fixed match.The Employer will make a Matching Contribution for each Participant equal to: ❑(1) %of Salary Deferrals made for each period designated in AA§6B-5 below. ❑(2) $ for each period designated in AA§6B-5 below. ❑(3) The Employer Contribution will be determined in accordance with the personal service contract or employment contract applicable to the Participant. ❑(4) The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan. ❑(c) Tiered match.The Employer will/may make a Fixed/Discretionary Matching Contribution to all Participants based on the following tiers of Salary Deferrals. ❑(1) Tiers as percentage of Plan Compensation. Salary Deferrals Fixed Discretionary Match Match ❑(i) Up to_%of Plan Compensation % ❑ ❑(ii) From_%up to_%of Plan Compensation % ❑ ❑(iii) From_%up to_%of Plan Compensation % ❑ ❑(iv) From_%up to_%of Plan Compensation % ❑ ❑(2) Tiers as dollar amounts. Salary Deferrals Fixed Discretionary Match Match ❑(i) Up to$ % ❑ ❑(ii) From$ up to$ % ❑ ❑(iii) From$ up to$ % ❑ ❑(iv) Above$ % ❑ ❑(d) Year of Service match.The Employer will/may make a fixed%/Discretionary Matching Contribution as a uniform percentage of Salary Deferrals to all Participants based on Years of Service with the Employer. Years of Service Matching% Discretionary Match ❑(1) From up to Years of Service % ❑ ❑(2) From up to Years of Service % ❑ ❑(3) From up to Years of Service % ❑ ❑(4) From up to Years of Service % ❑ ❑(5) Years of Service equal to and above % ❑ For this purpose,a Year of Service is each Plan Year during which an Employee completes at least 1,000 Hours of Service.Alternatively,a Year of Service is: ❑(e) Other Matching Contribution Formula: 6B-3 CONTRIBUTIONS ELIGIBLE FOR MATCHING CONTRIBUTIONS("ELIGIBLE CONTRIBUTIONS").Unless designated otherwise under this AA§6B-3,all Salary Deferrals,including any Roth Deferrals,Age 50 Catch-Up Contributions and Special 457 Catch-Up Contributions,are eligible for the Matching Contributions designated under AA §6B-2. ❑(a) Matching Contributions.Only the following contribution sources are eligible for a Matching Contribution under AA §6B-2: ❑(1) Pre-tax Salary Deferrals ❑(2) Roth Deferrals ❑(3) Age 50 Catch-Up Contributions ❑(4) Special 457 Catch-Up Contributions ©Copyright2023 Page 17 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 613—Matching Contributions ❑(b) Application of Matching Contributions to elective deferrals made under another plan maintained by the Employer.If this subsection is checked,the Matching Contributions described in AA§613-2 will apply to elective deferrals made under another plan maintained by the Employer. ❑(1) The Matching Contribution designated in AA§613-2 above will apply to elective deferrals under the following plan maintained by the Employer: ❑(2) The following special rules apply in determining the amount of Matching Contributions under this Plan with respect to elective deferrals under the plan described in subsection(1): [Note: This subsection may be used to describe special provisions applicable to Matching Contributions provided with respect to elective deferrals under anotherplan maintained by the Employer, including another Code§457(b)plan, a§401(a)qualified plan,or Code¢'403(b)plan.] ❑(c) Special rules.The following special rules apply for purposes of determining the Matching Contribution under this AA §6B-3: 613-4 LIMITS ON MATCHING CONTRIBUTIONS.In applying the Matching Contribution formulas)selected under AA§613-2 above,the following limits apply. ❑(a) No limits apply.All Salary Deferrals are eligible for Matching Contributions. ❑(b) Limit on Salary Deferrals.The Matching Contribution formula(s)selected in AA §613-2 above apply only to Salary Deferrals that do not exceed: ❑(1) %of Plan Compensation. ❑(2) $ ❑(3) A discretionary amount determined by the Employer. ❑(c) Limit on Matching Contributions.The total Matching Contribution provided under the formula(s)selected in AA §613-2 above will not exceed: ❑(1) _%of Plan Compensation. ❑(2) $ ❑(d) Special limits: 613-5 PERIOD FOR DETERMINING MATCHING CONTRIBUTIONS.The Matching Contribution formula(s)selected in AA §613-2 above(including any limitations on such amounts under AA§613-4)are based on Salary Deferrals for the Plan Year.To apply a different period for determining the Matching Contributions and limits under AA§613-2 and AA §613-4,check one of(a) —(d)below. ❑(a) payroll period ❑(b) Plan Year quarter ❑(c) calendar month ❑(d) Other: [Note:Although Matching Contributions(and anv limits on those Matching Contributions)will be determined on the basis of the period designated under this AA§6B-5, this does not require the Employer to actually make contributions or allocate contributions on the basis of such period.See Section 3.04(c)of the BPD for a discussion of the "true up"requirements applicable to Matching Contributions.] 613-6 ALLOCATION CONDITIONS.A Participant who has otherwise satisfied all conditions to receive a Matching Contribution, must satisfy any allocation conditions designated under this AA§6B-6 to receive an allocation of Matching Contributions under the Plan. ❑(a) No allocation conditions apply with respect to Matching Contributions under the Plan. ❑(b) Employment condition.An Employee must be employed with the Employer on the last day of the Plan Year. ❑(c) Minimum service condition.An Employee must be credited with at least: ❑(1) Hours of Service during the Plan Year. ❑(2) consecutive days of employment with the Employer during the Plan Year. ❑(3) consecutive months of employment with the Employer during the Plan Year. ❑(d) Application to a specified period.The allocation conditions selected under this AA §613-6 apply on the basis of the Plan Year.Alternatively,if an employment or minimum service condition applies under this AA §613-6,the Employer may elect under this subsection to apply the allocation conditions on a periodic basis as set forth below.(See Section 3.06(a)of the BPD for a description of the rules for applying the allocation conditions on a periodic basis.) ❑(1) Period for applying allocation conditions.Instead of the Plan Year,the allocation conditions set forth under subsection(2)below apply with respect to the following periods: ❑(i) Plan Year quarter ❑(ii) calendar month ©Copyright2023 page 18 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 613—Matching Contributions ❑(iii) payroll period ❑(iv) Other: ❑(2) Application to allocation conditions.To the extent an employment or minimum service allocation condition applies under this AA§613-6,such allocation condition will apply based on the period selected under subsection(1)above,unless designated otherwise below: ❑(i) Only the employment condition will be based on the period selected in subsection(1)above. ❑(ii) Only the minimum service condition will be based on the period selected in subsection(1)above. ❑(iii) Describe any special rules: ❑(e) Exceptions. ❑(1) The above allocation condition(s)will not apply if the Employee,during the Plan Year: ❑(i) dies. ❑(ii) has a Severance from Employment due to becoming Disabled. ❑(iii) becomes Disabled. ❑(iv) has a Severance from Employment after attaining Normal Retirement Age. ❑ If this box is checked,this waiver of allocation conditions applies only once during the Participant's employment with the Employer.Thus,if an Employee is rehired after such a waiver was applied to such Employee,the waiver of allocation conditions will not apply to a subsequent Severance from Employment. ❑(v) has a Severance from Employment after attaining Early Retirement Age. ❑ If this box is checked,this waiver of allocation conditions applies only once during the Participant's employment with the Employer.Thus,if an Employee is rehired after such a waiver was applied to such Employee,the waiver of allocation conditions will not apply to a subsequent Severance from Employment. ❑(vi) is on an authorized leave of absence from the Employer. ❑(2) The exceptions selected under subsection(1)do not apply to: ❑(i) an employment condition designated under this AA§6B-6. ❑(ii) a minimum service condition designated under this AA§613-6. ❑(iii) a Discretionary Matching Contribution. ❑(iv) a Fixed Matching Contribution. ❑(f) Equivalency Method.For purposes of determining an Employee's Hours of Service for allocation purposes,the Plan will use the Equivalency Method(as defined in Section 2.03(a)(4)of the BPD).The Equivalency Method will apply to: ❑(1) All Employees. ❑(2) Only Employees for whom the Employer does not maintain hourly records.For Employees for whom the Employer maintains hourly records,eligibility will be determined based on actual hours worked. ❑(g) Elapsed Time Method.For purposes of determining an Employee's service for allocation purposes,the Plan will use the Elapsed Time Method ❑(h) Describe any special rules governing the allocation conditions under the Plan: 613-7 OPTIONAL TREATMENT OF MATCHING CONTRIBUTIONS AS ROTH CONTRIBUTIONS.Unless elected otherwise below,a Participant may not elect to treat a nonforfeitable Matching Contribution made on behalf of such Participant as a Roth Deferrals. ❑(a) A Participant MAY elect to treat a nonforfeitable Matching Contribution made on behalf of such Participant as a Roth Deferral. [Note:The Employer and/or Plan Administrator will develop operational procedures to assist in administering this election.] ❑(b) Describe special any special rules relating to the optional treatment of nonforfeitable Matching Contributions as a Roth Deferral: 613-8 OPTIONAL TREATMENT OF QUALIFIED STUDENT LOAN PAYMENTS AS SALARY DEFERRALS FOR MATCHING CONTRIBUTIONS.Unless elected otherwise below,Qualified Student Loan Payments are not treated as Salary Deferrals for Matching Contribution purposes under the Plan. ❑(a) Effective (no earlier than the first day of the Plan Year beginning after December 31,2023),the Employer elects to make Matching Contributions on account of Qualified Student Loan Payments,as provided under BPD Section 3.04(e). The Employer may develop procedures to assist in the administration of this election and/or may specify any special rules under subsection(b)below. ©Copyright2023 Page 19 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 613—Matching Contributions ❑(b) Describe any special rules applicable to the optional treatment of Qualified Student Loan Payments as Salary Deferrals for Matching Contribution purposes: 613-9 SPECIAL RULES APPLICABLE TO MATCHING CONTRIBUTIONS.The following special rules apply to Matching Contributions: SECTION 7 RETIREMENT AGES 7-1 NORMAL RETIREMENT AGE.For purposes of applying the Special 457 Catch-Up Contribution under AA§6A-4(b)(and vesting,allocation and other provisions of the Plan referring to Normal Retirement Age,if applicable),Normal Retirement Age under the Plan is: ❑(a) Age (not earlier than age 65 or later than age 70 ''/z). ❑(b) The earlier of age (not earlier than age 65 or later than age 70'/z)or the date immediate retirement benefits are authorized under a pension plan maintained by the Employer(as set forth under Section 5.04(b)of the BPD). 0(c) The Participant may designate a Normal Retirement Age that is on or after the earlier of age 65 or the date immediate retirement benefits are authorized under a pension plan maintained by the Employer(as set forth under Section 5.04(b) of the BPD)but not later than age 70'/. ❑(d) The Participant may designate a Nonnal Retirement Age that is on or after age (not earlier than age 65)but not later than age (not later than age 70V2). ❑(e) Describe Normal Retirement Age: Normal Retirement Age for Qualified Police(elect if applicable): ❑(f) Age (not earlier than age 40 or later than age 70%z). ❑(g) The earlier of age (not earlier than age 40 or later than age 70''/z)or the date immediate retirement benefits are authorized under a pension plan maintained by the Employer(as set forth under Section 5.04(c)of the BPD). 0(h) The Participant may designate a Normal Retirement Age that is on or after the earlier of age 40 or the date immediate retirement benefits are authorized under a pension plan maintained by the Employer(as set forth under Section 5.04(b) of the BPD)but not later than age 70V2. ❑(i) The Participant may designate a Normal Retirement Age that is on or after age 65 but not later than age 70'/z. ❑0) Describe Normal Retirement Age for Qualified Police: Normal Retirement Age for Firefighters(elect if applicable): ❑(k) Age (not earlier than age 40 or later than age 70 /). ❑(1) The earlier of age (not earlier than age 40 or later than age 70''/z)or the date immediate retirement benefits are atrtborized tinder a pension plan maintained by the Employer(as set forth under Section 5.04(c)of the BPD). 0(m) The Participant may designate a Normal Retirement Age that is on or after the earlier of age 40 or the date immediate retirement benefits are authorized under a pension plan maintained by the Employer(as set forth under Section 5.04(b) of the BPD)but not later than age 70'/z. ❑(n) The Participant may designate a Normal Retirement Age that is on or after age 65 but not later than age 70'h. ❑(o) Describe Normal Retirement Age for Firefighters: [Note: A Participant's Normal Retirement Age roust be the same as such Participant's normal retirement age under any other 457(b)plans sponsored by the Employer. The designation of a Normal Retirement Age under the Plan does not compel retirement with the Employer.] SECTION 8 VESTING AND FORFEITURES 8-1 CONTRIBUTIONS SUBJECT TO VESTING.Does the Plan provide for Employer Contributions under AA§6 or Matching Contributions under AA§613 that are subject to vesting? ❑ Yes Rl No[lf"No"is checked, skip to Section 9.] ©Copyright2023 Page 20 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 8—Vesting and Forfeitures [Note:The imposition of a vesting schedule creates a substantial risk of forfeiture with respect to the contributions subject to the vesting schedule.If a contribution is subject to a substantial risk of forfeiture,such contribution is not counted toward the Maximum Contribution Limit until the substantial risk of forfeiture lapses(i.e., the contributions are vested.). Where an amount is subject to a substantial risk of forfeiture,gains or losses allocable to the amount deferred, through the date that the substantial risk:offorfeiture lapses, are taken into account in determining the amount that is considered deferred in the year in which the substantial risk of forfeiture lapses.] 8-2 VESTING SCHEDULE.The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions,to the extent authorized under AA§6 and AA§613.See Section 7.02(a)of the BPD for a description of the various vesting schedules under this AA§8-2. (Note:If the Employer imposes a vesting schedule,Employer Contributions and Matching Contributions,and attributable earnings,will count towards the Code§457(e)(15)Maximum Contribution Limit for the year in which the amounts become vested.) ER Match ❑ ❑ (a) Full and immediate vesting. ❑ ❑ (b) 3-year cliff vesting schedule ❑ ❑ (c) 6-year graded vesting schedule ❑ ❑ (d) Modified vesting schedule %immediately on Plan participation %after 1 Year of Service %after 2 Years of Service %after 3 Years of Service %after 4 Years of Service %after 5 Years of Service 100%after 6 Years of Service ❑ ❑ (e) Other: 8-3 VESTING SERVICE.In applying the vesting schedules under this AA§8,the following service with the Employer is excluded. ❑(a) None,all service with the Employer counts for vesting purposes. ❑(b) Service before the original Effective Date of this Plan is excluded.(See Section 7.06 of the BPD for rules regarding Predecessor Service.) ❑(c) Service completed before the Employee's birthday is excluded. 8-4 FULL VESTING.An Employee's vesting percentage increases to 100%if,while employed with the Employer,the Employee: ❑(a) dies. ❑(b) has a Severance from Employment due to becoming Disabled. ❑(c) becomes Disabled. ❑(d) attains Normal Retirement Age. ❑(e) Other: ❑(f) Not applicable.No increase in vesting applies. 8-5 DEFAULT VESTING RULES.In applying the vesting requirements under this AA§8,the following default rules apply. • Year of Service.An Employee earns a Year of Service for vesting purposes upon completing 1,000 Hours of Service during a Vesting Computation Period.Hours of Service are calculated based on actual hours worked during the Vesting Computation Period. • Vesting Computation Period.The Vesting Computation Period is the Plan Year. To override the default vesting rules,complete the applicable sections of this AA§8-5.If this AA§8-5 is not completed,the default vesting Hiles apply. ©Copyright2023 Page 21 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 8—Vesting and Forfeitures ER Match ❑ ❑ (a) Year of Service.Instead of 1,000 Hours of Service,an Employee earns a Year of Service upon the completion of [must be less than 1,000]Hours of Service during a Vesting Computation Period. ❑ ❑ (b) Vesting Computation Period.Instead of the Plan Year,the Vesting Computation Period is: ❑(1) The 12-month period beginning with the anniversary of the Employee's date of hire. ❑(2) Describe: [Note:Any Vesting Computation Period described in(2)must be a 12-consecutive month period and must apply uniformly to all Participants.] ❑ ❑ (c) Elapsed Time Method.Vesting service will be determined under the Elapsed Time Method.(See Section 7.03(b)of the BPD.) ❑ ❑ (d) Equivalency Method.For purposes of determining an Employee's Hours of Service for vesting,the Plan will use the Equivalency Method(as defined in Section 7.03(a)(2)of the BPD).The Equivalency Method will apply to: ❑(1) All Employees. ❑(2) Employees who are not paid on an hourly basis.For Employees paid on an hourly basis,vesting will be determined based on actual hours worked. If this(d)is checked,Hours of Service for vesting will be determined under the following Equivalency Method. ❑(3) Monthly. 190 Hours of Service for each month worked. ❑(4) Weekly.45 Hours of Service for each week worked. ❑(5) Daily.10 Hours of Service for each day worked. ❑(6) Semi-monthly.95 Hours of Service for each semi-monthly period. ❑(7) Hours worked.870 hours worked treated as 1,000 Hours of Service and 435 hours worked treated as 500 Hours of Service. ❑(8) Regular time hours.750 regular time hours treated as 1,000 Hours of Sei vice and 375 regular time hours treated as 500 Hours of Service. 8-6 ALLOCATION OF FORFEITURES.The Employer may decide in its discretion how to treat forfeitures under the Plan. Alternatively,the Employer may designate under this AA§8-6 how forfeitures occurring during a Plan Year will be treated. [Note:No elections are required under this AA§8-6, if the Employer decides to use its discretion on how to treat forfeitures.] Any forfeitures occurring daring a Plan Year will be: ER Match ❑ ❑ (a) N/A.All contributions are 100%vested. [Do not complete the rest of this AA§8-6.] ❑ ❑ (b) Reallocated as additional Employer Contributions or as additional Matching Contributions. ❑ ❑ (c) Used to reduce Employer and/or Matching Contributions. For purposes of subsection(b)or(c),forfeitures will be applied: ❑ ❑ (d) for the Plan Year in which the forfeiture occurs. ❑ ❑ (e) for the Plan Year following the Plan Year in which the forfeitures occur. Prior to applying forfeitures under subsection(b)or(c): ❑ ❑ (f) Forfeitures may be used to pay Plan expenses. (See Section 7.08(c)of the BPD.) ❑ ❑ (g) Forfeitures may not be used to pay Plan expenses. In determining the amount of forfeitures to be reallocated under subsection(b),the same allocation conditions apply as for the source for which the forfeiture is being allocated under AA§6-5 or AA§613-6,unless designated otherwise below. ❑ ❑ (h) Forfeitures are not subject to any allocation conditions. ❑ ❑ (i) Forfeitures are subject to a last day of employment allocation condition. ©Copyright2023 Page 22 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 8—Vesting and Forfeitures ER Match ❑ ❑ (j) Forfeitures are subject to a Hours of Service minimum service requirement. In determining the treatment of forfeitures under this AA§8-6,the following special rules apply: ❑ ❑ (k) Describe: 8-7 SPECIAL RULES REGARDING CASH-OUT DISTRIBUTIONS. (a) Additional allocations.If a Participant who has a Severance from Employment receives a complete distribution of such Participant's vested Account Balance while still entitled to an additional allocation,the forfeiture provisions do not apply until the Participant receives a distribution of the additional amounts to be allocated. To modify the default forfeiture rules,complete this AA§8-7(a). ❑ The forfeiture provisions will apply if a Participant who has a Severance from Employment takes a complete distribution,regardless of any additional allocations during the Plan Year. (b) Timing of forfeitures.A Participant who receives an Involuntary Cash-Out Distribution(as described in AA§94(a)) is treated as having an immediate forfeiture of such Participant's nonvested Account Balance. To modify the forfeiture timing rules to delay the occurrence of a forfeiture upon an Involuntary Cash-Out Distribution, complete this AA§8-7(b). ❑ A forfeiture will occur at the end of the year following the Involuntary Cash-Out Distribution. 8-8 SPECIAL VESTING RULES. ER Match ❑ ❑ Describe special vesting provisions: SECTION 9 DISTRIBUTION PROVISIONS 9-1 AVAILABLE FORMS OF DISTRIBUTION. Lump sum distribution.Unless selected otherwise under subsection(e)below,a Participant may take a distribution of such Participant's entire vested Account Balance in a single lump sum. Additional distribution options.To provide for additional distribution options,check the applicable distribution forms under this AA§9-1.If a lump sum distribution will not be provided under the Plan,check(e)below and indicate that no lump sum distribution is available under the Plan. 0(a) Partial lump sum.A Participant may take a distribution of less than the entire vested Account Balance upon Severance from Employment. ❑ Minimum partial lump sum amount.A Participant may not take a partial lump sum distribution of less than ❑(b) Installment distributions.A Participant may take a distribution over a specified period not to exceed the life or life expectancy of the Participant(and a designated beneficiary). 0(c) Installment distribution for required minimum distributions.A Participant may take an installment distribution solely to the extent necessary to satisfy the required minimum distribution rules under Section 9 of the BPD. ❑(d) Annuity distributions.A Participant may elect to have the Plan Administrator use the Participant's vested Account Balance to purchase an annuity. 0(e) Describe:Repetitive Payments [Note:Any additional distribution option described in(e)will apply uniformly to all Participants under the Plan and mays not be subject to the discretion of the Employer or Plan Administrator.] 9-2 PERMISSIBLE DISTRIBUTION EVENTS. 0(a) Distribution events.A Participant may withdraw all or any portion of such Participant's vested Account Balance,to the extent designated,upon the occurrence of the event(s)selected under this AA §9-2. Deferral Match ER ❑ ❑ ❑ (1) No in-service distributions are permitted. 0 ❑ ❑ (2) The attainment of age 59 1/2 (no earlier than age 59'/z). ©Copyright2023 Page 23 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 9—Distribution Provisions Deferral Match ER 171 ❑ ❑ (3) The occurrence of an Unforeseeable Emergency,as described in Section 8.08 of the BPD. ❑ Participants who receive a distribution on the occurrence of an Unforeseeable Emergency may not make Salary Deferrals to the Plan for a period of 6 months. Q ❑ ❑ (4) A Qualified Birth or Adoption Distribution,as described in Section 8.14 of the BPD. ❑ ❑ ❑ (5) Upon a deemed Severance from Employment when an individual is on active duty for a period of at least 30 days while performing service in the Unifonmed Services,as described under Section 15.05(c)of the BPD. ❑ ❑ ❑ (6) An Emergency Personal Expense Distribution,as described in BPD Section 8.18. R1 ❑ ❑ (7) A Domestic Abuse Distribution,as described in BPD Section 9.19. Q ❑ ❑ (8) A Qualified Disaster Recovery Distribution,as described in Section 8.17 of the BPD. ❑ ❑ ❑ (9) A Qualified Long-Term Care Distribution,as described in Section 8.20 of the BPD. [Note:Qualified Long-Term Care Distributions are not available under the Plan until after December 29,2025.] ❑(b) Rollover Contributions.Unless designated otherwise under this subsection(b),a Participant may withdraw amounts attributable to Rollover Contributions at any time. if this subsection(b)is selected,amounts attributable to Rollover Contributions may be distributed only upon the occurrence of the following event(s): ❑(1) No in-service distributions are permitted. ❑(2) The attainment of age ❑(3) The occurrence of an Unforeseeable Emergency,as described in Section 8.08 of the BPD. ❑(4) The Participant qualifies for a Qualified Birth or Adoption Distribution,as described in Section 8.14 of the BPD. ❑(5) Upon a deemed Severance from Employment when an individual is on active duty for a period of at least 30 days while performing service in the Uniformed Services,as described under Section 15.05(c)of the BPD. ❑(6) Describe: 0(c) Distribution of Smaller Amounts. ❑(1) The Employer has discretion to make distribution of smaller amounts as described in Section 8.06 of the BPD. 0(2) The Participant may withdraw a distribution of smaller amounts as described in Section 8.06 of the BPD. ❑(3) Special rules applicable to the distribution of smaller amounts: ❑(d) Describe any special distribution rules applicable to a Participant's Transfer Account: 9-3 SPECIAL RULES FOR IN-SERVICE DISTRIBUTIONS. ❑(a) In-service distributions will only be permitted if the Participant is 100%vested in the amounts being withdrawn. ❑(b) A Participant may take no more than in-service distribution(s)in a Plan Year. El(c) A Participant may not take an in-service distribution of less than$ 0(d) A Participant may not take a distribution after Severance from Employment for the following in-service distributions elected under AA§9-2. 0(1) Unforeseeable Emergency Distributions. ❑(2) Qualified Birth or Adoption Distributions. ❑(3) Emergency Personal Expense Distributions. ❑(4) Domestic Abuse Distributions. ❑(5) Qualified Long-Term Care Distributions. ❑(e) Describe any special in-service distribution rules: ©Copyright2023 Page 24 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 9—Distribution Provisions 9-4 PARTICIPANT AND SPOUSAL CONSENT. (a) Involuntary Cash-Out Distribution.A Participant who has a Severance from Employment with a vested Account Balance of$5,000(or$7,000,effective for distributions made after December 31,2023)or less will receive an Involuntary Cash-Out Distribution in the form of a lump sum distribution,unless elected otherwise under this AA§9-4. If a Participant's vested Account Balance exceeds$5,000(or$7,000,effective for distributions made after December 31,2023),the Participant generally must consent to a distribution from the Plan,except to the extent provided otherwise under this AA§94. ❑(1) No Involuntary Cash-Out Distributions.The Plan does not provide for Involuntary Cash-Out Distributions. A Participant who has a Severance from Employment must consent to any distribution from the Plan.(See Section 14.02(a)of the BPD for special rules upon Plan termination.) ❑(2) Involuntary Cash-Out Distribution threshold.Instead of a vested Account Balance Involuntary Cash-Out Distribution threshold of$5,000(or$7,000,effective for distributions made after December 31,2023),a Participant who has a Severance from Employment will receive an Involuntary Cash-Out Distribution: ❑(i) If the Participant's vested Account Balance is less than or equal to$ ❑(ii) Regardless of the value of the Participant's vested Account Balance(i.e., a Participant who has a Severance from Employment always will receive an Involuntary Cash-Out Distribution and no Participant consent is required). ❑(3) Application of Automatic Rollover rules. ❑(i) The Automatic Rollover rules described in Section 8A9(f)of the BPD do not apply to any Involuntary Cash-Out Distribution below$1,000,unless elected otherwise under this subsection(i). If this subsection(i)is checked,the Automatic Rollover provisions apply to all Involuntary Cash- Out Distributions(including those below$1,000). ❑(ii) The Automatic Rollover rules only apply to Involuntary Cash-Out Distributions of Participants who have not attained Normal Retirement Age or age 62,if later. ❑(4) Distribution upon attainment of stated age.Participant consent will not be required with respect to distributions made upon attainment of Normal Retirement Age(or age 62,if later),regardless of the value of the Participant's vested Account Balance. (5) Treatment of Rollover Contributions. In determining whether a Participant's vested Account Balance exceeds the Involuntary Cash-Out threshold for purposes of applying the distribution rules under this AA§9-4 and the Automatic Rollover provisions under Section 8.09(t)of the BPD,Rollover Contributions will be: ❑(i) excluded. ❑(ii) included. (b) Spousal consent.Spousal consent is not required for a Participant to receive a distribution or name an alternate Beneficiary,unless designated otherwise under this subsection(b). ❑(1) Distribution consent.A Participant's spouse must consent to any distribution or loan,provided the Participant's vested Account Balance exceeds$ ❑(2) Consent to Beneficiary.A Participant's spouse must consent to naming someone other than the spouse as Beneficiary under the Plan. ❑(3) Spousal consent rights determined under administrative policy. The Employer will establish spousal consent rights for the Plan under a separate administrative policy. ❑(c) Describe any special rules relating to Participant or spousal consent: 9-5 TIMING OF DISTRIBUTIONS.The Plan Administrator will make distributions to a Participant(or Beneficiary)as soon as administratively feasible after the occurrence of an event,such as Severance from Employment,that allows a Participant or Beneficiary to receive a distribution.The Plan may condition the receipt of a distribution on Participant and/or spousal consent,as specified under AA§94. 9-6 DETERMINATION OF BENEFICIARY. (a) Default beneficiaries.Under Section 8.05(c)of the BPD,to the extent a Beneficiary has not been named by the Participant(subject to the spousal consent rules)to receive all or any portion of the deceased Participant's death benefit, such amount shall be distributed to the Participant's surviving spouse(if the Participant was married at the time of death)who shall be considered the designated Beneficiary.If the Participant does not have a surviving spouse at the time of death,distribution will be made to the Participant's surviving children(including legally adopted children,but not including step-children),as designated Beneficiaries,in equal shares.If the Participant has no surviving children, distribution will be made to the Participant's estate. 0 If this subsection(a)is checked,the default beneficiaries under Section 8.05(c)of the BPD are modified as follows: ©Copyright 2023 Page 25 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 9—Distribution Provisions ❑(1) The Plan adopts the default beneficiary rules under Section 8.05(c)of the BPD,except,if the Participant does not have a surviving spouse at the time of death,distribution will be made to the Participant's children(including legally adopted children,but not including step-children),as designated Beneficiaries,per stirpes. ❑(2) The Plan adopts the default beneficiary rules under Section 8.05(c)of the BPD,except,if the Participant does not have a surviving spouse at the time of death,distribution will be made to the Participant's estate. ❑(3) The Plan adopts the default beneficiary riles under Section 8.05(c)of the BPD,except,if the Participant does not have a surviving spouse at the time of death,distribution will be made in the following order of priority:(1)to the Participant's children(including legally adopted children,but not including step-children),as designated Beneficiaries,per stirpes;(2) if there are no children, then to the Participant's surviving parents;and(3)if there are no surviving parents,to the Participant's estate. 0(4) Describe other modifications to the default beneficiaries under Section 8.05(c)of the BPD:To the extent a Beneficiary has not been named by the Participant to receive all of anyportion of the deceased Participants death benefit,such amount shall be distributed to the Participants surviving Spouse.1f the Participant does not have a surviving Spouse,distribution will be made to the Participants surviving children(including legally adopted children,but not including step-children) in equal shares by right of representation(one share for each surviving child and one share for each child who predeceases the Participant with living descendants),If the Participant has no surviving children,distribution will be made to the Participants surviving parents in equal shares. If the Participant has no surviving parents,distribution will be made to the Participants estate. [Note: The description of the modifications to the defandt beneficiaries must be sufficiently clear for the Plan Administrator to determine the beneficiaries and the method of distribution of the Participant's death benefit.] (b) One-year marriage rule.For purposes of determining whether an individual is considered the surviving spouse of the Participant,the determination is based on the marital status as of the date of the Participant's death,unless designated otherwise under this subsection(b). ❑ If this subsection(b)is checked,in order to be considered the surviving spouse,the Participant and surviving spouse must have been married for the entire one-year period ending on the date of the Participant's death.If the Participant and surviving spouse are not married for at least one year as of the date of the Participant's death,the spouse will not be treated as the surviving spouse for purposes of applying the distribution provisions of the Plan. (c) Divorce of spouse.Unless elected otherwise under this subsection(c),if a Participant designates such Participant's spouse as Beneficiary and subsequent to such Beneficiary designation,the Participant and spouse are divorced,the designation of the spouse as Beneficiary under the Plan is automatically rescinded as set forth under Section 8.05 of the BPD. ❑ If this subsection(c)is checked,a Beneficiary designation will not be rescinded upon divorce of the Participant and spouse. [Note:Section 8.05 of the BPD and this subsection(c)will be subject to the provisions of a Beneficiary designation entered into by the Participant. Thus, if a Beneficiary designation specifically overrides the election under this subsection(c), the provisions of the Beneficiary designation will control. See Section 8.05 of the BPD.] 9-7 QUALIFIED DISTRIBUTIONS FOR RETIRED PUBLIC SAFETY OFFICERS. Unless otherwise elected below,a Participant who is an eligible retired public safety officer may elect,after Severance from Employment,to have qualified health insurance premiums deducted from amounts to be distributed from the Plan that would otherwise be includible in gross income,and to have such amounts paid directly to the insurer or group health plan.(See Section 8.13 of the BPD.) ❑ If this subsection is checked,a Participant who is an eligible retired public safety officer may NOT elect to have qualified health insurance premiums deducted from amounts to be distributed from the Plan. 9-8 REQUIRED MINIMUM DISTRIBUTIONS (a) Required Beginning Date.In applying the required minimum distribution rules under Section 9 of the BPD,the Required Beginning Date is the later of attainment of age 72(age 70'/z for Participants who attained age 70'/z prior to January 1,2020)or Severance from Employment.To override this default provision,check this subsection(a). ❑ The Required Beginning Date is the date the Employee attains age 72(age 70'h for Participants who attained age 70'/z prior to January 1,2020),even if the Employee is still employed with the Employer. (b) Temporary Waiver for 2020-Default if Participant failed to elect.For purposes of applying the required minimum distribution rules for the 2020 calendar year,effective January 1,2020(or such later date as designated below),a ©Copyright2023 Page 26 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 9—Distribution Provisions Participant(including an Alternate Payee or beneficiary of a deceased Participant)who was eligible to receive a required minimum distribution for the 2020 calendar year could elect whether to receive the 2020 RMD or 2020 Extended RMD(as defined in Section 9.05(a)of the BPD).If a Participant did not specifically elect to take the 2020 RMD or 2020 Extended RMD from the Plan,such distribution was not made for the 2020 calendar year.The Employer may modify this default rule below,provided such modification satisfies the requirements under Code§401(a)(9)(1)and any applicable IRS guidance.(The temporary waiver for 2020 does not apply to Plans that are established after 2020 and no elections are required for such Plans.) ❑(1) 2020 RMDs and 2020 Extended RMDs were made.2020 RMDs and 2020 Extended RMDs were made to Participants who were otherwise required to receive a required minimum distribution for the 2020 calendar year,unless the Participant elected to not receive such distribution. ❑(2) 2020 RMDs were not made,but 2020 Extended RMDs were made.2020 RMDs were not made for the 2020 calendar year,but 2020 Extended RMDs were made for the 2020 calendar year,unless the Participant elected otherwise. ❑(3) 2020 RMDs were made,but 2020 Extended RMDs were not made.2020 RMDs were made for the 2020 calendar year,but 2020 Extended RMDs were not made for the 2020 calendar year,unless the Participant elected otherwise. (4) Direct Rollovers.Unless elected otherwise below,the Plan offered a Direct Rollover only for distributions that were Eligible Rollover Distributions in the absence of Code§401(a)(9)(1). Instead of the default above,the following were treated as Eligible Rollover Distributions in 2020: ❑(i) 2020 RMDs ❑(ii) 2020 RMDs and 2020 Extended RMDs ❑(iii) 2020 RMDs,but only if paid with an additional amount that is an Eligible Rollover Distribution without regard to Code§401(a)(9)(1) ❑(iv) Describe: ❑(5) Describe other modifications of the default participant election rules: ❑(6) Effective date.Instead of January 1,2020,the effective date of the amendment providing for a choice of whether a Participant or beneficiary could receive 2020 RMDs was effective: ❑(7) Describe any special rules,including any special effective dates,the Plan applied to RMDs for 2020: (c) Required minimum distribution elections or rules.Unless the Employer elects otherwise under this AA§9-8(c), RMDs under the Plan when the Participant dies prior to the Required Beginning Date shall be made as follows:(1)if the Participant does not have a Designated Beneficiary,distributions must satisfy the 5-year rule under Code §401(a)(9)(13)(ii);(2)if the participant has a Designated Beneficiary that is not an Eligible Designated Beneficiary, distributions must satisfy the 10-year rule;or(3)if the Participant has an Eligible Designated Beneficiary,distributions must satisfy the life expectancy rule.To override this default provision,complete(1)and/or(2)below. 0(1) Application of life expectancy and 10-year rules to Eligible Designated Beneficiaries.Instead of the default,the Plan will apply the following rule: ❑(i) The life expectancy rule applies to all Eligible Designated Beneficiaries. ❑(ii) The 10-year rule applies to all Eligible Designated Beneficiaries. ❑(iii) The entire interest of an Eligible Designated Beneficiary will be distributed by the end of the calendar year[may not be greater than 9t"]following the year the Participant dies. 0(iv) The Participant or Eligible Designated Beneficiary may elect to apply either the 10-year rule or the life expectancy rule to determine the required minimum distributions when the Participant dies before such Participant's Required Beginning Date.If no election is timely made: 0(A) the life expectancy rule applies to all Eligible Designated Beneficiaries. ❑(B) the 10-year rule applies to all Eligible Designated Beneficiaries. ❑ (C) the 10-year rule,reduced to years,applies to all Eligible Designated Beneficiaries. ❑(v) Describe the manner(including effective date)in which the 10-year rule and life expectancy rule apply to Eligible Designated Beneficiaries: ❑(2) Special rules.Describe any special rules that apply for purposes of the required minimurn distribution rules under Code§401(a)(9): [Note:Any special rules for determining required rninimum distributions for calendar years beginning on or after January 1, 2022(or such later date as specified in applicable regulations or guidance)must comply w4th proposed Treas. Reg§§l.401(a)(9)-1 through 1.401(a)(9)-9 issued on February 24, 2022(or subsequent applicable final regulations).] ©Copyright2023 page 27 Nationwide Financial Services,Inc.Governmental 457(b)Plan Section 9—Distribution Provisions 9-9 SPECIAL DISTRIBUTION RULES. ❑ Describe any additional distribution options or rules: SECTION 10 MISCELLANEOUS PROVISIONS 10-1 PLAN VALUATION.The Plan is valued annually,as of the last day of the Plan Year.In addition,the Plan will be valued on the following dates: Deferral Match ER 0 ❑ ❑ (a) Daily.The Plan is valued at the end of each business day during which the New York Stock Exchange is open. ❑ ❑ ❑ (b) Monthly.The Plan is valued at the end of each month of the Plan Year. ❑ ❑ ❑ (c) Quarterly.The Plan is valued at the end of each Plan Year quarter. ❑ ❑ ❑ (d) Describe: [Note: The Employer may elect operationally to peifiorm interim valuations. 10-2 SPECIAL RULES FOR DETERMINING AMOUNT OF INCOME OR LOSS.The following special rules apply in determining the amount of income or loss allocated to Participants'Accounts: 10-3 MILITARY SERVICE PROVISIONS--BENEFIT ACCRUALS.The benefit accrual provisions under Section 15.05(b)of the BPD do not apply.To apply the benefit accrual provisions under Section 15.05(b)of the BPD,check the box below. 0(a) Eligibility for Plan benefits.Check this box if the Plan will provide the benefits described in Section 15.05(b)of the BPD.If this box is checked,an individual who dies or becomes disabled in qualified military service will be treated as reemployed for purposes of determining entitlement to benefits under the Plan. ❑(b) Describe special rules applicable to military service: 10-4 AUTOMATIC PORTABILITY TRANSACTIONS. If elected below or as set forth in separate administrative procedures,the Employer may elect to accept amounts pursuant to an automatic portability transaction as described in Code§4975(f)(12)and BPD Section 4.03. ❑(a) Plan will accept automatic portability transactions.Check this box if the Plan will accept amounts pursuant to an automatic portability transaction as described in Code§4975(f)(12)and BPD Section 4.03. ❑(b) Describe special rules applicable automatic portability transactions: 10-5 GOVERNING LAW.Unless designated otherwise below,the provisions of this Plan shall be construed,administered,and enforced in accordance with the provisions of applicable Federal Law and,to the extent applicable,the laws of the state in which the Employer has its principal place of business. ❑ The provisions of the Plan shall be construed,administered,and enforced in accordance with the provisions of applicable Federal Law and,to the extent applicable,the laws of the state of 10-6 OTHER SPECIAL RULES APPLICABLE TO THIS PLAN.The following special rules,including the applicability of any vendor agreements,apply to this Plan: ©Copyright2023 Page 28 Nationwide Financial Services,Inc.Governmental 457(b)Plan Appendix A—Special Effective Dates APPENDIX A SPECIAL EFFECTIVE DATES ❑A-1 Eligible Employees.The definition of Eligible Employee under AA§3 is effective as follows: ❑A-2 Minimum age and service conditions.The minimum age and service conditions and Entry Date provisions specified in AA §4 are effective as follows: ❑A-3 Compensation definitions.The compensation definitions under AA§5 are effective as follows: ❑A-4 Employer Contributions.The Employer Contribution provisions tinder AA§6 are effective as follows: ❑ A-5 Salary Deferrals.The Salary Deferral provisions under AA §6A are effective as follows: ❑A-6 Matching Contributions.The Matching Contribution provisions under AA§613 are effective as follows: ❑A-7 Retirement ages.The retirement age provisions under AA§7 are effective as follows: ❑A-8 Vesting and forfeiture rules.The rules regarding vesting and forfeitures under AA§8 are effective as follows: ❑A-9 Distribution provisions.The distribution provisions under AA§9 are effective as follows: ❑A-10 Miscellaneous provisions.The provisions under AA§10 are effective as follows: ❑A-11 Special effective date provisions for merged plans.If any Code§457(b)plan has been merged into this Plan,the following provisions apply: ❑A-12 Other special effective dates: ©Copyright2023 Page A-I Nationwide Financial Services,Inc.Governmental 457(b)Plan Appendix B—Loan Policy APPENDIX B LOAN POLICY Use this Appendix B to identify elections dealing with the administration of Participant loans. These elections may be changed without amending this Agreement by substituting an updated Appendix B with new elections. B-1 Are PARTICIPANT LOANS permitted?(See Section 13 of the BPD.) 0(a) Yes ❑(b) No B-2 LOAN PROCEDURES. ❑(a) Loans will be provided under the default loan procedures set forth in Section 13 of the BPD,unless modified under this Appendix B. 0(b) Loans will be provided under a separate written loan policy. [Note:If this subsection(h)is checked,do not complete the rest of this Appendix B. B-3 AVAILABILITY OF LOANS.Participant loans are available to all Participants and Beneficiaries.Participant loans are not available to a former Employee or Beneficiary.To override this default provision,complete this AA§B-3. ❑ A former Employee or Beneficiary who has a vested Account Balance may request a loan from the Plan. B-4 LOAN LIMITS.The default loan policy under Section 13.03 of the BPD allows Participants to take a loan provided all outstanding loans do not exceed 50%of the Participant's vested Account Balance.To override the default loan policy to allow loans up to$10,000,even if greater than 50%of the Participant's vested Account Balance,check this AA§B-4. ❑ A Participant may take a loan equal to the greater of$10,000 or 50%of the Participant's vested Account Balance. [Note:If this AA SSB-4 is checked, the Participant may be required to provide adequate security as required under Section 13.06 of the BPD.] B-5 NUMBER OF LOANS.The default loan policy under Section 13.04 of the BPD restricts Participants to one loan outstanding at any time.To override the default loan policy and permit Participants to have more than one loan outstanding at any time, complete(a)or(b)below. ❑(a) A Participant may have loans outstanding at any time. ❑(b) There are no restrictions on the number of loans a Participant may have outstanding at any time. B-6 LOAN AMOUNT.The default loan policy under Section 13.04 of the BPD provides that a Participant may not receive a loan of less than$1,000.To modify the minimum loan amount or to add a maximum loan amount,complete this AA §B-6. ❑(a) There is no minimum loan amount. ❑(b) The minimum loan amount is$ ❑(c) The maximum loan amount is$ B-7 INTEREST RATE.The default loan policy under Section 13.05 of the BPD provides for an interest rate commensurate with the interest rates charged by local commercial banks for similar loans.To override the default loan policy and provide a specific interest rate to be charged on Participant loans,complete this AA§B-7. ❑(a) The prime interest rate ❑plus percentage point(s). ❑(b) Describe: [Note:Any interest rate described in this AA SSB-7 must he reasonable and must apply uniformly to all Participants.] B-8 PURPOSE OF LOAN.The default loan policy under Section 13.02 of the BPD provides that a Participant may receive a Participant loan for any purpose.To modify the default loan policy to restrict the availability of Participant loans,complete this AA§B-8. ❑ A Participant may only receive a Participant loan under the following circumstances: ©Copyright2023 Page B-I Nationwide Financial Services,Inc.Governmental 457(b)Plan Appendix B—Loan Policy B-9 APPLICATION OF LOAN LIMITS.If Participant loans are not available from all contribution sources,the limitations under Code§72(p)and the adequate security requirements of the Department of Labor regulations will be applied by taking into account the Participant's entire Account Balance.To override this provision,complete this AA§13-9. ❑ The loan limits and adequate security requirements will be applied by taking into account only those contribution Accounts which are available for Participant loans. B-10 CURE PERIOD.The Plan provides that a Participant incurs a loan default if a Participant does not repay a missed payment by the end of the calendar quarter following the calendar quarter in which the missed payment was due.To override this default provision to apply a shorter cure period,complete this AA§13-10. ❑ The cure period for determining when a Participant loan is treated as in default will be days(cannot exceed 90) following the end of the month in which the loan payment is missed. B-1 1 PERIODIC REPAYMENT—PRINCIPAL RESIDENCE.If a Participant loan is for the purchase of a Participant's primary residence,the loan repayment period for the purchase of a principal residence may not exceed ten(10)years. ❑(a) The Plan does not permit loan payments to exceed five(5)years,even for the purchase of a principal residence. ❑(b) The loan repayment period for the purchase of a principal residence may not exceed years(may not exceed 30). ❑(c) Loans for the purchase of a Participant's primary residence may be payable over any reasonable period commensurate with the period permitted by commercial lenders for similar loans. 13-12 SEVERANCE FROM EMPLOYMENT.Section 13.10 of the BPD provides that a Participant loan becomes due and payable in full upon the Participant's Severance from Employment.To override this default provision,complete this AA§13-12. ❑ A Participant loan will not become due and payable in full upon the Participant's Severance from Employment. B-13 DIRECT ROLLOVER OF A LOAN NOTE.Section 13.10(b)of the BPD provides that upon Severance from Employment a Participant may request the Direct Rollover of a loan note.To override this default provision,complete this AA§B-13. ❑ A Participant may not request the Direct Rollover of the loan note upon Severance from Employment. 13-14 LOAN RENEGOTIATION.The default loan policy provides that a Participant may renegotiate a loan,provided the renegotiated loan separately satisfies the reasonable interest rate requirement,the adequate security requirement,the periodic repayment requirement and the loan limitations under the Plan.The Employer may restrict the availability of renegotiations to prescribed purposes provided the ability to renegotiate a Participant loan is available on a non-discriminatory basis.To override the default loan policy and restrict the ability of a Participant to renegotiate a loan,complete this AA§13-14. ❑(a) A Participant may not renegotiate the terms of a loan. ❑(b) The following special provisions apply with respect to renegotiated loans: 13-15 SOURCE OF LOAN.Participant loans may be made from all available contribution sources,to the extent vested,unless designated otherwise under this AA§13-15. ❑ Participant loans will not be available from the following contribution sources: B-16 SPOUSAL CONSENT.Spousal consent is not required for a Participant to receive a loan.To override this provision,complete this AA§13-16. ❑ Spousal consent is required to receive a Participant loan. 13-17 MODIFICATIONS TO DEFAULT LOAN PROVISIONS. ❑ The following special rules will apply with respect to Participant loans under the Plan: [Note:Any provision under this AA§B-17 must satisfy the requirements under Code§72(p)and the regulations thereunder and will control over any inconsistent provisions of the Plan dealing with the administration of Participant loans.] ©Copyright2023 Page B-2 Nationwide Financial Services,Inc.Governmental 457(b)Plan Appendix C—Administrative Elections APPENDIX C ADMINISTRATIVE ELECTIONS Use this Appendix C to identify certain.elections dealing with the administration of the Plan. These elections may be changed without re- executing this Agreement by substituting an updated Appendix C with new elections. C-1 DIRECTION OF INVESTMENTS.Are Participants permitted to direct investments? ❑(a) No 0(b) Yes Specify Accounts: 0(1) All Accounts ❑(2) Pre-Tax Salary Deferral Account ❑(3) Roth Deferral Account ❑(4) Matching Contribution Account ❑(5) Employer Contribution Account ❑(6) Rollover Contributions Account ❑(7) Transfer Account ❑(8) Other: ❑(c) Describe any special rules that apply for purposes of direction of investments: C-2 ROLLOVER CONTRIBUTIONS.Does the Plan accept Rollover Contributions? ❑(a) No Rl(b) Yes 0(1) If this subsection(1)is checked,an Employee may make a Rollover Contribution to the Plan prior to becoming a Participant in the Plan. 0(2) Check this subsection(2)if the Plan will accept Rollover Contributions from former Employees with an Account Balance under the Plan. ❑(3) Describe any special rules for accepting Rollover Contributions: [Note:The Employer may designate in this subsection(3), or in separate written procedures, the extent to which it will accept rollovers from designated plan types. For example, the Employer may decide not to accept rollovers fi-om certain designated plans(e.g., 403(b)plans,§457 plans or IRAs).Any special rollover procedures will apply uniformly to all Participants under the Plan.] C-3 QDRO PROCEDURES.Do the default QDRO procedures under Section 11.06 of the BPD apply`? 0(a) No ❑(b) Yes ©Copyright2023 Page C-I Nationwide Financial Services,Inc.Governmental 457(b)Plan Employer Signature Page EMPLOYER SIGNATURE PAGE PURPOSE OF EXECUTION.This Signature Page is being executed to effect: ❑(a) The adoption of a new plan,effective [Date can be no earlier than the first day of the Plan Year in which the Plan is adopted]. 0(b) The restatement of an existing plan,effective May 1,2026 [Date can generally be no earlier than the first day of the Plan Year in which the Plan is adopted]. (1) Name of Plan(s)being restated:County of Monroe Board of County Commissioners 457(b)Deferred Compensation Plan (2) The original effective date of the plan(s)being restated: September 22, 1987 ❑(c) An amendment of the Plan. If this Plan is being amended,the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement.All prior Employer Signature Pages should be retained as part of this Adoption Agreement. (1) Effective Dates(s)of amendment:_[Date can generally be no earlier than the first day of'the Plan Year in which the Plan is adopted] (2) Name of plan being amended: (3) The original effective date of the plan(s)being amended: (4) Identify the section(s)of the Adoption Agreement being amended: County of Monroe Board of County Commissioners (Name of Employer) Christine Hurley,County Administrator (6"gfjff&orizedh xcs €tPe) (Title) Christine Hurley Hurley 11250311-04'004 (Signature) (Date) Employers should consult with legal counsel to ensure that the Plan meets applicable federal,State and local law requirements. The IRS does not maintain a pre-approved plan program or a determination letter program for Code§457(b)plans.Employers who want the Internal Revenue Service to review their Code§457(b)plan document or consider any other document form issue may request a private letter ruling.See Revenue Procedure 2023-1 (or annual successor Revenue Procedure)for details. Approved as to form and legal sufficiency for Monroe County only: Cynthia L.Hall,Attorney 4-13-2026 ©Copyright2023 Page ER-I Nationwide Financial Services,Inc.Governmental 457(b)Plan Trust Declaration TRUST DECLARATION Effective date of Trust Declaration:January 1,2024 The Trustee's Investment Powers are: ❑(a) Discretionary.A Trustee is a Discretionary Trustee to the extent the Trustee has exclusive authority and discretion with respect to the investment,management or control of Plan assets. ❑(b) Nondiscretionary.A Trustee is a Directed Trustee with respect to the investment of Plan assets to the extent the Trustee is subject to the direction of the Plan Administrator or the Employer. 0(c) No Trustee.Plan is funded exclusively with custodial accounts,annuity contracts,and/or insurance contracts.(See Section 12.12 of the BPD.) ❑(d) Determined under a separate trust agreement. Name of Trustee: Title of Trust Agreement: Address: Description of any special Trustee powers: ©Copyright2023 Page TD-I GOVERNMENTAL 457(b) PLAN BASIC PLAN DOCUMENT TABLE OF CONTENTS SECTION 1 PLAN DEFINITIONS 1.01 Account............................................................................................................................................................................................1 1.02 Account Balance.............................................................................................................................................................................1 1.03 Adoption Agreement("Agreement"or",AA").............................................................................................................................1 1.04 Age 50 Catch-Up Contributions....................................................................................................................................................1 1.05 Age 50 Catch-Up Contribution Limit...........................................................................................................................................1 1.06 Alternate Payee............................................................................................................................................................................... 1 1.07 Anniversary Years.......................................................................................................................................................................... 1 1.08 Annuity Starting Date....................................................................................................................................................................1 1.09 Beneficiary......................................................................................................................................................................................1 1.10 Code.................................................................................................................................................................................................1 1.11 Collectively Bargained Employee..................................................................................................................................................1 1.12 Computation Period.......................................................................................................................................................................2 (a) Eligibility Computation Period............................................................................................................................................2 (b) Vesting Computation Period................................................................................................................................................2 1.13 Custodian........................................................................................................................................................................................2 1.14 Designated Beneficiary...................................................................................................................................................................2 1.15 Differential Pay...............................................................................................................................................................................2 1.16 Direct Rollover................................................................................................................................................................................2 1.17 Disabled...........................................................................................................................................................................................2 1.18 Distribution Calendar Year...........................................................................................................................................................2 1.19 Effective Date..................................................................................................................................................................................2 1.20 Elapsed Time...................................................................................................................................................................................2 1.21 Eligible Employee...........................................................................................................................................................................2 1.22 Eligible Rollover Distribution........................................................................................................................................................2 1.23 Eligible Retirement Plan................................................................................................................................................................2 1.24 Employee.........................................................................................................................................................................................2 1.25 Employer.........................................................................................................................................................................................2 1.26 Employer Contributions................................................................................................................................................................2 1.27 Employment Commencement Date...............................................................................................................................................2 1.28 Entry Date.......................................................................................................................................................................................2 1.29 Equivalency Method.......................................................................................................................................................................2 1.30 Excess Amount................................................................................................................................................................................3 1.31 FICA Replacement Plan.................................................................................................................................................................3 1.32 Governmental Plan.........................................................................................................................................................................3 1.33 Hour of Service...............................................................................................................................................................................3 (a) Performance of duties...........................................................................................................................................................3 (b) Nonperformance of duties....................................................................................................................................................3 (e) Back pay award.....................................................................................................................................................................3 (d) Related Employers................................................................................................................................................................3 1.34 Includible Compensation...............................................................................................................................................................3 1.35 Independent Contractor.................................................................................................................................................................3 1.36 Matching Contributions.................................................................................................................................................................3 1.37 Maximum Contribution Limit.......................................................................................................................................................3 1.38 Normal Retirement Age.................................................................................................................................................................3 1.39 Part-Time Employee.......................................................................................................................................................................3 1.40 Participant.......................................................................................................................................................................................3 1.41 Participating Employer..................................................................................................................................................................4 1.42 Period of Severance........................................................................................................................................................................4 1.43 Plan..................................................................................................................................................................................................4 1.44 Plan Administrator.........................................................................................................................................................................4 1.45 Plan Compensation.........................................................................................................................................................................4 (a) Determination period............................................................................................................................................................4 (b) Partial period of participation..............................................................................................................................................4 1.46 Plan Year.........................................................................................................................................................................................4 1.47 Pre-Tax Deferrals...........................................................................................................................................................................4 1.48 Predecessor Employer....................................................................................................................................................................4 1.49 Qualified Domestic Relations Order(QDRO)..............................................................................................................................4 1.50 Reemployment Commencement Date...........................................................................................................................................4 1.51 Related Employer...........................................................................................................................................................................5 Mc Copyright 2023 Governmental 457(b)Basic Plan Document i Governmental 457(b)Plan Table of Contents 1.52 Required Beginning Date...............................................................................................................................................................5 1.53 Rollover Contribution....................................................................................................................................................................5 1.54 Roth Deferrals.................................................................................................................................................................................5 1.55 Salary Deferrals..............................................................................................................................................................................5 1.56 Salary Reduction Agreement.........................................................................................................................................................5 1.57 Seasonal Employee.........................................................................................................................................................................5 1.58 Severance from Employment.........................................................................................................................................................5 1.59 Special 457 Catch-Up Contributions.............................................................................................................................................5 1.60 Temporary Employee.....................................................................................................................................................................5 1.61 Total Compensation.......................................................................................................................................................................5 (a) Definition of Total Compensation........................................................................................................................................6 (b) Post-Severance Compensation.............................................................................................................................................6 (c) Continuation payments for disabled Participants..............................................................................................................7 (d) Deemed§125 compensation..................................................................................................................................................7 (e) Differential Pay.....................................................................................................................................................................7 1.62 Valuation Date................................................................................................................................................................................7 1.63 Year of Service................................................................................................................................................................................8 SECTION 2 ELIGIBILITY AND PARTICIPATION 2.01 Eligibility.........................................................................................................................................................................................9 (a) Salary Deferrals.....................................................................................................................................................................9 (b) Employer Contributions and Matching Contributions......................................................................................................9 2.02 Eligible Employees..........................................................................................................................................................................9 (a) Only Employees or Independent Contractors may participate in the Plan......................................................................9 (b) Excluded Employees.............................................................................................................................................................9 (c) Employees of Related Employers.........................................................................................................................................9 (d) Ineligible Employee becomes Eligible Employee................................................................................................................9 (e) Eligible Employee becomes ineligible Employee...............................................................................................................10 2.03 Minimum Age and Service Conditions.......................................................................................................................................10 (a) Application of age and service conditions.........................................................................................................................10 (b) Entry Dates for Salary Deferrals,Employer Contributions and Matching Contributions...........................................11 2.04 Participation on Effective Date of Plan.......................................................................................................................................11 2.05 Service with Predecessor Employers...........................................................................................................................................12 2.06 Rehired Employees....................................................................................................................................................................... 12 SECTION 3 PLAN CONTRIBUTIONS 3.01 Types and Timing of Contributions............................................................................................................................................13 (a) Types of Contributions.......................................................................................................................................................13 (b) Timing of Contributions.....................................................................................................................................................13 (c) Frozen Plan..........................................................................................................................................................................13 3.02 Employer Contribution Formulas...............................................................................................................................................13 (a) Discretionary Employer Contribution...............................................................................................................................13 (b) Fixed Employer Contribution............................................................................................................................................13 (c) Service-based Employer Contribution..............................................................................................................................13 (d) Other Employer Contributions..........................................................................................................................................13 (e) Optional treatment of Employer Contributions as Roth Deferrals.................................................................................13 3.03 Salary Deferrals............................................................................................................................................................................ 13 (a) Salary Reduction Agreement.............................................................................................................................................13 (b) Change in Salary Reduction Agreement election.............................................................................................................14 (c) Automatic deferral election................................................................................................................................................14 (d) Age 50 Catch-Up Contributions.........................................................................................................................................17 (e) Special 457 Catch-Up Contributions.................................................................................................................................17 (f) Deferral of sick,vacation,PTO and back pay..................................................................................................................17 (g) Roth Deferrals..................................................................................................................................................................... 18 (h) In-Plan Roth Conversions..................................................................................................................................................19 3.04 Matching Contributions............................................................................................................................................................... 19 (a) Contributions eligible for Matching Contributions..........................................................................................................19 (b) Period for determining Matching Contributions..............................................................................................................19 (c) True-up contributions.........................................................................................................................................................20 (d) Optional treatment of Matching Contributions as Roth contributions..........................................................................20 (e) Treatment of Qualified Student Loan Payments as Salary Deferrals for Matching Contributions.............................20 Cc Copyright 2023 Governmental 457(b)Basic Plan Document ii Governmental 457(b)Plan Table of Contents 3.05 Rollover Contributions.................................................................................................................................................................20 3.06 Allocation Conditions...................................................................................................................................................................20 (a) Application to designated period.......................................................................................................................................21 (b) Special rule for year of Plan termination..........................................................................................................................21 3.07 Service with Predecessor Employers...........................................................................................................................................21 3.08 FICA Replacement Plan...............................................................................................................................................................21 (a) Minimum retirement benefit requirement........................................................................................................................21 (b) Qualified Participant..........................................................................................................................................................21 (c) Special rule for short period...............................................................................................................................................21 SECTION 4 ROLLOVER CONTRIBUTIONS,TRANSFERS AND AUTOMATIC PORTABILITY TRANSACTIONS 4.01 Rollover Contributions.................................................................................................................................................................23 (a) Special Accounting Rule for Rollovers.............................................................................................................................24 (b) Refusal of Rollover Contributions....................................................................................................................................24 4.02 Transfers to the Plan....................................................................................................................................................................24 4.03 Automatic Portability Transactions............................................................................................................................................24 SECTION 5 LIMITS ON CONTRIBUTIONS 5.01 Maximum Contribution Limit.....................................................................................................................................................25 (a) Components of the Maximum Contribution Limit..........................................................................................................25 (b) Limitation Period................................................................................................................................................................25 (c) Contributions Subject to the Maximum Contribution Limitation..................................................................................25 5.02 Basic Annual Limit.......................................................................................................................................................................25 5.03 Age 50 Catch-Up Limit................................................................................................................................................................25 5.04 Special 457 Catch-Up Limit.........................................................................................................................................................25 (a) Underutilization Limitation...............................................................................................................................................25 (b) Normal Retirement Age......................................................................................................................................................25 (c) Special Rule for Qualified Police and Firefighters...........................................................................................................25 5.05 Excess Deferrals under the Plan..................................................................................................................................................25 5.06 Excess Deferrals Arising from Application of the Individual Limitation................................................................................26 (a) Individual Limitation..........................................................................................................................................................26 (b) Special Rules for Catch-Up Amounts under Multiple 457(b)Plans................................................................................26 SECTION 6 SPECIAL RULES AFFECTING THIS GOVERNMENTAL 457(B)PLAN 6.01 Plan Adoption as Governmental Plan.........................................................................................................................................27 6.02 Failure to Satisfy Requirements of Code§457(b)Applicable to Governmental Code§457(b)Plans....................................27 6.03 Reporting to Internal Revenue Service and Participants..........................................................................................................27 6.04 Taxation of Distributions.............................................................................................................................................................27 SECTION 7 PARTICIPANT VESTING AND FORFEITURES 7.01 Vesting of Contributions..............................................................................................................................................................28 7.02 Vesting Schedules.........................................................................................................................................................................28 (a) Vesting schedule..................................................................................................................................................................28 (b) Special vesting rules............................................................................................................................................................28 7.03 Year of Service..............................................................................................................................................................................28 (a) Hours of Service..................................................................................................................................................................28 (b) Elapsed Time method.........................................................................................................................................................29 7.04 Vesting Computation Period........................................................................................................................................................29 7.05 Excluded service...........................................................................................................................................................................30 7.06 Service with Predecessor Employers...........................................................................................................................................30 7.07 Forfeiture of Benefits....................................................................................................................................................................30 7.08 Allocation of Forfeitures..............................................................................................................................................................30 (a) Reallocation as additional contributions...........................................................................................................................30 (b) Reduction of contributions.................................................................................................................................................30 (e) Payment of Plan expenses...................................................................................................................................................30 (d) Frozen Plans........................................................................................................................................................................30 SECTION 8 PLAN DISTRIBUTIONS 8.01 Distribution Options.....................................................................................................................................................................31 Cc Copyright 2023 Governmental 457(b)Basic Plan Document iii Governmental 457(b)Plan Table of Contents 8.02 Amount Eligible for Distribution................................................................................................................................................31 8.03 Permissible Distribution Events..................................................................................................................................................31 8.04 Severance from Employment.......................................................................................................................................................32 8.05 Distribution Upon Death..............................................................................................................................................................32 (a) Death after commencement of benefits.............................................................................................................................32 (b) Death before commencement of benefits...........................................................................................................................32 (c) Determining a Participant's Beneficiary...........................................................................................................................32 (d) Slayer Rule...........................................................................................................................................................................32 8.06 Distributions of Smaller Amounts...............................................................................................................................................33 (a) Conditions for Distribution................................................................................................................................................33 (b) Participant Election............................................................................................................................................................33 8.07 Distributions under a Qualified Domestic Relations Order......................................................................................................33 8.08 Unforeseeable Emergency Distribution......................................................................................................................................33 (a) Amount available for distribution.....................................................................................................................................34 (b) Definition of Unforeseeable Emergency............................................................................................................................34 (c) Availability of Other Resources.........................................................................................................................................34 (d) Employee certification........................................................................................................................................................34 8.09 Direct Rollovers............................................................................................................................................................................34 (a) Eligible Rollover Distribution............................................................................................................................................34 (b) Eligible Retirement Plan.....................................................................................................................................................34 (c) Direct Rollover....................................................................................................................................................................35 (d) Direct Rollover notice.........................................................................................................................................................35 (e) Direct Rollover by Non-Spouse Beneficiary......................................................................................................................35 (f) Automatic Rollovers............................................................................................................................................................35 8.10 Sources of Distribution.................................................................................................................................................................35 8.11 Transfers from the Plan to another Code§457(b)Plan.............................................................................................................35 8.12 Permissive Service Credit Transfers...........................................................................................................................................35 8.13 Qualified Distributions for Retirement Public Safety Officers.................................................................................................34 (a) Qualified health insurance premiums...............................................................................................................................34 (b) Eligible retired public safety officer..................................................................................................................................34 8.14 Qualified Birth and Adoption Distributions...............................................................................................................................34 (a) Definitions............................................................................................................................................................................34 (b) $5,000limitation..................................................................................................................................................................34 (c) Recontributions to applicable Eligible Retirement Plans................................................................................................34 (d) Other applicable rules.........................................................................................................................................................34 8.15 Portability of lifetime income options.........................................................................................................................................34 (a) Qualified Distribution.........................................................................................................................................................34 (b) Lifetime Income Investment...............................................................................................................................................34 (c) Lifetime Income Feature....................................................................................................................................................34 (d) Qualified Plan Distribution Annuity Contract.................................................................................................................34 8.16 Special Disaster-Related Rules under the Taxpayer Certainty and Disaster Tax Relief Act of 2020....................................34 (a) Eligibility for Qualified Disaster Distribution..................................................................................................................34 (b) Repayment of Qualified Disaster Distribution..................................................................................................................34 (c) Special Loan Rules..............................................................................................................................................................34 8.17 Qualified Disaster Recovery Distributions and loans from the Plan........................................................................................40 (a) Eligibility for Qualified Disaster Recovery Distribution..................................................................................................40 (b) Repayment of Qualified Disaster Recovery Distribution.................................................................................................40 (c) Special Loan Rules..............................................................................................................................................................40 8.18 Emergency Personal Expense Distributions...............................................................................................................................41 (a) Definition of Emergency Person Expense Distribution....................................................................................................41 (b) Limits and other rules applicable to Emergency Personal Expense Distributions........................................................41 8.19 Domestic Abuse Distributions......................................................................................................................................................41 (a) Definition of Domestic Abuse Distribution.......................................................................................................................42 (b) Definition of Domestic Abuse.............................................................................................................................................42 (c) Limits and other rules applicable to Domestic Abuse Distributions...............................................................................42 8.20 Qualified Long-Term Care Distributions...................................................................................................................................42 (a) Definition of Qualified Long-Term Care Distribution.....................................................................................................42 (b) Definiton of Certified Long-Term Care Insurance..........................................................................................................42 (c) Long-Term Care Premium Statement...............................................................................................................................43 Cc Copyright 2023 Governmental 457(b)Basic Plan Document iv Governmental 457(b)Plan Table of Contents SECTION 9 REQUIRED MINIMUM DISTRIBUTIONS 9.01 Required Minimum Distributions during Participant's lifetime..............................................................................................44 (a) Amount of Required Minimum Distribution for each Distribution Calendar Year......................................................44 (b) Lifetime Required Minimum Distributions continue through year of Participant's death..........................................44 9.02 Required Minimum Distribution Rules After Participant's Death..........................................................................................44 (a) 10-year rule..........................................................................................................................................................................45 (b) Special rule in case of certain trusts for disabled or chronically ill Eligible Desigated Beneficiary.............................45 9.03 Definitions.....................................................................................................................................................................................45 (a) Designated Beneficiary.......................................................................................................................................................45 (b) Eligible Designated Beneficiary.........................................................................................................................................45 (c) Distribution Calendar Year................................................................................................................................................46 (d) Life expectancy....................................................................................................................................................................46 (e) Account Balance..................................................................................................................................................................46 (f) Required Beginning Date....................................................................................................................................................46 9.04 Special Rules.................................................................................................................................................................................46 (a) Forms of Distribution.........................................................................................................................................................46 (b) Treatment of trust beneficiaries as Designated Beneficiaries..........................................................................................46 (c) Modification of Minimum Distribution Rules Relating to Qualified Longevity Annuity Contracts............................46 (d) Other SECURE 2.0 modifications to required minimum distribution rules..................................................................46 9.05 Required Minimum Distributions for 2020................................................................................................................................52 (a) Temporary waiver of required minimum distribution rules for 2020............................................................................52 (b) Treatment of trust beneficiaries as Designated Beneficiaries..........................................................................................52 SECTION 10 INVESTMENT VEHICLES AND PARTICIPANT ACCOUNTS 10.01 Participant Accounts....................................................................................................................................................................53 10.02 Value of Participant Accounts.....................................................................................................................................................53 (a) Periodic valuation................................................................................................................................................................53 (b) Daily valuation.....................................................................................................................................................................53 (c) Interim valuations...............................................................................................................................................................53 10.03 Adjustments to Participant Accounts.........................................................................................................................................53 (a) Distributions and forfeitures from a Participant's Account............................................................................................53 (b) Contributions and forfeitures allocated to a Participant's Account...............................................................................53 (c) Net income or loss................................................................................................................................................................53 10.04 Procedures for Determining Net Income or Loss.......................................................................................................................53 10.05 Investments under the Plan.........................................................................................................................................................53 (a) Individual/Pooled Accounts................................................................................................................................................54 (b) Participant direction of investments..................................................................................................................................54 SECTION 11 PLAN ADMINISTRATION AND OPERATION 11.01 Plan Administrator.......................................................................................................................................................................55 11.02 Designation of Alternative Plan Administrator..........................................................................................................................55 (a) Acceptance of responsibility by designated Plan Administrator.....................................................................................55 (b) Multiple alternative Plan Administrators.........................................................................................................................55 (c) Resignation or removal of designated Plan Administrator..............................................................................................55 (d) Employer responsibilities...................................................................................................................................................55 11.03 Duties,Powers,and Responsibilities of the Plan Administrator...............................................................................................55 (a) Delegation of duties,powers and responsibilities.............................................................................................................55 (b) Specific Plan Administrator responsibilities.....................................................................................................................55 11.04 Plan Administration Expenses.....................................................................................................................................................56 (a) Reasonable Plan administration expenses.........................................................................................................................56 (b) Plan expense allocation.......................................................................................................................................................56 11.05 Delegation of Administrative Responsibilities............................................................................................................................56 11.06 Qualified Domestic Relations Orders(QDROs).........................................................................................................................56 (a) In general.............................................................................................................................................................................56 (b) Definitions related to Qualified Domestic Relations Orders(QDROs)...........................................................................56 (c) Recognition as a QDRO......................................................................................................................................................57 (d) Contents of QDRO..............................................................................................................................................................57 (e) Impermissible QDRO provisions.......................................................................................................................................57 (f) Immediate distribution to Alternate Payee.......................................................................................................................57 (g) Fee for QDRO determination.............................................................................................................................................57 Cc Copyright 2023 Governmental 457(b)Basic Plan Document v Governmental 457(b)Plan Table of Contents (h) Default QDRO procedure...................................................................................................................................................57 11.07Missing Participant or Beneficiary and Uncashed Checks..............................................................................................58 SECTION 12 TRUST AGREEMENT 12.01 Creation of Trust..........................................................................................................................................................................59 12.02 Trustee...........................................................................................................................................................................................59 (a) Discretionary Trustee.........................................................................................................................................................59 (b) Directed Trustee..................................................................................................................................................................59 12.03 Trustee's Responsibilities Regarding Administration of Trust................................................................................................59 12.04 Trustee's Responsibility Regarding Investment of Plan Assets................................................................................................60 12.05 More than One Person as Trustee...............................................................................................................................................60 12.06 Annual Valuation..........................................................................................................................................................................61 12.07 Reporting to Plan Administrator and Employer.......................................................................................................................61 12.08 Reasonable Compensation...........................................................................................................................................................61 12.09 Resignation and Removal of Trustee..........................................................................................................................................61 12.10 Indemnification of Trustee...........................................................................................................................................................61 12.11 Appointment of Custodian...........................................................................................................................................................61 12.12 Satisfaction of Trust Requirement Using Custodial Accounts or Annuity Contracts.............................................................62 SECTION 13 PARTICIPANT LOANS 13.01 Availability of Participant Loans................................................................................................................................................63 13.02 Must be Available in Reasonably Equivalent Manner..............................................................................................................63 13.03 Loan Limitations...........................................................................................................................................................................63 13.04 Limit on Amount and Number of Loans....................................................................................................................................63 (a) Loan renegotiation..............................................................................................................................................................63 (b) Participant must be creditworthy......................................................................................................................................63 13.05 Reasonable Rate of Interest.........................................................................................................................................................63 13.06 Adequate Security.........................................................................................................................................................................64 13.07 Periodic Repayment.....................................................................................................................................................................64 (a) Unpaid leave of absence......................................................................................................................................................64 (b) Military leave.......................................................................................................................................................................64 13.08 Designation of Accounts...............................................................................................................................................................64 13.09 Procedures for Loan Default.......................................................................................................................................................64 13.10 Termination of Employment........................................................................................................................................................65 (a) Offset of outstanding loan...................................................................................................................................................65 (b) Direct Rollover....................................................................................................................................................................65 (c) Modified loan policy............................................................................................................................................................65 13.11 Amendment of Plan to Eliminate Participant Loans.................................................................................................................65 13.12 Mergers,Transfers or Direct Rollovers from another Plan/Change in Loan Record Keeper...............................................65 SECTION 14 PLAN AMENDMENTS,TERMINATION,MERGERS,EXCHANGES AND TRANSFERS 14.01 Plan Amendments.........................................................................................................................................................................66 (a) Amendment by the Employer............................................................................................................................................66 (b) Reduction of Account Balance...........................................................................................................................................66 14.02 Plan Termination..........................................................................................................................................................................66 (a) Distribution upon Plan termination...................................................................................................................................66 (b) Termination upon merger,liquidation or dissolution of the Employer..........................................................................66 (c) Missing Participants............................................................................................................................................................66 14.03 Merger or Consolidation..............................................................................................................................................................66 SECTION 15 MISCELLANEOUS 15.01 Exclusive Benefit...........................................................................................................................................................................67 15.02 Return of Employer Contributions.............................................................................................................................................67 15.03 Alienation or Assignment.............................................................................................................................................................67 15.04 Participants'Rights......................................................................................................................................................................67 15.05 Military Service............................................................................................................................................................................67 (a) Death benefits under qualified military service................................................................................................................67 (b) Benefit accruals...................................................................................................................................................................67 (c) Plan distributions................................................................................................................................................................68 (d) Make-Up Contributions......................................................................................................................................................68 Cc Copyright 2023 Governmental 457(b)Basic Plan Document vi Governmental 457(b)Plan Table of Contents 15.06 Annuity Contracts........................................................................................................................................................................68 15.07 Use of IRS compliance programs................................................................................................................................................68 15.08 Governing Law.............................................................................................................................................................................68 15.09 Waiver of Notice...........................................................................................................................................................................68 15.10 Use of Electronic Media...............................................................................................................................................................68 15.11 Severability of Provisions.............................................................................................................................................................69 15.12 Binding Effect...............................................................................................................................................................................69 15.13 Same-Sex Spouses.........................................................................................................................................................................69 SECTION 16 PARTICIPATING EMPLOYERS 16.01 Participation by Participating Employers..................................................................................................................................70 16.02 Participating Employer Adoption Page......................................................................................................................................70 (a) Application of Plan provisions...........................................................................................................................................70 (b) Plan amendments................................................................................................................................................................70 (c) Trust Declaration................................................................................................................................................................70 16.03 Compensation of Related Employers..........................................................................................................................................70 16.04 Discontinuance of Participation by a Participating Employer..................................................................................................70 16.05 Operational Rules for Related Employer Groups......................................................................................................................70 Cc Copyright 2023 Governmental 457(b)Basic Plan Document vii Governmental 457(b)Plan Section 1—Plan Definitions SECTION 1 PLAN DEFINITIONS This Section contains definitions for common terms that are used throughout the Plan.All capitalized terms under the Plan are defined in this Section or in the relevant section of the Plan document where such term is used. 1.01 Account.The separate Account that the Plan Administrator maintains for each Participant under the Plan.A Participant may have any(or all)of the following separate Accounts under the Plan: • Pre-tax Deferral Account • Roth Deferral Account • Employer Contribution Account • Matching Contribution Account • Rollover Contribution Account • Roth Rollover Contribution Account • In-plan Roth Conversion Account • Transfer Account The Plan Administrator will maintain separate Accounts for the vested and non-vested portions of any Account. The Plan Administrator may establish other Accounts,as it deems necessary,for the proper administration of the Plan. 1.02 Account Balance.Account Balance shall mean a Participant's(or Beneficiary's)balances in all of the Accounts that the Plan Administrator maintains for the Participant(or Beneficiary)under the Plan. 1.03 Adoption Agreement("Agreement"or"AA").The Adoption Agreement contains the elective provisions that an Employer may complete to supplement or modify the provisions under the Plan.Each adopting Employer must complete and execute the Adoption Agreement.Employers adopting the Plan(other than the Employer that executes the Signature Page of the Adoption Agreement)must execute a Participating Employer Adoption Page under the Adoption Agreement("Participating Employer Adoption Page").An Employer may adopt more than one Adoption Agreement associated with this Plan document.Each executed Agreement is treated as a separate Plan. 1.04 Age 50 Catch-Up Contributions.Salary Deferrals made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are age 50 or over by the end of their taxable years. See Section 3.03(d). 1.05 Age 50 Catch-Up Contribution Limit.The annual limit applicable to Age 50 Catch-Up Contributions as set forth in Section 3.03(d)(1). 1.06 Alternate Pavee.A person designated to receive all or a portion of the Participant's benefit pursuant to a QDRO. See Section 11.06. 1.07 Anniversary Years.An alternative period for measuring Eligibility Computation Periods(under Section 2.03(a)(2))and Vesting Computation Periods(under Section 7.04).An Anniversary Year is any 12-month period which commences with the Employee's Employment Commencement Date or which commences with the anniversary of the Employee's Employment Commencement Date. 1.08 Annuity Starting Date.The date a Participant commences distribution from the Plan.if a Participant commences distribution with respect to a portion of such Participant's Account Balance,a separate Annuity Starting Date applies to any subsequent distribution.If distribution is made in the form of an annuity,the Annuity Starting Date may be treated as the first day of the first period for which annuity payments are made. 1.09 Beneficiary.A person designated by the Participant(or by the terms of the Plan)to receive a benefit under the Plan upon the death of the Participant. 1.10 Code.The Internal Revenue Code of 1986,as amended. 1.11 Collectively Bargained Employee.An Employee who is included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee representatives and whose retirement benefits are subject to good faith bargaining.Such Employees may be excluded from the Plan if designated under AA§3-1(b).See Section 2.02(b)(1)for additional requirements related to the exclusion of Collectively Bargained Employees. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 1 Governmental 457(b)Plan Section 1-Plan Definitions 1.12 Computation Period.The 12-consecutive month period used for measuring whether an Employee completes a Year of Service for eligibility or vesting purposes. (a) Eligibility Computation Period.The 12-consecutive month period used for measuring Years of Service for eligibility purposes.See Section 2.03(a)(2). (b) Vesting Computation Period.The 12-consecutive month period used for measuring Years of Service for vesting purposes.See Section 7.04. 1.13 Custodian.The company(ies)that hold custodial accounts held under the Plan. 1.14 Designated Beneficiary.A Beneficiary who is designated by the Participant(or by the terms of the Plan)for purposes of the required minimum distribution rules under Code§401(a)(9). 1.15 Differential Pay.Certain payments made by the Employer to an individual while the individual is performing service in the Uniformed Services. 1.16 Direct Rollover.A rollover,at the Participant's direction,of all or a portion of the Participant's vested Account Balance directly to an Eligible Retirement Plan. 1.17 Disabled.An individual is considered Disabled for purposes of applying the provisions of this Plan if the individual meets the definition of Disabled elected by the Employer under AA§2-7 or as defined in separate administrative procedures.If the Plan references a third-party determination of a Participant being Disabled,the Plan Administrator may rely on such determination. A Disabled Participant may make Salary Deferrals to the extent such Participant has eligible Plan Compensation to defer and has not had a Severance from Employment. 1.18 Distribution Calendar Year.A calendar year for which a minimum distribution is required. See Section 9. 1.19 Effective Date.The date this Plan,including any restatement or amendment of this Plan,is effective.(See the Employer Signature Page of the Adoption Agreement(`Employer Signature Page"). 1.20 Elapsed Time.A special method for crediting service for eligibility or vesting. See Section 2.03(a)(5)for more information on the Elapsed Time method of crediting service for eligibility purposes and Section 7.03(b)for more information on the Elapsed Time method of crediting service for vesting purposes.Also see Section 3.06 for information on the Elapsed Time method for allocation conditions. 1.21 Eligible Emplovee.An Employee who is not excluded from participation under Section 2.02 of the Plan or AA§3-1. 1.22 Eligible Rollover Distribution.An amount distributed from the Plan that is eligible for rollover to an Eligible Retirement Plan,as defined under Section 8.09(a)of the Plan. 1.23 Eligible Retirement Plan.A plan described under Section 8.09(b)of the Plan. 1.24 Emplovee.An Employee is any individual employed by the Employer(including any Related Employer).An Independent Contractor is not an Employee.An Employee is not eligible to participate under the Plan if the individual is not an Eligible Employee under Section 2.02.The term Employee does not include a leased employee. 1.25 Emplover.Except as otherwise provided,Employer means the Employer that adopts this Plan and any Related Employer.(See Section 16 of the Plan for rules that apply to Employers that execute a Participating Employer Adoption Page.)The Employer must be a State,political subdivision of a State,or any agency or instrumentality of a State or political subdivision of a State,as provided under Code§457(e)(1)(A). 1.26 Emplover Contributions.Contributions the Employer makes pursuant to AA§6.See Section 3.02. 1.27 Employment Commencement Date.The date the Employee first performs an Hour of Service for the Employer. 1.28 Entry Date.The date on which an Employee becomes a Participant upon satisfying the Plan's minimum age and service conditions. See Section 2.03(b). 1.29 Equivalency Method.An alternative method for crediting Hours of Service for purposes of eligibility and vesting.See Section 2.03(a)(4)for eligibility provisions and Section 7.03(a)(2)for vesting provisions. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 2 Governmental 457(b)Plan Section 1—Plan Definitions 1.30 Excess Amount.Amounts which exceed the Code§457(b)Maximum Contribution Limit. 1.31 FICA Replacement Plan.This Plan may qualify as a FICA Replacement Plan under Code§3121(b)(7)(F)if the requirements under Section 3.08 are satisfied. 1.32 Governmental Plan.A Governmental Plan is a Plan established and maintained for its Employees by a State,and any agency or instrumentality of a State or political subdivision of a State as described in Code§457(e)(1)(A). 1.33 Hour of Service.Each Employee of the Employer will receive credit for each Hour of Service such Employee works for purposes of applying the eligibility,vesting and allocation rules under the Plan.An Employee will not receive credit for the same Hour of Service under more than one category listed below. (a) Performance of duties.Hours of Service include each hour for which an Employee is paid,or entitled to payment,for the performance of duties for the Employer.These hours will be credited to the Employee for the computation period in which the duties are performed. (b) Nonperformance of duties.Hours of Service include each hour for which an Employee is paid,or entitled to payment, by the Employer on account of a period of time during which no duties are performed(irrespective of whether the employment relationship has terminated)due to vacation,holiday,illness,incapacity(including disability),layoff,jury duty,military duty or leave of absence.No more than 501 hours of service will be credited under this paragraph for any single continuous period(whether or not such period occurs in a single Computation Period).Hours under this paragraph will be calculated and credited pursuant to§2530.200b-2 of the Department of Labor Regulations which is incorporated herein by this reference. (c) Back pav award.Hours of Service include each hour for which back pay,irrespective of mitigation of damages,is either awarded or agreed to by the Employer.The same Hours of Service will not be credited both under subsection(a) or subsection(b),as the case may be,and under this subsection(c).These hours will be credited to the Employee for the Computation Period(s)to which the award or agreement pertains rather than the Computation Period in which the award,agreement or payment is made. (d) Related Employers.Hours of Service will be credited for employment with any Related Employer. 1.34 Includible Compensation.As used under this Plan,the tern Includible Compensation has the same meaning as Total Compensation,as defined in Section 1.61 of the Plan. 1.35 Independent Contractor.An individual that provides goods or services to the Employer under terns specified in a contract or within some other type of agreement.Generally,an individual is an Independent Contractor if the Employer has the right to control or direct only the result of the individual's work and not what will be done and how it will be done.An Independent Contractor is not an Employee unless designated otherwise under AA§3-2. 1.36 Matching Contributions.Matching Contributions are contributions made by the Employer on behalf of a Participant on account of Salary Deferrals made by such Participant,as designated under AA§613. 1.37 Maximum Contribution Limit.The limit on contributions made to the Plan as described under Section 5 of the Plan. 1.38 Normal Retirement Age.The age selected under AA§7-1. 1.39 Part-Time Employee.Unless defined otherwise under AA§3-1(1),a Part-Time Employee is an Employee who is normally scheduled to work 20 or fewer hours per week.Notwithstanding the foregoing,if the Employer is a post-secondary educational institution,an Employee who is a teacher shall not be considered a Part-Time Employee if such Employee normally has classroom hours of one-half or more of the number of classroom hours designated by the Employer as constituting full-time employment,provided that such designation is reasonable under all of the facts and circumstances. 1.40 Participant.Except as provided under AA§3-1,a Participant is an Employee(or former Employee)who has satisfied the conditions for participating under the Plan,as described in Section 2.03 and AA§4-1.A Participant also includes any Employee(or former Employee)who has an Account Balance under the Plan,including an Account Balance derived from a rollover or transfer from another plan or IRA.A Participant is entitled to share in an allocation of contributions or forfeitures under the Plan for a given year only if the Participant is an Eligible Employee as defined in Section 2.02,and satisfies the allocation conditions set forth in Section 3.06. An Employee is treated as a Participant with respect to Salary Deferrals once the Employee has satisfied the eligibility conditions under AA§4-1 for malting such contributions,even if the Employee chooses not to actually make such contributions Cc Copyright 2023 Governmental 457(b)Basic Plan Document 3 Governmental 457(b)Plan Section I—Plan Definitions to the Plan.An Employee is treated as a Participant with respect to Matching Contributions once the Employee has satisfied the eligibility conditions under AA§4-1 for receiving such contributions,even if the Employee does not receive a Matching Contribution because of the Employee's failure to make contributions eligible for the Matching Contribution. 1.41 Participating Employer.An Employer that adopts this Plan by executing the Participating Employer Adoption Page. See Section 16 for the rules applicable to Participating Employers. 1.42 Period of Severance.A continuous period of time during which the Employee is not employed by the Employer,and which is used to determine an Employee's Participation under the Elapsed Time method. See Section 2.03(a)(5)for rules regarding eligibility and Section 7.03(b)for rules regarding vesting. 1.43 Plan.The Plan is the deferred compensation plan,established or continued by the Employer for the benefit of its Employees under this Plan document,which is to be interpreted and operated in compliance with the requirements of Code§457(b)and applicable regulations.The Employer must be an eligible employer under Code§457(e)(1)(A)to establish the Plan and the Plan must satisfy the requirements of Treas.Reg. 1.457(b).The Plan consists of the Basic Plan Document(BPD)and the elections made under the Adoption Agreement.The Basic Plan Document is the portion of the Plan that contains the non-elective provisions.The Employer may supplement or modify the Basic Plan Document through its elections in the Adoption Agreement or by separate governing documents.If the Employer adopts more than one Adoption Agreement under this Plan, then each executed Adoption Agreement represents a separate Plan. 1.44 Plan Administrator.The Plan Administrator is the person designated to be responsible for the administration and operation of the Plan.Unless otherwise designated by the Employer,the Plan Administrator is the Employer.If another Employer has executed a Participating Employer Adoption Page,the Employer referred to in this Section is the Employer that executes the Employer Signature Page. 1.45 Plan Compensation.Plan Compensation is Total Compensation,as modified under AA§5-3,which is actually paid to an Employee during the determination period(as defined in subsection(a)below).In determining Plan Compensation,the Employer may elect under AA§5-3 to exclude all Salary Deferrals,pre-tax contributions to a cafeteria plan or a Code§457 plan,and qualified transportation fringes under Code§132(f)(4).In addition,the Employer may elect under AA§5-3 to exclude other designated elements of compensation. Plan Compensation generally includes amounts an Employee earns with a Participating Employer and amounts earned with a Related Employer(even if the Related Employer has not executed a Participating Employer Adoption Page).However,the Employer may elect under AA§5-30)to exclude all amounts earned with a Related Employer that has not executed a Participating Employer Adoption Page. (a) Determination period.Unless designated otherwise under AA§54(a),Plan Compensation is determined based on the Plan Year.Alternatively,the Employer may elect under AA§54 to determine Plan Compensation on the basis of the calendar year ending in the Plan Year or any other 12-month period ending in the Plan Year.If the determination period is the calendar year or other 12-month period ending in the Plan Year,for any Employee whose date of hire is less than 12 months before the end of the designated 12-month period,Plan Compensation will be determined over the Plan Year. (b) Partial period of participation.If an Employee is a Participant for only part of a Plan Year,Plan Compensation may be determined over the entire Plan Year or over the period during which such Employee is a Participant.In determining whether an Employee is a Participant for purposes of applying this subsection(b),the Employee's status will be determined solely with respect to the contribution type for which the definition of Plan Compensation is being determined.Plan Compensation does not include any amounts paid for any period while an individual is not an Eligible Employee(as defined in Section 2.02). 1.46 Plan Year.The 12-consecutive month period designated under AA§24 on which the records of the Plan are maintained. 1.47 Pre-Tax Deferrals.Pre-Tax Deferrals are a Participant's Salary Deferrals that are not includible in the Participant's gross income at the time deferred. 1.48 Predecessor Employer.An employer that previously employed the Employees of the Employer. 1.49 Oualified Domestic Relations Order(ODRO).A domestic relations order that provides for the payment of all or a portion of the Participant's benefits to an Alternate Payee and satisfies the requirements under Code§414(p). See Section 11.06. 1.50 Reemployment Commencement Date.The first date upon which an Employee is credited with an Hour of Service following a break in employment service(or Period of Severance,if the Plan is using the Elapsed Time method of crediting service). Cc Copyright 2023 Governmental 457(b)Basic Plan Document 4 Governmental 457(b)Plan Section 1—Plan Definitions 1.51 Related Emplover.A Related Employer means a controlled group of employers under common control.This determination is made consistent with the principles set forth under Treas.Reg.§1.414(c)-5 and any other guidance issued by the IRS relating to control groups of tax-exempt or governmental employers.For purposes of applying the provisions under this Plan,the Employer and any Related Employers are treated as a single Employer,unless specifically stated otherwise. See Section 16.05 for operational rules that apply when the Employer is a member of a Related Employer group.Also see Section 2.02(c)or Section 16 for rules regarding participation of Employees of Related Employers. 1.52 Required Beginning Date.The date by which minimum distributions must commence under the Plan. See Section 9.03(f). 1.53 Rollover Contribution.A contribution made by an Employee to the Plan attributable to an Eligible Rollover Distribution,as defined under Section 8.09(a)of the Plan.See Section 3.05 for rules regarding the acceptance of Rollover Contributions under this Plan. 1.54 Roth Deferrals.Roth Deferrals are Salary Deferrals that are includible in the Participant's gross income at the time deferred and have been irrevocably designated as Roth Deferrals in the Participant's Salary Reduction Agreement.A Participant's Roth Deferrals will be maintained in a separate Account containing only the Participant's Roth Deferrals and gains and losses attributable to those Roth Deferrals. 1.55 Salary Deferrals.Amounts contributed to the Plan at the election of the Participant,in lieu of cash compensation,which are made pursuant to a Salary Reduction Agreement or other deferral mechanism,and which are not includible in the gross income of the Employee pursuant to Code§457.Salary Deferrals may include Roth Deferrals and Pre-Tax Deferrals. 1.56 Salary Reduction Agreement.A written agreement between a Participant and the Employer,whereby the Participant elects to have a specific percentage or dollar amount withheld from such Participant's Plan Compensation and the Employer agrees to contribute such amount into the 457(b)Plan. See Section 3.03(a). 1.57 Seasonal EmploLec.An Employee who normally works on a full-time basis less than five months during any year. 1.58 Severance from Employment.The Employee ceases to be employed by the Employer maintaining the Plan due to death, retirement or other severance from employment as provided under Treas.Reg. §1.457-6(b)(1).An Independent Contractor is considered to have a Severance from Employment upon the expiration of the contract under which the services are performed as provided under Treas.Reg. §1.457-6(b)(2).An Independent Contactor will be deemed to have a Severance from Employment if:(1)no amount will be paid from the Plan before a date that is at least 12 months after the contact expires,and(2)no amount payable to the Participant on the date described in(1)is paid if,before such date,the Participant performs services for the employer as an Independent Contractor or as an Employee. 1.59 Special 457 Catch-Up Contributions.A special catch-up contribution allowed for certain Employees as permitted under Code §457(b)(3)and described under Section 5.04. 1.60 Temporary Emplovee.Any Employee performing services under a contractual arrangement with the Employer of two years or less duration.Possible contract extensions may be considered in determining the duration of a contractual arrangement,but only if,wider the facts and circumstances,there is a significant likelihood that the Employee's contract will be extended. Future contract extensions are considered significantly likely to occur for purposes of this rule if: (a) on average 80 percent of similarly situated Employees have had bona fide offers to renew their contracts in the immediately preceding two academic or calendar years;or (b) the Employee with respect to whom the determination is being made has a history of contract extensions with respect to such Employee's current position. An Employee is not considered a Temporary Employee solely because such Employee is included in a unit of Employees covered by a collective bargaining agreement of two years or less duration. 1.61 Total Compensation.A Participant's compensation for services with the Employer.The term Total Compensation as used in this Plan has the same meaning as"includible compensation"as defined under Treas.Reg.§1.457-2(g).As used under this Plan,the terms Total Compensation and Includible Compensation have the same meaning.Total Compensation may be defined in AA§5-1 to be either W-2 Wages,Wages under Code§3401(a),or Code§415 Compensation.Each definition of Total Compensation includes Salary Deferrals,elective contributions to a cafeteria plan under Code§125 or to an eligible deferred compensation plan under Code§401(k)or Code§403(b),and elective contributions that are not includible in the Employee's gross income as a qualified transportation fringe under Code§132(t)(4).In the case of a Participant who for a taxable year excludes from gross income under Code§131 a qualified foster care payment which is a difficulty of care payment,the Cc Copyright 2023 Governmental 457(b)Basic Plan Document 5 Governmental 457(b)Plan Section 1—Plan Definitions Participant's Total Compensation shall be increased by the amount of the excludable difficulty of care payments made by the Employer. For an Independent Contractor,Total Compensation means the income reportable by the Employer for services performed for the Employer by the Independent Contractor. Unless described otherwise under AA§5-3(k),a reference to elective contributions under a Code§125 cafeteria plan includes any amounts that are not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that such Participant has other health coverage.Such"deemed§125 compensation"will be treated as an amount under Code§125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan. (a) Definition of Total Compensation.The Employer may elect under AA§5-1 to define Total Compensation as any of the following definitions: (1) W-2 Wages.Wages within the meaning of Code§3401(a)and all other payments of compensation to an Employee by the Employer(in the course of the Employer's trade or business)for which the Employer is required to furnish the Employee a written statement under Code§6041(d),6051(a)(3),and 6052,determined without regard to any rules under Code§3401(a)that limit the remuneration included in wages based on the nature or location of the employment or the services performed. (2) Wages under Code 0401(a).Wages within the meaning of Code§3401(a)for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed. (3) Code M5 Compensation.Wages,salaries,fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer(without regard to whether or not such amounts are paid in cash)to the extent that the amounts are includible in gross income.Such amounts include,but are not limited to,commissions,compensation for services on the basis of a percentage of profits,tips,bonuses,fringe benefits,and reimbursements or other expense allowances under a nonaccountable plan(as described in Treas.Reg. §1.62-2(c)),and excluding the following: (i) Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed,or Employer contributions(other than Salary Deferrals)under a Simplified Employee Pension Plan(as described in Code§408(k)),or any distributions from a plan of deferred compensation. (ii) Amounts realized from the exercise of a non-qualified stock option,or when restricted stock(or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture. (iii) Amounts realized from the sale,exchange or other disposition of stock acquired under a qualified stock option. (iv) Other amounts which received special tax benefits,or contributions made by the Employer(other than elective deferrals)towards the purchase of an annuity contract described in Code§403(b)(whether or not the contributions are actually excludable from the gross income of the Employee). (b) Post-Severance Compensation.Total Compensation includes compensation that is paid after an Employee severs employment with the Employer,provided the compensation is paid by the later of 2YZ months after severance from employment with the Employer maintaining the Plan or the end of the calendar year that includes such date of severance from employment.For this purpose,compensation paid after severance of employment may only be included in Total Compensation to the extent such amounts would have been included as compensation if they were paid prior to the Employee's severance from employment. For purposes of applying this subsection(b),unless designated otherwise under AA§5-2(a),the following amounts that are paid after a Participant's Severance from Employment are included in Total Compensation: (1) Regular pay.Compensation for services during the Employee's regular working hours,or compensation for services outside the Employee's regular working hours(such as overtime or shift differential),commissions, bonuses,or other similar payments; Cc Copyright 2023 Governmental 457(b)Basic Plan Document 6 Governmental 457(b)Plan Section 1—Plan Definitions (2) Unused leave payments.Payment for unused accrued bona fide sick,vacation,or other leave,but only if the Employee would have been able to use the leave if employment had continued;and (3) Deferred compensation.Payments received by an Employee pursuant to a nonqualified unfunded deferred compensation plan,but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment and only to the extent that the payment is includible in the Employee's gross income. Other post-severance payments(such as severance pay,parachute payments within the meaning of Code§280G(b)(2), or post-severance payments under a nonqualified unfunded deferred compensation plan that would not had been paid if the Employee had continued in employment)are not included as Total Compensation,even if such amounts are paid within the time period described in this subsection(b). In determining the amount of a Participant's Employer Contributions,Matching Contributions or Salary Deferrals,Plan Compensation may not include any amounts that do not satisfy the requirements of this subsection(b)or subsection(c). If Total Compensation is defined to include post-severance compensation,the Employer may elect to exclude all such compensation paid after severance from employment from the definition of Plan Compensation under AA§5-3(1)or may elect to exclude any of the specific types of post-severance compensation defined in subsections(1),(2)and/or(3) above,by designating such compensation types under AA§5-3(n). (c) Continuation payments for disabled Participants.Unless designated otherwise under AA§5-2(b),Total Compensation does not include compensation paid to a Participant who is permanently and totally disabled(as defined in Code§22(e)(3)).For this purpose,compensation is the compensation the Participant would have received for the year if the Participant was paid at the rate of compensation paid immediately before becoming permanently and totally disabled(if such compensation is greater than the Participant's compensation determined without regard to this subsection(c)),provided contributions made with respect to amounts treated as compensation under this subsection(c) are nonforfeitable when made. If elected under AA§5-2(b),such amounts will be included as Total Compensation,notwithstanding the rules under subsection(b). (d) Deemed§12.5 compensation.A reference to elective contributions under a Code§125 cafeteria plan includes any amounts that are not available to a participant in cash in lieu of group health coverage because the Participant is unable to certify that such Participant has other health coverage.Such deemed§125 compensation will be treated as an amount under Code§125 only if the Employer does not request or collect information regarding the Participant's other health coverage as part of the enrollment process for the health plan.If the Employer elects under AA§5-3(k)to exclude deemed§125 compensation from the definition of Plan Compensation, such exclusion also will apply for purposes of determining Total Compensation under this Section 1.61. (e) Differential Pay.In the case of an individual who receives Differential Pay from the Employer: (1) such individual will be treated as an Employee of the Employer making the payment,and (2) the Differential Pay shall be treated as wages and will be included in calculating an Employee's Total Compensation under the Plan. If all Employees performing service in the Uniformed Services are entitled to receive Differential Pay on reasonably equivalent terms and are eligible to make contributions based on the payments on reasonably equivalent terms,the Plan shall not be treated as failing to meet the requirements of any provision described in Code§414(u)(1)(C)by reason of any contribution or benefit based on Differential Pay.The Employer may elect to exclude Differential Pay from the definition of Plan Compensation under AA§5-3(m). For purposes of this subsection(d),Differential Pay means any payment which is made by an Employer to an individual while the individual is performing service in the Uniformed Services while on active duty for a period of more than 30 days and represents all or a portion of the wages the individual would have received from the Employer if the individual were performing services for the Employer.In applying the provisions of this subsection(d),Uniformed Services are services as described in Code§3401(h)(2)(A). 1.62 Valuation Date.The date or dates upon which Plan assets are valued.Plan assets will be valued as of the last day of each Plan Year.In addition,the Employer may elect under AA§10-1 to establish additional Valuation Dates.Notwithstanding any election under AA§10-1,the Trustee and the Employer and/or the Plan Administrator may agree to more frequent valuation dates. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 7 Governmental 457(b)Plan Section 1—Plan Definitions 1.63 Year of Service.A Year of Service is a 12-consecutive month period("Computation Period")during which an Employee completes 1,000 Hours of Service.For purposes of applying the eligibility rules under Section 2.03 of the Plan,an Employee will earn a Year of Service if such Employee completes 1,000 Hours of Service with the Employer during an Eligibility Computation Period(as defined in Section 2.03(a)(2)).For purposes of applying the vesting rules under Section 7.03,an Employee will earn a Year of Service if such Employee completes 1,000 Hours of Service with the Employer during a Vesting Computation Period(as defined in Section 7.04).The Employer may elect under AA§4-3(a)(for eligibility purposes)and AA §8-5(a)(for vesting purposes)to require the completion of any other number of Hours of Service to earn a Year of Service. Alternatively,the Employer may elect to apply the Elapsed Time method(for eligibility and/or vesting purposes)in calculating an Employee's Years of Service under the Plan. Cc Copyright 2023 Governmental 457(b)Basic Plan Document R Governmental 457(b)Plan Section 2—Eligibility and Participation SECTION 2 ELIGIBILITY AND PARTICIPATION 2.01 Eligibility.In order to participate in the Plan,an Employee must be an Eligible Employee(as defined in Section 2.02)and must satisfy the Plan's minimum age and service conditions(as defined in Section 2.03).Once an Employee satisfies the Plan's minimum age and service conditions,such Employee shall become a Participant on the appropriate Entry Date(as selected in AA§4-2).An Employee who meets the minimum age and service requirements set forth herein,but who is not an Eligible Employee,will be eligible to participate in the Plan only upon becoming an Eligible Employee. (a) Salary Deferrals.An Employee who is not excluded from participation under Section 2.02(b)will become an Eligible Participant under the Plan for purposes of making Salary Deferrals as of the Entry Date elected in the Agreement following the satisfaction of the age and service conditions specified in AA§4-1.The Employer will contribute a Participant's Salary Deferrals to the Plan on behalf of the Participant.To be eligible to make Salary Deferrals,an Eligible Participant must complete a Salary Reduction Agreement.A Salary Reduction Agreement election is not effective unless the Participant enters into the Agreement before the Plan Compensation to which it applies is paid or made available. (b) Emplover Contributions and Matching Contributions.An Employee who is not excluded from participation under Section 2.02(b)will become an Eligible Participant under the Plan for purposes of receiving Employer Contributions and Employer Matching Contributions(as applicable)as of the Entry Date elected in the Agreement following the satisfaction of the age and service conditions specified in AA§4-1. 2.02 Eligible Emplovees.Unless specifically excluded under AA§3-1 or this Section 2.02,all Employees of the Employer are Eligible Employees.AA§3-1 lists various classes of Employees that may be excluded from Plan participation.If an Employee is not an Eligible Employee(e.g.,such Employee is a member of a class of Employees excluded under AA§3-1),that individual may not participate under the Plan,unless such Employee subsequently becomes an Eligible Employee. (a) Only Employees or Independent Contractors may participate in the Plan.To participate in the Plan,an individual must be an Employee or,if elected under the Adoption Agreement,an Independent Contractor.If an Employer elects to cover Independent Contractors,such Independent Contractors will be treated as an Employee under the Plan.The Employer may describe special rules applicable to Independent Contractors under AA§3-2(b).If an individual who is classified as a non-Employee is later determined by the Employer,or by a court or other government agency,to be an Employee of the Employer,the reclassification of such individual as an Employee will not create retroactive rights to participate in the Plan.A leased employee is not eligible to participate in the Plan. (b) Excluded Emplovees.The Employer may elect under AA§3-1 to exclude designated classes of Employees.The Employer may elect to exclude different classes of Employees for different contribution sources under the Plan. (1) Collectively Bargained Emplovees.The Employer may elect under AA§3-1(b)to exclude Collectively Bargained Employees,unless the Collective Bargaining Agreement provides otherwise.For this purpose,a Collectively Bargained Employee is an Employee who is included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee representatives and whose retirement benefits are subject to good faith bargaining. (2) Nonresident aliens.The Employer may elect under AA§3-1(c)to exclude Employees who are nonresident aliens.For this purpose,a nonresident alien is neither a citizen of the United States nor a resident of the United States for U.S.tax purposes(as defined in Code§7701(b)),and who does not have any earned income(as defined in Code§911)for the Employer that constitutes U.S.source income(within the meaning of Code§861). If a nonresident alien Employee has U.S.source income,such Employee is treated as satisfying this definition if all of such Employee's U.S.source income from the Employer is exempt from U.S.income tax under an applicable income tax treaty. (3) Employees who normally work fewer than a certain number of hours per week.The Employer may elect under AA§3-1(d)to exclude Employees who normally work fewer than a certain number of hours per week. (c) Emplovees of Related Emplovees.If the Employer is a member of a Related Employer group,Employees of each member of the Related Employer group may participate under this Plan,provided the Related Employer executes a Participating Employer Adoption Page.If a Related Employer does not execute a Participating Employer Adoption Page,any Employees of such Related Employer are not eligible to participate in the Plan.See Section 16 for rules regarding participation of Employees of Related Employers. (d) Ineligible Employee becomes Eligible Employee.If an Employee changes status from an ineligible Employee to an Cc Copyright 2023 Governmental 457(b)Basic Plan Document 9 Governmental 457(b)Plan Section 2—Eligibility and Participation Eligible Employee,such Employee will become a Participant immediately on the date such Employee changes status to an Eligible Employee,provided the Employee has satisfied the Plan's minimum age and service conditions(with respect to Employer Contributions)and has passed the Entry Date(as defined in AA§4-2)that would otherwise have applied had the Employee been an Eligible Employee.If the Employee's original Entry Date(determined as if the Employee was always an Eligible Employee)has not passed as of the date the Employee becomes an Eligible Employee,the Employee will not become a Participant until such Entry Date.If an ineligible Employee has not satisfied the Plan's minimum age and service conditions applicable to Employer Contributions at the time such Employee becomes an Eligible Employee,such Employee will become a Participant on the appropriate Entry Date following satisfaction of the Plan's minimum age and service requirements.The requirements for the timing of participation under this subsection(d)are deemed satisfied with respect to Salary Deferrals if the Employee is permitted to commence malting Salary Deferrals under the Plan as soon as administratively feasible after the Employee is eligible to participate in the Plan.The Employer may modify these rules under AA§4-3(e)of the Plan or in separate written procedures. (e) Eligible Employee becomes ineligible Emplovee.If an Employee ceases to qualify as an Eligible Employee(i.e.,the Employee changes status from an eligible class to an ineligible class of Employees),such Employee will immediately cease to participate in the Plan.If such Employee should subsequently become an Eligible Employee,such Employee will be able to participate in the Plan in accordance with subsection(d)above. 2.03 Minimum Age and Service Conditions.AA§4-1 contains specific elections as to the minimum age and service conditions which an Employee must satisfy prior to becoming eligible to participate under the Plan. (a) Application of age and service conditions.The Employer may elect under AA§4-1 to impose minimum age and service conditions that an Employee must satisfy in order to participate under the Plan. (1) Year of Service.In applying the minimum service requirements under AA§4-1,an Employee will earn a Year of Service if the Employee completes at least 1,000 Hours of Service with the Employer during an Eligibility Computation Period(as defined in subsection(2)below).The Employer may modify the definition of Year of Service under AA§4-3(a)to require some other number of Hours of Service to earn a Year of Service.An Employee will receive credit for a Year of Service,as of the end of the Eligibility Computation Period during which the Employee completes the required Hours of Service needed to earn a Year of Service.An Employee need not be employed for the entire Eligibility Computation Period to receive credit for a Year of Service, provided the Employee completes the required Hours of Service during such period. (2) Eligibility Computation Periods.In determining whether an Employee has earned a Year of Service for eligibility purposes,an Employee's initial Eligibility Computation Period is the 12-month period beginning on the Employee's Employment Commencement Date. Subsequent Eligibility Computation Periods will either be based on Plan Years or Anniversary Years(as set forth in AA§4-3). (i) Plan Years.If the Employer elects under AA§4-3 to base subsequent Eligibility Computation Periods on Plan Years,the Plan will begin measuring Years of Service on the basis of Plan Years beginning with the first Plan Year commencing after the Employee's Employment Commencement Date.Thus,for the first Plan Year following the Employee's Employment Commencement Date,the initial Eligibility Computation Period and the first Plan Year Eligibility Computation Period may overlap. (ii) Anniversary Years.If the Employer elects under AA§4-3 to base subsequent Eligibility Computation Periods on Anniversary Years,the Plan will measure Years of Service after the initial Eligibility Computation Period on the basis of 12-month periods commencing with the anniversaries of the Employee's Employment Commencement Date. (3) Hours of Service.In calculating an Employee's Hours of Service for purposes of applying the eligibility rules under this Section 2.03,the Employer will count the actual Hours of Service an Employee works during the year.The Employer may elect under AA§4-3(c)or(d)to use the Equivalency Method or Elapsed Time method (instead of counting the actual Hours of Service an Employee works).(See subsections(4)and(5)below for a description of the Equivalency Method and Elapsed Time method of crediting service.) (4) Equivalency Method.Instead of counting actual Hours of Service in applying the minimum service conditions under this Section 2.03,the Employer may elect under AA§4-3(d)to determine Hours of Service based on the Equivalency Method.Under the Equivalency Method,an Employee receives credit for a specified number of Hours of Service based on the period or hours worked with the Employer. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 10 Governmental 457(b)Plan Section 2—Eligibility and Participation (i) Monthly. Under the monthly Equivalency Method,an Employee is credited with 190 Hours of Service for each calendar month during which the Employee completes at least one Hour of Service with the Employer. (ii) Daily.Under the daily Equivalency Method,an Employee is credited with 10 Hours of Service for each day during which the Employee completes at least one Hour of Service with the Employer. (iii) Weekly. Under the weekly Equivalency Method,an Employee is credited with 45 Hours of Service for each week during which the Employee completes at least one Hour of Service with the Employer. (iv) Semi-monthly.Under the semi-monthly Equivalency Method,an Employee is credited with 95 Hours of Service for each semi-monthly period during which the Employee completes at least one Hour of Service with the Employer. (v) Hours worked.Under the hours worked Equivalency method,870 hours worked is treated as 1,000 Hours of Service and 435 hours worked treated as 500 Hours of Service. (vi) Regular time hours.Under the regular time hours Equivalency Method,750 regular time hours is treated as 1,000 Hours of Service and 375 regular time hours treated as 500 Hours of Service. (5) Elapsed Time method.Instead of counting actual Hours of Service in applying the minimum service requirements under this Section 2.03,the Employer may elect under AA§4-3(c)to apply the Elapsed Time method for calculating an Employee's service with the Employer.Under the Elapsed Time method,an Employee receives credit for the aggregate period of time worked for the Employer commencing with the Employee's first day of employment(or Reemployment Commencement Date,if applicable)and ending on the date the Employee begins a Period of Severance which lasts at least 12 consecutive months.In calculating an Employee's aggregate period of service,an Employee receives credit for any Period of Severance that lasts less than 12 consecutive months.if an Employee's aggregate period of service includes fractional years,such fractional years are expressed in terms of days or months,as the Plan Administrator determines operationally on a consistent basis. (i) Period of Severance.For purposes of applying the Elapsed Time method,a Period of Severance is any continuous period of time during which the Employee is not employed by the Employer.A Period of Severance begins on the date the Employee retires,quits or is discharged,or if earlier,the 12-month anniversary of the date on which the Employee is first absent from service for a reason other than retirement,quit or discharge. In the case of an Employee who is absent from work for maternity or paternity reasons,the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Period of Severance.For purposes of this paragraph,an absence from work for maternity or paternity reasons means an absence(i)by reason of the pregnancy of the Employee,(ii)by reason of the birth of a child of the Employee,(iii)by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee,or(iv)for purposes of caring for a child of the Employee for a period beginning immediately following the birth or placement of such child. (ii) Related Emplovers.For purposes of applying the Elapsed Time method,service will be credited for employment with any Related Employer. (6) Amendment of agre and service requirements.If the Plan's minimum age and service conditions are amended, an Employee who is a Participant immediately prior to the effective date of the amendment is deemed to satisfy the amended requirements.This provision may be modified under the special Effective Date provisions under Appendix A of the Adoption Agreement. (b) Entry Dates for Salary Deferrals,Employer Contributions and MatchinE Contributions.Once an Eligible Employee satisfies the minimum age and service conditions(as set forth in AA§4-1),the Employee will be eligible to participate under the Plan as of such Employee's Entry Date(as set forth in AA§4-2).The Employer may elect different Entry Dates with respect to Salary Deferrals,Matching Contributions and Employer Contributions. 2.04 Participation on Effective Date of Plan.An Employee who has satisfied the minimum age and service conditions and reached such Employee's Entry Date as of the Effective Date of the Plan will be eligible to participate in the Plan as of such Effective Date.If an Employee has satisfied the minimum age and service conditions as of the Effective Date of the Plan but has not yet reached such Employee's Entry Date,the Employee will be eligible to participate on the appropriate Entry Date.The Employer Cc Copyright 2023 Governmental 457(b)Basic Plan Document 11 Governmental 457(b)Plan Section 2—Eligibility and Participation may modify this rule under AA§44 by electing to treat all Employees employed on the Effective Date of the Plan as Participants(regardless of whether they have satisfied the Plan's minimum age and service conditions)or by designating a specific date as of which all Eligible Employees will be deemed to be a Participant,(regardless of whether the Employee has otherwise satisfied the minimum age and service conditions). 2.05 Service with Predecessor Employers.Unless the Employer elects otherwise,if the Employer maintains the plan of a Predecessor Employer,any service with such Predecessor Employer is treated as service with the Employer for purposes of applying the provisions of this Plan.if the Employer does not maintain the plan of a Predecessor Employer,service with such Predecessor Employer does not count for eligibility purposes under this Section 2,unless the Employer specifically designates under AA§4-5 to credit service with such Predecessor Employer for eligibility.if the Employer takes into account service with a Predecessor Employer,such service will count for purposes of eligibility under this Section 2,vesting under Section 7(see Section 7.06)and for purposes of the allocation conditions under Section 3.06(see Section 3.07),as designated under AA§4-5. 2.06 Rehired Emplovees.If a terminated Employee is subsequently rehired,such Employee will be eligible to participate in the Plan on such Employee's Reemployment Commencement Date,if the Employee is an Eligible Employee and the Employee had satisfied the Plan's minimum age and service conditions prior to such Employee's termination of employment.If a rehired Employee had not satisfied the Plan's minimum age and service conditions prior to termination of employment,such Employee is eligible to participate in the Plan on the appropriate Entry Date following satisfaction of the eligibility requirements under this Section 2.The Employer may modify the eligibility rules for rehired Employees under separate administrative procedures. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 12 Governmental 457(b)Plan Section 3—Plan Contributions SECTION 3 PLAN CONTRIBUTIONS This Section 3 describes the type of contributions that may be made to the Plan.The type of contributions that may be made to the Plan and the method for allocating such contributions may vary depending on the type of Plan involved.(See Section 5 for a discussion of the limits that apply to any contributions made under the Plan.) 3.01 Types and Timing of Contributions. (a) Types of Contributions.An Employer may designate under AA§6 the amount and type of contributions that may be made under this Plan.To share in a contribution under the Plan,an Employee must satisfy all of the conditions for being a Participant(as described in Section 2)and must satisfy any allocation conditions(as described in Section 3.06) applicable to the particular type of contribution. (b) Timing of Contributions.The Employer must make contributions to the Plan within a reasonable period of time for the proper administration of the Plan. (c) Frozen Plan.The Employer may designate under AA§2-6 that the Plan is a frozen Plan.As a frozen Plan,the Employer will not make any Employer Contributions or Matching Contributions with respect to Plan Compensation earned after the date identified in AA§2-6 and no Participant will be permitted to make Salary Deferrals to the Plan for any period after the date identified in AA§2-6.The Plan Administrator may establish administrative policies relating to a frozen plan,including the acceptance of Rollover Contributions into the Plan. 3.02 Employer Contribution Formulas.If elected under AA§6,the Employer may make an Employer Contribution to the Plan,in accordance with the contribution formula selected under AA§6-2.Any Employer Contribution authorized under the Plan must be allocated in accordance with a definite allocation formula as set forth in AA§6-3.To receive an allocation of Employer Contributions,a Participant must satisfy any allocations conditions designated under the Plan,as described in Section 3.06 below. The Employer may elect under AA§6-2 to make any of the following Employer Contributions.If the Employer elects more than one Employer Contribution formula,each formula is applied separately.The Employer's aggregate Employer Contribution for a Plan Year will be the sum of the Employer Contributions under all such formulas. (a) Discretionary Employer Contribution.If elected in AA§6-2(a),the Employer may decide on an annual basis how much(if any)it wishes to contribute to the Plan as an Employer Contribution. (b) Fixed Emplover Contribution.If elected in AA§6-2(b),the Employer will make a fixed contribution to the Plan as a designated percentage of Plan Compensation,as a uniform dollar amount or in accordance with a personal set-vice contract,employment contract,or a Collective Bargaining Agreement. (c) Service-based Emplover Contribution.If elected in AA§6-2(c),the Employer may make a contribution based on an Employee's service with the Employer during the Plan Year(or other period designated under AA§64(a)).The Employer may elect to make the service-based contribution as a discretionary contribution or as a fixed contribution. (d) Other Employer Contributions.The Employer may make other types of Employer Contributions,including FICA Replacement Contributions,as described in AA§§6-2(d)and(e). (e) Optional treatment of Emplover Contributions as Roth Deferrals.As provided under§402A(a)(2)as added by the SECURE 2.0 Act of 2022(SECURE 2.0),if elected by the Employer under AA§6-6,a Participant may elect to treat a nonforfeitable Employer Contribution as a Roth Deferral.The Plan Administrator may adopt administrative procedures consistent with Code§402A(a)(2)and applicable guidance. 3.03 Salary Deferrals.The Employer may elect under AA§6A to authorize Participants to make Salary Deferrals under the Plan. The Employer will transfer Salary Deferral amounts withheld from a Participant's Plan Compensation to the Trust within a reasonable period appropriate for the proper administration of Participant's Accounts.Such amounts withheld will be deposited into each Participant's Salary Deferral Account under the Plan. (a) Salary Reduction Agreement.In order to make Salary Deferrals under the Plan,a Participant must enter into a Salary Reduction Agreement which authorizes the Employer to withhold a specific dollar amount or a specific percentage from the Participant's Plan Compensation.The Salary Reduction Agreement election may permit a Participant to specify a different percentage or dollar amount be withheld from specified components of Plan Compensation,such as base pay, bonuses,commissions,etc.The Employer may apply special limits on the amount of Salary Deferrals that may be deferred from bonus payments under AA§6A-2(b)or may apply special deferral limits applicable to bonus payments Copyright 2023 Governmental 457(b)Basic Plan Document 13 Governmental 457(b)Plan Section 3—Plan Contributions under the Salary Reduction Agreement,without regard to any limitations selected under the Adoption Agreement.In addition,the Salary Reduction Agreement may provide the conditions on which a Participant's affirmative Salary Reduction Agreement election will expire.if an Employee's Salary Reduction Agreement election expires,such Participant can always complete a new affirmative election and designate a new deferral percentage.If a Participant's affirmative election expires,the Salary Reduction Agreement may provide that the Participant'expiring Salary Reduction Agreement election remains in effect and may increase by a designated amount unless the Participant affirmatively elects otherwise.A Salary Reduction Agreement may only relate to Plan Compensation that is not currently available at the time the Salary Reduction Agreement is completed. A Salary Reduction Agreement is not effective unless the Participant enters into the Agreement before the date the compensation subject to such Salary Reduction Agreement would otherwise be paid to the Participant. With respect to rehired Employees who are eligible to participate in the Plan,such Employees must enter into a new Salary Reduction Agreement upon reemployment.The Plan Administrator may revise this requirement under its administrative procedures. (b) Change in Salary Reduction Agreement election.An Employee is permitted to enter into a new Salary Reduction Agreement or to modify or terminate an existing Salary Reduction Agreement as provided under administrative procedures or as specified in the Salary Reduction Agreement.A change in a Salary Reduction Agreement election is not effective unless the Participant changes the Salary Reduction Agreement before the Plan Compensation to which it applies is paid or made available. (c) Automatic deferral election.The Employer may elect under AA§6A-7 to provide for an automatic deferral election under the Plan.If the Employer elects to apply an automatic deferral election,the Employer will automatically withhold the amount designated under AA§6A-7 from Participants'Plan Compensation,unless the Participant completes a Salary Reduction Agreement electing a different deferral amount(including a zero deferral amount).if an automatic deferral election applies under the Plan,such election will not apply to Participants who have entered into a Salary Reduction Agreement for an amount equal to or greater than the automatic deferral amount designated under AA§6A- 7.The Employer also may elect to apply the automatic deferral election only to Participants who become eligible to participate after a specified date.Any Salary Deferrals withheld pursuant to an automatic deferral election will be deposited into the Participant's Salary Deferral Account.If a Participant's Salary Reduction Agreement expires and the Participant fails to complete a new affirmative Salary Reduction Agreement subsequent to the prior Salary Reduction Agreement expiring,the Participant becomes subject to the automatic deferral percentage as specified in the Plan pursuant to the automatic contribution arrangement provisions.(See AA§6A-7(a)(3)(iv).)Each year,the Participant may always complete a new affirmative election and designate a new deferral percentage. The Plan may provide under AA§6A-7 that the automatic deferral amount will automatically increase by a designated percentage or dollar amount each Plan Year,as described below. Prior to the time an automatic deferral election first goes into effect,the Participant must receive written notice concerning the effect of the automatic deferral election and such Participant's right to elect a different level of deferral under the Plan,including the right to elect not to defer.After receiving the notice,a Participant must have a reasonable time to enter into a new Salary Reduction Agreement before any automatic deferral election goes into effect. (1) Eligible Automatic Contribution Arrangement(EACA).To the extent an Automatic Contribution Arrangement satisfies the requirements of an EACA for a Plan Year,as set forth below,such Automatic Contribution Arrangement will automatically qualify as an EACA for purposes of applying the special rules applicable to EACAs described in subsection(3)below.If an Automatic Contribution Arrangement does not satisfy the requirement for an EACA for an entire Plan Year,the Automatic Contribution Arrangement will not be eligible for the special EACA provisions under subsection(3)for such Plan Year.However,the Automatic Contribution Arrangement continues to apply for such Plan Year. (2) Definition of Eligible Automatic Contribution Arrangement(EACA).The Plan will qualify as an EACA if the Plan provides for an automatic deferral election(as described in subsection(i))and provides an annual written notice as described in subsection(iv)below.Any Salary Deferrals withheld pursuant to an automatic deferral election will be deposited into the Participant's Salary Deferral Account. (i) Automatic deferral election.To qualify as an EACA,each Employee eligible to participate in the Plan must have a reasonable opportunity after receipt of the notice described in subsection(iv)to make an affirmative election to defer(or an election not to defer)under the Plan before any automatic deferral election goes into effect.If an automatic deferral election applies under the Plan,such election will not apply to Participants who have entered into a Salary Reduction Agreement for an amount equal to or greater than the automatic deferral amount designated under AA§6A-7.The Employer also may elect to Copyright 2023 Governmental 457(b)Basic Plan Document 14 Governmental 457(b)Plan Section 3—Plan Contributions apply the automatic deferral election only to Participants who become eligible to participate after a specified date. An automatic deferral election ceases to apply with respect to any Participant who makes an affirmative election(that remains in effect)to make Salary Deferrals or to not have any Salary Deferrals made on such Participant's behalf. Salary Deferrals made pursuant to an automatic deferral election will cease as soon as administratively feasible after a Participant makes an affirmative deferral election. Unless elected otherwise under AA§6A-7(a)(5)(i),a Participant's affirmative election to defer(or to not defer)will cease upon termination of employment.If a terminated Participant's affirmative election to defer(or to not defer)ceases upon termination of employment,the Participant will be subject to the automatic deferral provisions of this subsection(i)upon rehire,including the default election provisions and the notice requirements under subsection(iv)below. (ii) Uniformity requirement.If a newly eligible Participant does not make an affirmative deferral election, such Participant will be treated as having elected to make Salary Deferrals in an amount equal to a uniform percentage of Plan Compensation as set forth in AA§6A-7.For this purpose,an automatic deferral election will not fail to be a uniform percentage of Plan Compensation merely because: (A) The deferral percentage varies based on the number of years of participation in the Plan(e.g.,due to the application of an automatic increase provisions); (13) The automatic deferral election does not reduce a Salary Reduction Agreement election in effect immediately prior to the effective date of the automatic deferral election;or (C) The rate of Salary Deferrals is limited so as not to exceed the limits of Code§457(b). (W) Automatic increase.The Plan may provide under AA§6A-7 that the automatic deferral amount will automatically increase by a designated percentage each Plan Year.Unless designated otherwise under AA§6A-7,in applying any automatic deferral increase under AA§6A-7,the initial deferral amount will apply for the period that begins when the employee first participates in the automatic contribution arrangement and ends on the last day of the following Plan Year.The automatic increase will apply for each Plan Year beginning with the Plan Year immediately following the initial deferral period and for each subsequent Plan Year.For example,if a Participant makes such Participant's first automatic deferral for the period beginning July 1,2020,and no special election is made under AA§6A-7,the first automatic increase would take effect on January 1,2022(assuming the Plan is using a calendar Plan Year)which is the first day of the Plan Year beginning after the first Plan Year following the period for which the Participant makes such Participant's first automatic deferral under the Plan. (iv) Annual notice requirement.Each Participant must receive a written notice describing the Participant's rights and obligations under the Plan which is sufficiently accurate and comprehensive to apprise the Participant of such rights and obligations and is written in a manner calculated to be understood by the average Plan Participant.The annual notice only needs to be provided to those Participants who are covered under the Automatic Contribution Arrangement.if it is impractical to provide the annual notice to a newly eligible Participant before the date such individual becomes eligible to participate under the Plan,the notice will be treated as timely if it is provided as soon as practicable after such date and the Participant is permitted to defer from Plan Compensation earned beginning on the date of participation. (A) Contents of annual notice.To qualify as an EACA,the annual notice must include a description of contributions under the Plan;the type and amount of Plan Compensation that may be deferred under the Plan;the administrative requirements for making and changing Salary Reduction Agreement elections;and the withdrawal and vesting provisions under the Plan.In addition,to qualify as an EACA,the annual notice must include a description of: (I) the level of Salary Deferrals which will be made on the Participant's behalf if such Participant does not make an affirmative election; (II) the Participant's right under the EACA to elect not to have Salary Deferrals made on the Participant's behalf(or to elect to have such Salary Deferrals made in a different amount or percentage of Plan Compensation); (1I1) how contributions under the EACA will be invested and,if the Plan provides for Participant direction of investment,how Salary Deferrals made pursuant to an automatic Copyright 2023 Governmental 457(b)Basic Plan Document 15 Governmental 457(b)Plan Section 3—Plan Contributions deferral election will be invested in the absence of an investment election by the Participant;and (11) the Participant's right to make a permissible withdrawal(as described under subsection (3)(i)below),if applicable,and the procedures to elect such a withdrawal. In addition to any other election periods provided under the Plan,each eligible Participant may make or modify such Participant's Salary Reduction Agreement election during the 30-day period immediately following receipt of the annual notice. (v) Timing of annual notice.The annual notice must be provided within a reasonable period before the beginning of each Plan Year(or,in the year an Employee becomes an Eligible Employee,within a reasonable period before the Employee becomes an Eligible Employee).In addition,a notice satisfies the timing requirements only if it is provided sufficiently early so that the Employee has a reasonable period of time after receipt of the notice and before the first Salary Deferral made under the arrangement to make an alternative Salary Reduction Agreement election.The annual notice will be deemed timely if it is provided to each Eligible Employee at least 30 days(and no more than 90 days)before the beginning of each Plan Year.In the case of an Employee who does not receive the notice within such period because the Employee becomes an Eligible Employee after the 90th day before the beginning of the Plan Year,the timing requirement is deemed to be satisfied if the notice is provided no more than 90 days before the Employee becomes an Eligible Employee(and no later than the date the Employee becomes an Eligible Employee). (vi) Timing of automatic deferral.Generally,the automatic deferral will commence as of the date the Employee is otherwise eligible to make Salary Deferrals under the Plan,if the Employee had completed a Salary Reduction Agreement.However,an automatic deferral will be treated as timely if the deferral is made pursuant to reasonable administrative procedures established by the Plan Administrator.If the Plan provides an Employee with a written notice as described above no later than 30 days after such Employee's Entry Date,provides the Employee with the opportunity to make an affirmative Salary Reduction Agreement up to 30 days after the notice is provided,and in the absence of the Employee's affirmative Salary Reduction Agreement,provides that automatic deferrals will commence as soon as administratively practicable following the last day of the 30 day period,then the Plan will be treated as having a reasonable administrative procedure. (3) Special Rules for Eligible Automatic Contribution Arrangement(EACA).If the Plan provides for an automatic deferral election provision under AA§6A-7 and such automatic deferral election qualifies as an EACA,the Employer may elect to offer special permissible withdrawals(as set forth in subsection(i)below). To qualify as an EACA,the Plan must satisfy the provisions of subsection(2)for the entire Plan Year. (i) Permissible Withdrawals under EACA.If so elected under AA§6A-7 of the Adoption Agreement, any Employee who has Salary Deferrals contributed to the Plan pursuant to an automatic deferral election under an EACA may elect to withdraw such contributions(and earnings attributable thereto)in accordance with the requirements of this subsection(i).A permissible withdrawal under this subsection (i)may be made without regard to any elections under AA§9 and will not cause the Plan to fail the prohibition on in-service distributions. (A) Amount of distribution.A distribution satisfies the requirement of this subsection(i)if the distribution is equal to the amount of Salary Deferrals made pursuant to the automatic deferral election through the effective date of the withdrawal election(as described in subsection(C)) adjusted for allocable gains and losses as of the date of the distribution. The distribution amount determined under this subsection(A)may be reduced by any generally applicable fees.However,the Plan may not charge a greater fee for a permissible distribution under this subsection(i)than applies with respect to other Plan distributions. (B) Timing of permissive withdrawal election.An election to withdraw Salary Deferrals under this subsection(i)must be made no later than 90 days after the date of the first default Salary Deferral under the EACA.The date of the first default Salary Deferral is the date that the Plan Compensation from which such Salary Deferrals are withheld would otherwise have been included in gross income.The Employer may designate an alternative period for making permissive withdrawals under AA§6A-7. Copyright 2023 Governmental 457(b)Basic Plan Document 16 Governmental 457(b)Plan Section 3—Plan Contributions (C) Effective date of permissible withdrawal.The effective date of a permissible withdrawal election cannot be later than the pay date for the second payroll period that begins after the election is made or,if earlier,the first pay date that occurs at least 30 days after the election is made.If a Participant does not make automatic deferrals to the Plan for an entire Plan Year(e.g., due to termination of employment),the Plan may allow such Participant to take a permissive withdrawal,but only with respect to default contributions made after the Participant's return to employment. (D) Consequences of permissible withdrawal.Any amount distributed under this subsection(i)is includible in the Participant's gross income for the taxable year in which the distribution is made. However,the portion of any distribution consisting of Roth Deferrals is not included in an Participant's gross income a second time. Unless the Participant affirmatively elects otherwise, any withdrawal request will be treated as an affirmative election to stop having Salary Deferrals made on the Participant's behalf as of the date specified in subsection(C)above. (E) Forfeiture of Matching Contributions.In the case of any withdrawal made under this subsection(i),any Matching Contributions made with respect to such withdrawn Salary Deferrals must be forfeited. (d) Age 50 Catch-Up Contributions.Unless elected otherwise under AA§6A-4,a Participant who is aged 50 or over by the end of such Participant's taxable year beginning in the calendar year may make Age 50 Catch-Up Contributions under the Plan,provided such Age 50 Catch-Up Contributions are in excess of an otherwise applicable limit under the Plan.For this purpose,an otherwise applicable Plan limit is a limit in the Plan that applies to Salary Deferrals without regard to Age 50 Catch-up Contributions. (1) Age 50 Catch-Up Contribution Limit.Age 50 Catch-Up Contributions for a Participant for a taxable year may not exceed the Age 50 Catch-Up Contribution Limit.The Age 50 Catch-Up Contribution Limit for taxable years beginning in 2023 is$7,500.The Age 50 Catch-Up Contribution Limit will be adjusted for cost-of-living increases under Code§414(v)(2)(C).Effective for taxable years beginning after December 31,2024,the Age 50 Catch-Up Contribution Limit is increased to the greater of$10,000 or 150%of the regular Age 50 Catch-Up Contribution Limit for Employees who have attained ages 60,61,62 and 63.For taxable years beginning after 2025,the increased Catch-Up Contribution Limit will be adjusted for cost-of-living increases. (2) Age 50 Catch-Up Contributions not subject to Maximum Contribution Limit.Age 50 Catch-up Contributions are not subject to the Maximum Contribution Limit,as described in Section 5 of the Plan. (3) Treatment of certain Age 50 Catch-Up Contributions as Roth Deferrals.Effective for taxable years beginning after December 31,2025(as provided for under IRS Notice 2023-62),in the case of a Participant whose wages(as defined in Code§312l(a)for the preceding calendar year from the Employer exceed$145,000 (indexed for inflation),Age 50 Catch-Up Contributions must be Roth Deferrals made pursuant to an Employee election,as required under Code§414(v)(7)(A).In addition,any Eligible Employee regardless of wages must be allowed to make Age 50 Catch-Up Contributions. (i) Administrative transition period under IRS Notice 2023-62.IRS Notice 2023-62 provides for an administrative transition period with respect to the requirements under Code§414(v)(7)(A)for taxable years beginning in 2024 and 2025. Specifically,until taxable years beginning after December 31,2025, any Age 50 Catch-Up Contributions will be treated as satisfying the requirements of section 414(v)(7)(A),even if the contributions are not designated as Roth Deferrals,and a Plan that does not provide for Roth Deferrals will be treated as satisfying the requirements of section 414(v)(7)(B).During this administrative transition period,the Employer may apply the rules(or portion of the rules)under Code§414(v)(7),either by Plan amendment or administrative procedures,in any reasonable manner in order to transition into compliance with Code§414(v)(7)for taxable years beginning after December 31, 2025. (ii) Good-faith application of the rules under Code 5414(v)(7).The Employer and Plan Administrator may apply the rules of Code§414(v)(7),including during the administrative transition period under IRS Notice 2023-62,in a reasonable and good-faith manner pending further guidance from the IRS. (e) Special 457 Catch-Up Contributions.Unless elected otherwise under AA§6A-4,a Participant may make Special 457 Catch-Up Contributions as limited under Section 5.04. (f) Deferral of sick,vacation,PTO and back pay.Unless otherwise elected in AA§6A-2,a Participant may elect to defer accumulated sick pay,accumulated vacation pay,accumulated PTO or back pay if.(1)a Salary Reduction Agreement is Copyright 2023 Governmental 457(b)Basic Plan Document 17 Governmental 457(b)Plan Section 3—Plan Contributions entered into before the amount become currently available,and(2)the Participant is an Employee in the month of deferral,as provided under Treas.Reg. §1.457-4(d). With respect to sick pay,vacation pay,PTO pay or back pay that is payable before a Participant has a Severance from Employment,the Salary Reduction Agreement may be entered into before the amount becomes currently available,even if that is the month in which such amounts become payable.If the deferral is automatic,the Salary Reduction Agreement requirement in(1)is deemed satisfied by the terms of the Plan. (g) Roth Deferrals.If elected under AA§6A-5,a Participant may designate all or a portion of such Participant's Salary Deferrals as Roth Deferrals.For this purpose,a Roth Deferral is a Salary Deferral that satisfies the following conditions. (1) Irrevocable election.The Participant makes an irrevocable election(at the time the Participant enters into a Salary Reduction Agreement)designating all or a portion of such Participant's Salary Deferrals as Roth Deferrals.The irrevocable election applies with respect to Salary Deferrals that are made pursuant to such election.A Participant may modify or change a Salary Reduction Agreement to increase or decrease the amount of Salary Deferrals designated as Roth Deferrals,provided such change or modification applies only with respect to Salary Deferrals made after such change or modification. (2) Subject to immediate taxation.To the extent a Participant designates all or a portion of such Participant's Salary Deferrals as Roth Deferrals,such amounts will be includible in the Participant's income at the time the Participant would have received the contribution amounts in cash if the Employee had not made the Salary Reduction Agreement election. (3) Separate account.Any amounts designated as Roth Deferrals will be maintained by the Plan in a separate Roth Deferral Account.The Plan will credit and debit all contributions and withdrawals of Roth Deferrals to such separate Account.The Plan will separately allocate gains,losses,and other credits and charges to the Roth Deferral Account on a reasonable basis that is consistent with such allocations for other Accounts under the Plan.However,in no event may the Plan allocate forfeitures under the Plan to the Roth Deferral Account.The Plan will separately track Participants'accumulated Roth Deferrals and the earnings on such amounts. (4) Satisfaction of Satan,Deferral requirements.Roth Deferrals are subject to the same requirements as apply to Salary Deferrals.Thus,Roth Deferrals are subject to the following requirements: (i) Roth Deferrals are always 100%vested. (ii) Roth Deferrals are subject to the contribution limits,as described in Section 5 (iii) Roth Deferrals are subject to the same distribution restrictions as apply to Salary Deferrals. (iv) Roth Deferrals are subject to the required minimum distribution requirements under Code§401(a)(9). (5) Rollover of Roth Deferrals. (i) Rollovers from this Plan.For purposes of the rollover rules,a Direct Rollover of a distribution from a Participant's Roth Deferral Account will only be made to another Roth Deferral Account under a governmental 457(b)plan,a qualified plan described in Code§401(a)or an annuity contract or custodial account described in Code§403(b)or to a Roth IRA described in§408A,and only to the extent the rollover is permitted under the rules of Code§402(c). (ii) Rollovers to this Plan.Subject to the provisions under Section 4,a Participant may make a Rollover Contribution to a Roth Deferral Account only if the rollover is a Direct Rollover from another Roth Deferral Account only to the extent the rollover is permitted under the rules of Code§402(c).A rollover of Roth Deferrals may not be made to this Plan from a Roth IRA.Any rollover of Roth Deferrals to this Plan will be held in a separate Roth Rollover Contribution Account. (iii) Minimum rollover amount.The Plan Administrator may decide whether or not to provide for a Direct Rollover(including an Automatic Rollover)for distributions from a Participant's Roth Deferral Account if it is reasonably expected(at the time of the distribution)that the total amount the Participant will receive as a distribution during the calendar year will total less than$200.In addition,the Plan Administrator may decide whether or not to take into account any distribution from a Participant's Roth Deferral Account in detennining whether distributions from a Participant's other Accounts are reasonably expected to total less than$200 during a year.For purposes of applying the Automatic Rollover provisions under Section 8.09(f),a Participant's Roth Deferral Account and the Participant's other Accounts are treated as accounts held under separate plans. Copyright 2023 Governmental 457(b)Basic Plan Document 18 Governmental 457(b)Plan Section 3—Plan Contributions (iv) Separate treatment of Roth Deferrals.The provisions under Section 8.09 that allow a Participant to elect a Direct Rollover of only a portion of an Eligible Rollover Distribution but only if the amount rolled over is at least$500 is applied by treating any amount distributed from the Participant's Roth Deferral Account as a separate distribution from any amount distributed from the Participant's other Accounts in the Plan,even if the amounts are distributed at the same time. (h) In-Plan Roth Conversions.The Employer may elect under the Adoption Agreement to permit In-Plan Roth Conversions under the Plan.For this purpose,an In-Plan Roth Conversion is a conversion of amounts held in a Participant's Plan Account,other than a Roth Deferral Account or Roth Rollover Contribution Account,into the Participant's In-Plan Roth Conversion Account under the Plan,pursuant to Code§402A(c)(4).Any election to make an In-Plan Roth Conversion during a taxable year may not be changed after the In-Plan Roth Conversion is completed. An In-Plan Roth Conversion may be elected by a Participant,a Spousal beneficiary,or an Alternate Payee who is a spouse or former spouse.To the extent the term"Participant"is used for purposes of determining eligibility to make an In-Plan Roth Conversion, such term will also include a Spousal beneficiary and an Alternate Payee who is a spouse or former spouse. To permit In-Plan Roth Conversions§6A-5(c)of the Adoption Agreement must be completed.In addition,the Plan must provide for Roth Deferrals under AA§6A-5(a)as of the date the In-Plan Roth Conversion is permitted under the Plan.If In-Plan Roth Conversions are not specifically authorized under AA§6A-5(c)of the Adoption Agreement, Participants may not make an In-Plan Roth Conversion. (1) Amounts Eligible for In-Plan Roth Conversion.If elected under the Adoption Agreement,a Participant may convert any portion of such Participant's vested Account Balance(other than amounts attributable to Roth Deferrals or Roth Deferral rollovers)to an In-Plan Roth Conversion Account. Unless elected otherwise under the Adoption Agreement,a Participant need not be eligible to receive a distribution from the Plan at the time of the In-Plan Roth Conversion. In addition,an In-Plan Roth Conversion will not be treated as a distribution for the following purposes: (i) Participant loans.A Participant loan directly transferred in an In-Plan Roth Conversion without changing the repayment schedule is not treated as a new loan.The Employer may elect to not permit Participant loans to be distributed as part of an In-Plan Roth Conversion. (ii) Mandatory withholding.An In-Plan Roth Conversion is not subject to 20%mandatory withholding under Code§3405(c). (2) Effect of In-Plan Roth Conversion.A Participant must include in gross income the taxable amount of an In- Plan Roth Conversion.For this purpose,the taxable amount of an In-Plan Roth Conversion is the fair market value of the distribution reduced by any basis in the converted amounts.If the distribution includes Employer securities,the fair market value includes any net unrealized appreciation within the meaning of Code§402(e)(4). If an outstanding loan is rolled over as part of an In-Plan Roth Conversion,the amount includible in gross income includes the balance of the loan. (3) Contribution Sources.Unless elected otherwise under the Adoption Agreement,an In-Plan Roth Conversion may be made from any contribution source under the Plan,other than a Roth Deferral Account or Roth Rollover Contribution Account.The Employer may elect to limit the contribution sources that are eligible for In-Plan Roth Conversion.In addition,the Employer may elect to limit In-Plan Roth Conversions to contribution accounts that are 100%vested. 3.04 Matching Contributions.The Employer may elect under AA§613 to authorize Matching Contributions under the Plan.If the Employer elects more than one Matching Contribution formula under AA§613-2,each formula is applied separately.A Participant's aggregate Matching Contributions will be the sum of the Matching Contributions under all such formulas.Any Matching Contribution made under the Plan will be allocated to Participants'Matching Contribution Account.To receive an allocation of Matching Contributions,a Participant must satisfy any allocations conditions designated under the Plan,as described in Section 3.06 below. (a) Contributions eligible for Matching Contributions.The Matching Contribution formula(s)applies to Salary Deferrals,to the extent authorized under the Plan. (b) Period for determining Matching Contributions.AA§613-5 sets forth the period for which the Matching Contribution formula(s)applies.The period designated in AA§613-5 applies for purposes of determining the amount of Copyright 2023 Governmental 457(b)Basic Plan Document 19 Governmental 457(b)Plan Section 3—Plan Contributions Salary Deferrals taken into account in applying the Matching Contribution formula(s)and in applying any limits on the amount of Salary Deferrals that may be taken into account under the Matching Contribution formula(s). (c) True-up contributions.If the Employer makes Matching Contributions more frequently than annually,the Employer may have to make"true-up"contributions for Participants.Such"true-up"contributions will be required if the Employer actually contributes Matching Contributions to the Plan on a more frequent basis than is used for purposes of determining the amount of Salary Deferrals taken into account under AA§613-5.For example,if the Plan limits Matching Contributions on the basis of Salary Deferrals for the Plan Year,but the Employer contributes the Matching Contributions on a quarterly basis,the Employer may have to make a"true-up"contribution to any Participant based on Salary Deferrals for the Plan Year.if a"true-up"contribution is required under this subsection(c),the Employer may make such additional contribution as required to satisfy the contribution requirements under the Plan. (d) Optional treatment of Matching Contributions as Roth contributions.As provided under§402A(a)(2)as added by SECURE 2.0,if elected by the Employer under AA§613-7,a Participant may elect to treat a nonforfeitable Matching Contribution as a Roth contribution.The Plan Administrator may adopt administrative procedures consistent with Code §402A(a)(2)and applicable guidance. (e) Treatment of Qualified Student Loan Payments as Salary Deferrals for Matching Contributions.Effective for Plan Years beginning after December 31,2023,the Employer may elect under AA§613-8 to treat"Qualified Student Loan Payments"as Salary Deferrals for purposes of receiving Matching Contributions. (1) Definition of Qualified Student Loan Pavment.The term Qualified Student Loan Payment means a payment made by an Eligible Employee in repayment of a Qualified Education Loan(as defined in Code§221(d)(1)) incurred by the Eligible Employee to pay Qualified Higher Education Expenses,but only: (i) to the extent such payments in the aggregate for the year do not exceed an amount equal to: (A) the limitation applicable under Code§457(e)(15)for the year(or,if lesser,the Eligible Employee's Total Compensation for the year),reduced by: (B) the elective deferrals made by the Eligible Employee for such year,and (ii) if the Eligible Employee certifies annually to the Employer that such payment has been made on such loan. (2) Definition of Qualified Higher Education Expenses.The term Qualified Higher Education Expenses means the cost of attendance(as defined in§472 of the Higher Education Act of 1965,as in effect on the day before the date of the enactment of the Taxpayer Relief Act of 1997)at an Eligible Educational Institution(as defined in Code§221(d)(2)). (3) Conditions for Treatment of Qualified Student Loan Pavments as Salary Deferrals for Matching Contributions.A Matching Contributions made to the Plan on account of a Qualified Student Loan Payment shall be treated as a Matching Contribution under the Plan if: (i) the Plan provides Matching Contributions on account of Salary Deferrals at the same rate as contributions on account of Qualified Student Loan Payments, (ii) the Plan provides Matching Contributions on account of Qualified Student Loan Payments only on behalf of Eligible Employees otherwise eligible to receive Matching Contributions on account of Salary Deferrals, (iii) all Eligible Employees who receive Matching Contributions on account of Salary Deferrals are eligible to receive Matching Contributions on account of Qualified Student Loan Payments,and (iv) the Plan provides that Matching Contributions on account of Qualified Student Loan Payments vest in the same manner as Matching Contributions on account of Salary Deferrals. 3.05 Rollover Contributions.If elected under AA Appendix C or under separate administrative procedures,the Plan may accept Rollover Contributions.The requirements applicable to Rollover Contributions are set forth under Section 4. 3.06 Allocation Conditions.In order to receive an allocation of Employer Contributions(other than Salary Deferrals)or an allocation of Matching Contributions,a Participant must satisfy any allocation conditions designated under AA§6-5 or AA Copyright 2023 Governmental 457(b)Basic Plan Document 20 Governmental 457(b)Plan Section 3—Plan Contributions §613-6,as applicable.If the Employer elects under AA§6-5(c)or AA§613-6(c)to apply a minimum service requirement,the Employer may elect to base such minimum service requirement on the basis of Hours of Service or on the basis of consecutive days or months of employment under the Elapsed Time method.if an Employee's aggregate period of service includes fractional years,such fractional years are expressed in terms of days or months,as the Plan Administrator determines operationally on a consistent basis. (a) Application to designated period.Instead of applying the allocation conditions on the basis of the Plan Year,the Employer may apply the allocation conditions on the basis of designated periods,if the Employer describes the methodology under the Special Rules under AA§6-4 or 613-6. (b) Special rule for vear of Plan termination.A last day employment condition automatically applies for any Plan Year in which the Plan is terminated,regardless of whether the Employer has elected to apply a last day employment condition under the Agreement.Thus,the Employer will not be obligated to make an Employer Contribution or Matching Contribution for the Plan Year in which the Plan terminates,unless the Employer provides for an Employer Contribution and/or Matching Contribution in its Plan termination amendment.If there are unallocated forfeitures at the time of Plan termination,such forfeitures will be allocated to Participants under the Plan's procedures for allocating forfeitures. 3.07 Service with Predecessor Emplovers.Unless otherwise designated under the Adoption Agreement,if the Employer maintains the plan of a Predecessor Employer,any service with such Predecessor Employer is treated as service with the Employer for purposes of applying the allocation conditions under Section 3.06.If the Employer does not maintain the plan of a Predecessor Employer,service with such Predecessor Employer does not count for purposes of applying the allocation conditions under Section 3.06,unless the Employer specifically designates under AA§4-5 to credit service with such Predecessor Employer. 3.08 FICA Replacement Plan.An Employee who satisfies the requirements as a Qualified Participant under subsection(b)will be exempt from FICA tax as provided under Code§3121(b)(7)(F)if the requirements under this Section 3.08 are satisfied.The Plan may be identified as a FICA Replacement Plan under AA§2-2. (a) Minimum retirement benefit requirement.The Plan must provide a minimum retirement benefit as set forth under this subsection(a).For this purpose,the Plan satisfies the minimum retirement benefit requirement with respect to an Employee if allocations to the Employee's Account(without regard to any earnings allocated to the Employee's Account)are at least 7.5%of the Employee's Plan Compensation for service with the Employer.Matching Contributions by the Employer may be taken into account for this purpose. (1) Definition of Plan Compensation.The definition of Plan Compensation used in determining whether the minimum retirement benefit requirement under this subsection(a)is satisfied must be at least equal to the Employee's base pay,provided such designation is reasonable under all the facts and circumstances.Thus,the Employer may elect under AA§5-3 to exclude items such as overtime pay,bonuses,or fringe benefits. (2) Reasonable rate of earnings.An Employee's Account must be credited with a reasonable rate of earnings.This requirement is satisfied if Employees'Accounts are held in a separate trust that is subject to general fiduciary standards and are credited with actual earnings under the Plan. (3) Emplovee Contributions.Contributions from both the Employer and Employee may be used to make up the 7.5%allocation requirement under subsection(a).If the Plan only provides for Employee Contributions,the Plan will satisfy the minimum benefit requirement under subsection(a)if the total Employee Contributions are at least 7.5%of Plan Compensation. (b) Qualified Participant.An Employee is a Qualified Participant under the Plan with respect to the services performed on a given day if,on that day,the Employee has satisfied all conditions(other than vesting)for receiving an allocation under the Plan that meets the minimum retirement benefit requirement under subsection(a).An Employee will be a Qualified Participant on any day with respect to compensation earned during a period ending on that day and beginning on or after the beginning of the Plan Year,regardless of whether the allocations were made or accrued before the effective date of Code§3 12 1(b)(7)(F). (1) Part-Time,Seasonal and Temporary Employees.A Part-Time,Seasonal,or Temporary Employee is not a Qualified Participant on a given day unless any benefit relied upon to meet the minimum benefit requirement under subsection(a)is 100%vested.A Part-Time,Seasonal or Temporary Employee's benefit is considered 100%vested on a given day if on that day the Employee is unconditionally entitled to a single-sum distribution on account of death or separation from service of an amount that is at least equal to 7.5%of Plan Compensation for all periods of service taken into account in determining whether the Employee's benefit meets the minimum retirement benefit requirement under subsection(a). Copyright 2023 Governmental 457(b)Basic Plan Document 21 Governmental 457(b)Plan Section 3—Plan Contributions (2) Alternative lookback rule.The Employer may elect to apply the alternative lookback rule described in Treas. Reg. §31.3121(b)(7)-2(d)(3)in determining whether an Employee is a Qualified Participant. Under the alternative lookback rule,an Employee may be treated as a Qualified Participant throughout a calendar year if the Employee is a Qualified Participant at the end of the Plan Year ending in the previous calendar year.For this purpose,if the alternative lookback rule is used,an Employee may be treated as a Qualified Participant on any given day during the first Plan Year of participation if it is reasonable on such day to believe that the Employee will be a Qualified Participant on the last day of such Plan Year. (c) Special rule for short period.An Employee may not be treated as a Qualified Participant if Plan Compensation for less than a full plan year or other 12-month period is regularly taken into account in determining allocations to the Employee's Account for the Plan Year unless,under all of the facts and circumstances,such arrangement is not a device to avoid the imposition of FICA taxes.For example,an arrangement under which Plan Compensation taken into account under AA§5-3 is limited to the contribution base described in Code§3121(x)(1)is not considered a device to avoid FICA taxes by reason of such limitation. Copyright 2023 Governmental 457(b)Basic Plan Document 22 Governmental 457(b)Plan Section 4—Rollover Contributions and Transfers SECTION 4 ROLLOVER CONTRIBUTIONS,TRANSFERS AND AUTOMATIC PORTABILITY TRANSACTIONS This Section provides the rules regarding Rollover Contributions and transfers that may be made under this Plan.The Plan Administrator has the authority under Section 11 to accept Rollover Contributions under this Plan and to enter into transfer agreements concerning the transfer of assets from another plan to this Plan. 4.01 Rollover Contributions.As allowed under applicable law and regulations,an Employee may make a Rollover Contribution to this Plan from an Eligible Retirement Plan,if the special accounting rule is satisfied and the acceptance of rollovers is elected under the Adoption Agreement or if the Plan Administrator adopts administrative procedures regarding the acceptance of Rollover Contributions.The Employee's Rollover Contributions are always 100%vested.if Rollover Contributions are permitted,an Employee may make a Rollover Contribution to the Plan even if the Employee is not an eligible Participant with respect to any or all other contributions under the Plan,unless otherwise prohibited under separate administrative procedures adopted by the Plan Administrator.An Employee who makes a Rollover Contribution to this Plan prior to becoming an Eligible Participant shall be treated as a Participant only with respect to such Rollover Contributions but shall not be treated as an eligible Participant until such Employee otherwise satisfies the eligibility conditions under the Plan. A Participant may make a Rollover Contribution to a Roth Deferral Account only if the rollover is a Direct Rollover from another Roth Deferral Account under an Eligible Retirement Plan and only to the extent the rollover is permitted under the rules of Code§402(c).A rollover of Roth Deferrals may not be made to this Plan from a Roth IRA.Any rollover of Roth Deferrals to this Plan will be held in a separate Roth Rollover Contribution Account. Effective for years beginning after December 31,2017,the period during which a Qualified Plan Loan Offset Amount may be contributed to the Plan as a Rollover Contribution is extended from 60 days after the date of the offset to the due date (including extensions)for filing the individual's Federal income tax return for the taxable year in which the Plan loan offset occurs.A Qualified Plan Loan Offset Amount is a Plan loan offset amount that is treated as distributed from a tax-qualified retirement plan described in Code§401(a)or Code§403(a),a Code§403(b)plan,or a governmental plan under Code§457(b) solely by reason of tennination of the Plan or failure to meet the repayment terms of the loan because of Severance from Employment. Notwithstanding any other provision of the Plan,the Plan Administrator may accept any Rollover Contribution that satisfies the requirements,including the time period to make Rollover Contributions,under Code§402(c)and applicable IRS regulations and other guidance.Thus,for example,the Plan Administrator may accept a Rollover Contribution as provided under Revenue Procedure 2016-47 relating to the waiver of the 60-day rollover period and acceptable self-certification by an Employee. A Participant may withdraw amounts from such Participant's Rollover Contribution Account(s)at any time,in accordance with the distribution rules under Section 8,except as restricted under AA§9. (a) Special Accounting Rule for Rollovers.The Plan must maintain two separate Rollover Contribution Accounts,if necessary.One Rollover Contribution Account may receive Rollover Contributions from: (1) a qualified plan described in§401(a)of the Code; (2) a tax sheltered annuity plan described in§403(b)of the Code; (3) an individual retirement account described in§408(a)of the Code;and (4) an individual retirement annuity described in§408(b)of the Code. The other Rollover Account may receive Rollover Contributions only from a governmental 457 plan described in §457(b)of the Code.Neither Rollover Contribution Account may include any amount that is not attributable to a Rollover Contribution. (b) Refusal of Rollover Contributions.The Plan Administrator may refuse to accept a Rollover Contribution if the Plan Administrator reasonably believes the Rollover Contribution:(a)is not being made from a proper plan or IRA;(b)is not being made timely after receipt of the amounts from another plan or IRA;(c)could jeopardize the Plan status under Code§457(b);or(d)could create adverse tax consequences for the Plan or the Employer.Prior to accepting a Rollover Contribution,the Plan Administrator may require the Employee to provide satisfactory evidence establishing that the Rollover Contribution meets the requirements of this Section and applicable rollover rules. If the Plan accepts a Rollover Contribution that is later determined to be an invalid Rollover Contribution,the Plan Administrator must distribute the invalid amount,plus any earnings attributable thereto,to the Employee within a Cc Copyright 2023 Governmental 457(b)Basic Plan Document 23 Governmental 457(b)Plan Section 4—Rollover Contributions and Transfers reasonable time after such determination. The Plan Administrator may use the criteria set forth in IRS Revenue Ruling 2014-9,as well as other evidence,in reasonably determining whether a Rollover Contribution is valid. 4.02 Transfers to the Plan.As allowed under applicable laws,regulations and other guidance,the Plan Administrator may accept a transfer of funds from another governmental 457(b)plan.Such transfers must meet the conditions set forth under Treas.Reg. §1.457-10(b),if applicable.The Plan Administrator may not accept a transfer from a 457(b)plan of a tax-exempt employer,a 403(b)plan or a 401(a)qualified plan. 4.03 Automatic Portabilitv Transactions.The Employer,either in AA§10-4 or through administrative procedures,may elect to accept amounts pursuant to an automatic portability transaction as described in Code§4975(t)(12).The Employer is not responsible for meeting,or ensuring the satisfaction of,the requirements applicable to an automatic portability provider as defined under Code§4975(f)(12)(A)(ii). Cc Copyright 2023 Governmental 457(b)Basic Plan Document 24 Governmental 457(b)Plan Section 5—Limits on Contributions SECTION 5 LIMITS ON CONTRIBUTIONS 5.01 Maximum Contribution Limit.Annual contributions on behalf of a Participant for a taxable year may not exceed the Maximum Contribution Limit. (a) Components of the Maximum Contribution Limit.The Maximum Contribution Limit consists of one or more of the following-the Basic Annual Limit,the Age 50 Catch-Up Limit and the Special 457 Catch-Up Limit. (b) Limitation Period.The relevant limitation period is the taxable year of the Participant. (c) Contributions Subject to the Maximum Contribution Limitation.Contributions that are subject to the Maximum Contribution Limit include Salary Deferral Contributions and Employer Contributions,including Employer Matching Contributions.Rollover Contributions and transfers are not subject to the Maximum Contribution Limit.If a contribution is subject to a substantial risk of forfeiture,such contribution is not counted toward the Maximum Contribution Limit until the substantial risk of forfeiture lapses.Where an amount is subject to a substantial risk of forfeiture,gains or losses allocable to the amount deferred,through the date that the substantial risk of forfeiture lapses, are taken into account in determining the amount that is considered deferred in the year in which the substantial risk of forfeiture lapses. 5.02 Basic Annual Limit.The Basic Annual Limit is the lesser of(i)the applicable dollar amount specified under Code§457(e)(15) for the relevant taxable year or(ii)100%of the Participant's Includible Compensation(without any adjustments,but subject to the maximum limitation as may apply under Code§401(a)(17))for the taxable year.The applicable dollar amount under Code §457(e)(15)is$22,500 for 2023 and will be adjusted for cost-of-living increases,if applicable. 5.03 Age 50 Catch-Up Limit.The Age 50 Catch-Up Limit only applies to a Participant who attains age 50 by the end of the relevant taxable year.The Age 50 Catch-Up Limit is the applicable amount specified under Code§414(v)for the relevant taxable year.The Age 50 Catch-Up Contribution Limit for taxable years beginning in 2023 is$7,500.The Age 50 Catch-Up Contribution Limit will be adjusted for cost-of-living increases under Code§414(v)(2)(C).The Age 50 Catch-Up Limit does not apply for any taxable year for which a higher limitation applies under the Special 457 Catch-Up Limit,if available under the Plan.If both the Age 50 Catch-Up Limit and the Special Catch-Up Limit apply,the applicable limit is determined under Treas.Reg. §1.4574(c)(2)(ii). Effective for taxable years beginning after December 31,2024,for Participants who have attained 60,61,62 or 63 before the close of the applicable taxable year,an adjusted Age 50 Catch-Up Limit applies.The adjusted limit is the greater of(a)$10,000 (adjusted for inflation)or(b)an amount equal to 150%of the otherwise applicable Age 50 Catch-Up Limit for the taxable year. 5.04 Special 457 Catch-Up Limit.For one or more of the Participant's last three taxable years ending before the Participant's Normal Retirement Age,the Maximum Contribution Limit is an amount not in excess of the lesser of(i)twice the dollar amount in effect under Code§457(e)(15)or(ii)the underutilization limitation. (a) Underutilization Limitation.The sum of(i)the Maximum Contribution Limit under the Basic Annual Limit for the relevant taxable year,plus the Maximum Contribution Limit for any prior taxable year or years,less the amount of contributions for such taxable year or years(disregarding any Age 50 Catch-Up Contributions). (b) Normal Retirement Age.The Employer will elect a Normal Retirement Age under the Agreement.Normal Retirement Age may be any age that is on or after the earlier of age 65 or the age at which the Participant has the right to retire and receive,under the Employer's pension plan(if any),immediate retirement benefits without actuarial reduction because of retirement before a specified date and that is not later than age 70'/z.Alternatively,the Employer may elect to allow the Participant to designate a Normal Retirement Age within these ages.if an Employer sponsors more than one 457(b) plan,any Participant may only have one Normal Retirement Age. (c) Special Rule for Qualified Police and Firefighters.An Employer with a Plan that covers qualified police and firefighters(as defined under Code§415(b)(2)(H)(ii)(I))may elect a Normal Retirement Age that is earlier than that specified under subsection(b),but in no event may the Normal Retirement Age be earlier than age 40.Alternatively, the Employer may elect to allow a qualified police or firefighter Participant to designate a Normal Retirement Age that is between age 40 and age 70''/z. 5.05 Excess Deferrals under the Plan.If contributions,as described under Section 5.01(c),to a Participant under the Plan exceed the Maximum Contribution Limit for a taxable year,the Plan must distribute the excess deferrals(i.e.,the amounts that exceed the Maximum Contribution Limit)to the Participant,with allocable net income,as soon as administratively practicable after the Cc Copyright 2023 Governmental 457(b)Basic Plan Document 25 Governmental 457(b)Plan Section 5—Limits on Contributions Plan determines that the amount is an excess deferral.For purposes of determining whether contributions exceed the Maximum Contribution Limit,all 457(b)plans of the Employer,including plans of Related Employers,are treated as a single plan. 5.06 Excess Deferrals Arising from Application of the Individual Limitation.The Plan may distribute excess deferrals that arise from application of the Individual Limitation.The Plan may distribute the excess deferrals to the Participant,with allocable net income,as soon as administratively practicable after the Plan determines that the amount is an excess deferral.The Participant must inform the Plan Administrator of the excess deferrals. (a) Individual Limitation.The Individual Limitation(as set forth under Code§457(c))equals the Basic Annual Limitation,plus the Age 50 Catch-Up Limitation or the Special 457 Catch-Up Limitation,applied by taking into account the combined annual contributions for the Participant for any taxable year under all Code§457(b)plans.For this purpose,contributions to all Code§457(b)plans,whether sponsored by a governmental employer or a tax-exempt employer,are counted toward the Individual Limitation. (b) Special Rules for Catch-Up Amounts under Multiple 457(b)Plans.For purposes of applying the Individual Limitation,the Special 457 Catch-Up is taken into account only to the extent that the annual contribution is made for a Participant under a 457(b)plan if permitted wider the Special 457 Catch-Up rules.In addition,if a Participant has annual contributions under more than one 457(b)plan and the applicable catch-up amount under the Age 50 Catch-Up and the Special 457 Catch-Up rules is not the same for each such 457(b)plan for the taxable year,the Individual Limitation is determined using the catch-up amount under whichever plan has the largest catch-up amount applicable to the Participant. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 26 Governmental 457(b)Plan Section 6—Special Rules Affecting 457(b)Plans SECTION 6 SPECIAL RULES AFFECTING THIS GOVERNMENTAL 457(b)PLAN 6.01 Plan Adoption as Governmental Plan.Only an Employer that is an eligible employer as defined under Code§457(e)(1)(A) may adopt this Plan.As a Governmental Plan,the Plan is not subject to the requirements under Title I of ERISA. 6.02 Failure to Satisfy Requirements of Code W7(b)Applicable to Governmental Code W7(b)Plans.If the Plan fails to satisfy any applicable requirement under Code§457(b)or applicable regulations,the Plan is treated as not meeting such requirement as of the first Plan Year beginning more than 180 days after the date of notification by the Internal Revenue Service,unless the Employer corrects the inconsistency before the first day of such Plan Year.The Employer may use any available IRS correction program to fix errors in the Plan's compliance with the requirements under Code§457. 6.03 Reporting to Internal Revenue Service and Participants.The Employer will report contributions to the Plan and distributions from the Plan at the time and in the manner prescribed by the Internal Revenue Service. 6.04 Taxation of Distributions.Amounts deferred under the Plan are includible in gross income in the taxable year in which the amounts are actually paid from the Plan.See Treas.Reg.§1.457-7 for special rules applicable to Governmental Plans. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 27 Governmental 457(b)Plan Section 7—Participant Vesting and Forfeitures SECTION 7 PARTICIPANT VESTING AND FORFEITURES 7.01 Vesting of Contributions.A Participant's vested interest in such Participant's Employer Contribution Account and Matching Contribution Account is determined based on the vesting schedule elected in the Adoption Agreement.A Participant is always fully vested in such Participant's Salary Deferral Account and Rollover Contribution Account. The imposition of a vesting schedule creates a substantial risk of forfeiture with respect to the contributions subject to the vesting schedule.If a contribution is subject to a substantial risk of forfeiture,such contribution is not counted toward the Maximum Contribution Limit until the substantial risk of forfeiture lapses(i.e.,the contributions are vested).Where an amount is subject to a substantial risk of forfeiture,gains or losses allocable to the amount deferred,through the date that the substantial risk of forfeiture lapses,are taken into account in determining the amount that is considered deferred in the year in which the substantial risk of forfeiture lapses. 7.02 Vesting Schedules.A Participant's vested interest in such Participant's Employer Contribution Account and/or Matching Contribution Account is determined by multiplying the Participant's vesting percentage(determined under the applicable vesting schedule selected in AA§8)by the total amount under the applicable Account. (a) Vesting schedule.The Employer may choose any of the vesting schedules described in this subsection(a)as the normal vesting schedule with respect to Employer Contributions. (1) Full and immediate vesting schedule.Under the full and immediate vesting schedule,the Participant is always 100%vested in such Participant's Account Balance. (2) 3-vear cliff vesting schedule.Under the 3-year cliff vesting schedule,a Participant is 100%vested after 3 Years of Service.Prior to the third Year of Service,the vesting percentage is zero. (3) 6-year vesting schedule.Under the 6-year graded vesting schedule,a Participant vests in such Participant's Employer Contribution Account and/or Matching Contribution Account in the following manner: After 2 Years of Service—20%vesting After 3 Years of Service—40%vesting After 4 Years of Service—60%vesting After 5 Years of Service—80%vesting After 6 Years of Service—100%vesting (4) Modified vesting schedule.Under the modified vesting schedule,the Employer may designate the vesting percentage that applies for each Year of Service. (b) Special vesting rules. (1) Separate Accounting.The Plan Administrator will maintain separate accounting for the vested and non-vested portions of any Employer Contribution Account and/or Matching Contribution Account. (2) 100%vesting upon death,becoming Disabled,or attaining Normal Retirement Age.The Employer may elect under AA 8-4 to allow a Participant's vesting percentage to automatically increase to 100%if the Participant dies,terminates employment due to becoming Disabled,attains Normal Retirement Age and/or for other designated reasons. 7.03 Year of Service.An Employee's position on the vesting schedule is dependent on the Employee's Years of Service with the Employer.Generally,an Employee will earn a vesting Year of Service for each Vesting Computation Period during which the Employee completes at least 1,000 Hours of Service.Alternatively,the Employer may elect under AA§8-5(a)to modify the definition of Year of Service to require completion of any other number of Hours of Service or may elect to calculate Years of Service using the Elapsed Time method(as defined in subsection(b)below). (a) Hours of Service.Unless the Employer elects to use the Elapsed Time method under AA§8-5(c),vesting Years of Service will be determined based on an Employee's Hours of Service earned during the Vesting Computation Period. (1) Actual Hours of Service.In determining an Employee's vesting Years of Service,the Employer will credit an Employee with the actual Hours of Service earned during the Vesting Computation Period,unless the Employer elects under AA§8-5(d)to determine Hours of Service using the Equivalency Method. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 28 Governmental 457(b)Plan Section 7—Participant Vesting and Forfeitures (2) Equivalency Method.Instead of counting actual Hours of Service in applying the Plan's vesting schedules,the Employer may elect under AA§8-5(d)to determine Hours of Service based on the Equivalency Method. Under the Equivalency Method,an Employee receives credit for a specified number of Hours of Service based on the period or hours worked with the Employer. (i) Monthly.Under the monthly Equivalency Method,an Employee is credited with 190 Hours of Service for each calendar month during which the Employee completes at least one Hour of Service with the Employer. (ii) Weekly.Under the weekly Equivalency Method,an Employee is credited with 45 Hours of Service for each week during which the Employee completes at least one Hour of Service with the Employer. (iii) Daily.Under the daily Equivalency Method,an Employee is credited with 10 Hours of Service for each day during which the Employee completes at least one Hour of Service with the Employer. (iv) Semi-monthly.Under the semi-monthly Equivalency Method,an Employee is credited with 95 Hours of Service for each semi-monthly period during which the Employee completes at least one Hour of Service with the Employer. (v) Hours worked.Under the hours worked Equivalency method,870 hours worked is treated as 1,000 Hours of Service and 435 hours worked treated as 500 Hours of Service. (vi) Regular time hours.Under the regular time hours Equivalency Method,750 regular time hours is treated as 1,000 Hours of Service and 375 regular time hours treated as 500 Hours of Service. (3) Employee need not be emploved for entire Vesting Computation Period.If an Employee completes the required Hours of Service during a Vesting Computation Period,the Employee will receive credit for a Year of Service as of the end of such Vesting Computation Period,even if the Employee is not employed for the entire Vesting Computation Period. (b) Elapsed Time method.Instead of using Hours of Service in applying the Plan's vesting schedules,the Employer may elect under AA§8-5(c)to apply the Elapsed Time method for calculating an Employee's vesting service with the Employer.Under the Elapsed Time method,an Employee receives credit for the aggregate period of time worked for the Employer commencing with the Employee's first day of employment(or Reemployment Commencement Date,if applicable)and ending on the date the Employee begins a Period of Severance which lasts at least 12 consecutive months.In calculating an Employee's aggregate period of service,an Employee receives credit for any Period of Severance that lasts less than 12 consecutive months.If an Employee's aggregate period of service includes fractional years,such fractional years are expressed in terms of days. (1) Period of Severance.For purposes of applying the Elapsed Time method,a Period of Severance is any continuous period of time during which the Employee is not employed by the Employer.A Period of Severance begins on the date the Employee retires,quits or is discharged,or if earlier,the 12-month anniversary of the date on which the Employee is first absent from service for a reason other than retirement,quit or discharge. In the case of an Employee who is absent from work for maternity or paternity reasons,the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Period of Severance.For purposes of this paragraph,an absence from work for maternity or paternity reasons means an absence(i)by reason of the pregnancy of the Employee,(ii)by reason of the birth of a child of the Employee, (iii)by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee,or(iv)for purposes of caring for a child of the Employee for a period beginning immediately following the birth or placement of such child. (2) Related Employ For purposes of applying the Elapsed Time method,service will be credited for employment with any Related Employer. 7.04 Vesting Computation Period.Generally,the Vesting Computation Period is the Plan Year.Alternatively,the Employer may elect under AA§8-5(b)to use the 12-month period commencing on the Employee's date of hire(or Reemployment Commencement Date,if applicable)and each subsequent 12-month period commencing on the anniversary of such date or the Employer may elect to use any other 12-consecutive month period as the Vesting Computation Period. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 29 Governmental 457(b)Plan Section 7—Participant Vesting and Forfeitures 7.05 Excluded service.Generally,all service with the Employer counts for purposes of applying the Plan's vesting schedules. However,the Employer may elect under AA§8-3 to exclude certain service with the Employer in calculating an Employee's vesting Years of Service. 7.06 Service with Predecessor Employers.If the Employer maintains the plan of a Predecessor Employer,any service with such Predecessor Employer is treated as service with the Employer for purposes of applying the provisions of this Plan,unless otherwise specified by the Employer in the Adoption Agreement.If the Employer does not maintain the plan of a Predecessor Employer,service with such Predecessor Employer does not count for vesting purposes under this Section 7,unless the Employer specifically designates under AA§4-5 to credit service with such Predecessor Employer for vesting. 7.07 Forfeiture of Benefits.A Participant will forfeit the nonvested portion of such Participant's Employer Contribution and/or Matching Contribution Account at such time as the Plan Administrator determines a forfeiture event has occurred.The Plan Administrator has the responsibility to determine the amount of a Participant's forfeiture.Until an amount is forfeited pursuant to this Section 7.07,a Participant's entire Account must remain in the Plan and continue to share in gains and losses.A Participant will not forfeit any of such Participant's nonvested Account until the occurrence of a total distribution to the Participant or Beneficiary or the occurrence of a distributable event as described under the Plan. 7.08 Allocation of Forfeitures.The Employer may decide in its discretion how to treat forfeitures under the Plan.Alternatively,the Employer may designate under AA§8-6 how forfeitures occurring during a Plan Year will be treated. (a) Reallocation as additional contributions.The Employer may elect in AA§8-6 to reallocate forfeitures as additional contributions under the Plan.If the Employer elects to reallocate forfeitures as additional contributions,the Employer may elect,in its discretion,to allocate such amounts as additional Employer Contributions and/or additional Matching Contributions.Forfeitures allocated under this subsection(a)will be allocated in the same manner as selected under AA §6-3 or AA§613-2 with respect to the contribution type being allocated.if no allocation method is selected for a particular contribution type,forfeitures will be reallocated as a pro rata allocation(as described in AA§6-3(a))if such amount is reallocated as an additional Employer Contribution or as a discretionary Matching Contribution(as described in AA§6B-2(a))if such amount is reallocated as an additional Matching Contribution.In applying the provisions of this subsection(a),no allocation of forfeitures will be made to any Participant with respect to forfeitures that arise out of such Participant's own Account. (b) Reduction of contributions.The Employer may elect in AA§8-6 to use forfeitures to reduce Employer Contributions and/or Matching Contributions under the Plan.if the Employer elects to use forfeitures to reduce contributions,the Employer may,in its discretion,use such forfeitures to reduce Employer Contributions,Matching Contributions,or both.The Employer may adjust its contribution deposits in any manner,provided the total Employer Contributions made for the Plan Year properly take into account the forfeitures that are to be used to reduce such contributions for that Plan Year.If contributions are allocated over multiple allocation periods,the Employer may reduce its contribution for any allocation periods within the Plan Year in which the forfeitures are to be allocated so that the total amount allocated for the Plan Year is proper. (c) Payment of Plan expenses.The Employer may elect under AA§8-6 to first use forfeitures to pay Plan expenses for the Plan Year in which the forfeitures would otherwise be applied.If any forfeitures remain after the payment of Plan expenses under this subsection,the remaining forfeitures will be allocated as selected under AA§8-6. (d) Frozen Plans.if the Plan holds any unallocated forfeitures at the time the Plan is frozen,such forfeitures may be allocated in accordance with this Section 7.08,regardless of any contrary elections under AA§8-6. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 30 Governmental 457(b)Plan Section 8—Plan Distributions SECTION 8 PLAN DISTRIBUTIONS A Participant may receive a distribution of such Participant's vested Account Balance at the time and in the manner provided under this Section 8. 8.01 Distribution Options.Distributions from the Plan may be made in the form of a lump sum of the Participant's entire vested Account Balance,a single sum distribution of a portion of the Participant's vested Account Balance,installments,annuity payments or other form of distribution,as elected by the Employer under the Agreement.In addition,distribution options may be available as provided under a guaranteed income product to the extent such distribution options are consistent with the requirements of Code§457(b).The Plan Administrator will make distributions to a Participant(or Beneficiary)as soon as administratively feasible after the occurrence of an event,such as Severance from Employment,that allows a Participant or Beneficiary to receive a distribution.The Plan may condition the receipt of a distribution on Participant and/or spousal consent, as specified under AA§94. Subject to the automatic rollover rules under Section 8.09(f)of the Plan,a Participant who has a Severance from Employment (or a Beneficiary entitled to a distribution after the death of a Participant)with a vested Account Balance of$5,000($7,000, effective for distributions after December 31,2023)or less generally will receive an Involuntary Cash-Out Distribution in the form of a lump sum distribution.An Involuntary Cash-Out Distribution is any distribution that is made from the Plan without the Participant's consent.If a Participant's vested Account Balance exceeds$5,000($7,000,effective for distributions after December 31,2023),the Participant generally must consent to a distribution from the Plan.The Employer may specify alternative Involuntary Cash-Out Distribution thresholds and Participant and spousal consent requirements for the Plan under AA§9-4 or under separate administrative procedures. Notwithstanding other provisions of the Plan,the Employer may operate the Plan to provide relief from certain rules relating to in-service distributions and loans for Participants who are victims of certain qualified natural disasters,as set forth under applicable IRS or legislative guidance.The Plan Administrator shall document through administrative procedures or otherwise the manner in which the Plan operationally applied this relief. 8.02 Amount Elisdble for Distribution.For purposes of determining the amount a Participant may receive as a distribution from the Plan,a Participant's Account Balance is determined as of the Valuation Date that immediately precedes the date the Participant receives a distribution from the Plan.For this purpose,the Participant's Account Balance must be increased for any contributions allocated to the Participant's Account since the most recent Valuation Date and must be reduced for any distributions the Participant received from the Plan since the most recent Valuation Date.A Participant does not share in any allocation of gains or losses attributable to the period between the Valuation Date and the date of the distribution under the Plan,unless the Plan Administrator establishes an alternative policy. 8.03 Permissible Distribution Events.A Participant may receive a distribution from the Plan on account of a Severance from Employment.The Employer may,but is not required to,elect under AA§9-2(a)to allow certain in-service distributions.(See Section 8.06 for the special rules for the distribution of smaller amounts.)However,as required under Code§457(d),in no event may the Plan make distributions earlier than: (a) The calendar year in which a Participant attains age 59'/2; (b) The date a Participant qualifies for an Unforeseeable Emergency distribution,as described under Section 8.08; (c) The date a Participant qualifies for a Qualified Birth or Adoption Distribution,as described under Section 8.14; (d) With respect to amounts invested in a Lifetime Income Investment,as described under Section 8.15,the date that is 90 days prior to the date that such Lifetime Income Investment may no longer be held as an investment option under the Plan; (e) The date a Participant is required to receive a distribution under the required minimum distribution rules in Section 9 of the Plan; (f) The date a Participant is treated as having a Severance from Employment during any period the individual is performing service in the Uniformed Services for purposes of receiving a Plan distribution under Code§457(d).If an individual elects to receive a distribution while on military leave,the individual may not make Salary Deferrals under the Plan during the 6-month period beginning on the date of the distribution. (g) The date a Participant qualifies for an Emergency Personal Expense Distribution,as described in Section 8.18. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 31 Governmental 457(b)Plan Section 8—Plan Distributions (h) The date a Participant qualifies for a Domestic Abuse Distribution,as described in Section 8.19. (i) The date a participant qualifies for a Qualified Long-Term Care Distribution,as described in Section 8.20. [Note— Qualified Long-Term Care Distributions are not available until after December 29,2025.1 If the Employer does not elect to allow in-service distributions under AA§9-2(a),then no distributions are allowed until a Participant has a Severance from Employment. 8.04 Severance from Employment.An Employee has a Severance from Employment if the Employee dies,retires or otherwise has a severance from employment.In general,an Independent Contractor is considered to have a Severance from Employment upon the expiration of the contract under which services are performed for the Employer,if the expiration constitutes a good faith and complete termination of the contractual relationship. 8.05 Distribution Upon Death.Upon death and subject to the required minimum distribution rules in Section 9,a Participant's vested Account Balance will be distributed to the Participant's Beneficiary(ies)in accordance with this Section.The form of benefit payable with respect to a deceased Participant will depend on whether the Participant dies before or after distribution of such Participant's Account Balance has commenced. (a) Death after commencement of benefits.Subject to the required minimum distribution rules under Code§401(a)(9),if a Participant begins receiving a distribution of benefits under the Plan,and subsequently dies prior to receiving the full value of such Participant's vested Account Balance,the remaining benefit may continue to be paid to the Participant's Beneficiary(ies)in accordance with the form of payment that has already commenced.Alternatively,the Plan Administrator,in its discretion,may cash-out the remaining value of the Participant's benefit without the consent of the Beneficiary(ies). (b) Death before commencement of benefits.if a Participant dies before commencing distribution of benefits under the Plan,the Participant's Beneficiary(ies)will receive an Involuntary Cash-Out Distribution,unless elected otherwise under AA§94 or under separate administrative procedures.In no event will any death benefit be paid in a manner that is inconsistent with the required minimum distribution rules under Code§401(a)(9). (c) Determining a Participant's Beneficiary.The determination of a Participant's Beneficiary(ies)to receive any death benefits under the Plan will be based on the Participant's Beneficiary designation under the Plan.If a Participant does not designate a Beneficiary to receive the death benefits under the Plan,distribution will be made to the default Beneficiaries,as set forth in subsection(3)below. (1) Post-retirement death benefit.If a Participant dies after commencing distribution of benefits under the Plan (but prior to receiving a distribution of such Participant's entire vested Account Balance under the Plan),the Beneficiary of any post-retirement death benefit is determined in accordance with the Beneficiary selected under the distribution options in effect prior to death. (2) Pre-retirement death benefit.If a Participant dies before commencing distribution of such Participant's benefits under the Plan,the surviving spouse(determined at the time of the Participant's death)will be treated as the sole Beneficiary,unless: (i) there is a valid contrary Beneficiary designation, (ii) there is no surviving spouse,or (iii) the spouse makes a valid disclaimer. (3) Default beneficiaries.To the extent a Beneficiary has not been named by the Participant(subject to the spousal consent rule discussed above)and is not designated under the terms of this Plan or the Adoption Agreement to receive all or any portion of the deceased Participant's death benefit,such amount shall be distributed to the Participant's surviving spouse(if the Participant was married at the time of death)who shall be considered the Designated Beneficiary.If a Participant is legally divorced,the former spouse is not considered the default Beneficiary.If the Participant does not have a surviving spouse at the time of death,distribution will be made to the Participant's surviving children(including legally adopted children,but not including step-children),as designated Beneficiaries,in equal shares.If the Participant has no surviving children,distribution will be made to the Participant's estate.The Employer may modify the default beneficiary rules described in this subparagraph under AA§9-6. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 32 Governmental 457(b)Plan Section 8—Plan Distributions (4) Identification of Beneficiaries.The Plan Administrator may request proof of the Participant's death and may require the Beneficiary to provide evidence of such Participant's right to receive a distribution from the Plan in any form or manner the Plan Administrator may deem appropriate.The Plan Administrator's determination of the Participant's death and of the right of a Beneficiary to receive payment under the Plan shall be conclusive.If a distribution is to be made to a minor or incompetent Beneficiary,payments may be made to the person's legal guardian,conservator recognized under state law,or custodian in accordance with the Uniform Gifts to Minors Act or similar law as permitted under the laws of the state where the Beneficiary resides.The Plan Administrator or Trustee will not be liable for any payments made in accordance with this subsection(4)and will not be required to make any inquiries with respect to the competence of any person entitled to benefits under the Plan. (5) Death of Beneficiary.Unless specified otherwise in the Participant's Beneficiary designation form or under AA §9-6,if a Beneficiary does not predecease the Participant but dies before distribution of the death benefit is made to the Beneficiary,the death benefit will be paid to the Beneficiary's estate.If the Participant and the Participant's Beneficiary die simultaneously and the Participant's Beneficiary designation form does not address simultaneous death,the determination of the death beneficiary will be determined under any state simultaneous death laws,to the extent applicable.If no applicable state law applies,the death benefit will be paid to the any contingent beneficiaries named under the Participant's beneficiary designation.If there are no contingent beneficiaries,the death benefit will be paid to the Participant's default beneficiaries,as described in subsection (3). (6) Divorce from Spouse.If a Participant designates such Participant's spouse as Beneficiary and subsequent to such Beneficiary designation,the Participant and spouse are divorced,the designation of the spouse as Beneficiary under the Plan is automatically rescinded unless specifically provided otherwise under the Plan,a divorce decree or QDRO,or unless the Participant enters into a new Beneficiary designation naming the prior spouse as Beneficiary.In addition,the provisions under this subsection(6)will not apply if the Participant has entered into a Beneficiary designation that specifically overrides the provisions of this subsection(6). (d) Slayer Rule.Notwithstanding anything to the contrary in the Plan,if the Plan Administrator receives notice prior to distribution of a Participant's vested Account Balance that an individual is responsible for the death of such Participant, then no payment of benefits with respect to such Participant will be made under any provision of the Plan to such individual.An individual will be treated as being responsible for the death of a Participant for purposes of the foregoing sentence only if,by virtue of such individual's involvement in the death of the Participant,such individual's entitlement to any interest in assets of the deceased could be denied(whether or not there is in fact any such entitlement)under any applicable state law, including,without limitation,laws governing intestate succession,wills, jointly-owned property,bonds,and life insurance.For purposes of the Plan,any such responsible individual will be deemed to have predeceased the Participant.The Plan Administrator shall withhold distribution of benefits otherwise payable under the Plan for such period of time as is necessary or appropriate under the circumstances to make a determination with regard to the application of this section. 8.06 Distributions of Smaller Amounts.The Employer may elect under the AA§9-2(c)to allow for distribution of all or a portion of the Participant's Account Balance,provided the conditions set forth under subsection(a)are satisfied. (a) Conditions for Distribution.In order for a Plan to make distributions under this Section 8.06,the following conditions must be satisfied: (i)the Participant's total Account Balance which is not attributable to rollover contributions is not in excess of$5,000(or$7,000,effective for distributions made after December 31,2023)(or such other dollar limit specified under Code§411(a)(11)(A)),(ii)the Participant has not received an Employer Contribution or made a Salary Reduction Contribution during the two-year period ending on the date of distribution and(iii)the Plan has not made a prior distribution to the Participant under this Section 8.06. (b) Participant Election.The Employer may elect under the AA§9-2(c)to allow a Participant to receive a distribution under this Section 8.06 at the Participant's(or Beneficiary's)request,provided the conditions in subsection(a)are satisfied. 8.07 Distributions under a Qualified Domestic Relations Order.The plan may make distributions to an Alternate Payee pursuant to a Qualified Domestic Relations Order(as described in Section 11.06 of the Plan,even if the amounts subject to the QDRO are not otherwise distributable. 8.08 Unforeseeable Emeraency Distribution.If elected by the Employer in AA§9-2,a Participant may receive an in-service distribution on account of an Unforeseeable Emergency.If elected under AA§9-2(a)(3),Participants who receive a distribution on the occurrence of an Unforeseeable Emergency may not make Salary Deferrals to the Plan for a period of six(6)months after the date of the Unforeseeable Emergency distribution. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 33 Governmental 457(b)Plan Section 8—Plan Distributions (a) Amount available for distribution.A Participant may receive a distribution on account of an Unforeseeable Emergency of any portion of such Participant's vested benefit(including earnings thereon)up to the amount reasonably necessary to satisfy the emergency need(which may include any amounts necessary to pay any federal,state,or local income taxes or penalties reasonably anticipated to result from the distribution). (b) Definition of Unforeseeable Emergency.An Unforeseeable Emergency is a severe financial hardship resulting from (i)an illness or accident of the Participant or Beneficiary,the Participant's or Beneficiary's spouse or the Participant's or Beneficiary's dependent;(ii)loss of the Participant's or Beneficiary's property due to casualty;or(iii)similar extraordinary or unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary(such as the need to pay medical expenses or funeral expenses).Imminent foreclosure of or eviction from the Participant's or Beneficiary's primary residence;the need to pay for medical expenses,including non-refundable deductibles,as well as for the cost of prescription drug medication;the need to pay for the funeral expenses of a spouse or a dependent(as defined in IRC§152(a))may constitute Unforeseeable Emergencies.However,the purchase of a home and the payment of college tuition generally are not Unforeseeable Emergencies.The Plan Administrator will determine based on relevant facts and circumstances whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting a distribution. (c) Availability of Other Resources.The Plan may not make a distribution on account of an Unforeseeable Emergency to the extent that the emergency is or may be relieved through reimbursement or compensation from insurance or otherwise;by liquidation of the Participant's assets without causing financial hardship;or by cessation of Salary Deferrals under the Plan. (d) Employee certification.In determining whether a distribution to a Participant is made when the Participant is faced with an Unforeseeable Emergency,the Plan Administrator may(but is not required to)rely on a written certification by the Participant that the distribution is:(1)made when the Participant is faced with an Unforeseeable Emergency of a type which is described in Section 8.08(b)of the Plan;(2)not in excess of the amount required to satisfy the emergency need;and(3) that the Participant has no alternative means reasonably available to satisfy such emergency need.This Section 8.08(d)will be administered consistent with any applicable guidance or regulations issued by the Internal Revenue Service. 8.09 Direct Rollovers.Notwithstanding any provision in the Plan to the contrary,a Participant may elect to have all or any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan in a Direct Rollover.If a Participant elects a Direct Rollover of only a portion of an Eligible Rollover Distribution,the Plan Administrator may require that the amount being rolled over equals at least$500. For purposes of this Section 8.09,a Participant includes a Participant or former Participant.In addition,this Section applies to any distribution from the Plan made to a Participant's surviving spouse or to a Participant's spouse or former spouse who is the Alternate Payee under a QDRO. If it is reasonable to expect(at the time of the distribution)that the total amount the Participant will receive as a distribution during the calendar year will total less than 5200,the Employer need not offer the Participant a Direct Rollover option with respect to such distribution. (a) Eligible Rollover Distribution.An Eligible Rollover Distribution is any distribution of all or any portion of a Participant's Account Balance,except for the following distributions: (1) any distribution that is one of a series of substantially equal periodic payments(not less frequently than annually)made for the life(or Life Expectancy)of the Participant or the joint lives(or joint Life Expectancies) of the Participant and the Participant's Beneficiary,or for a specified period of ten years or more; (2) any distribution to the extent such distribution is a required minimum distribution under Section 9; (3) the portion of any distribution that is not includible in gross income; (4) any distribution if it is reasonably expected(at the time of the distribution)that the total amount the Participant will receive as a distribution during the calendar year will total less than$200;or (5) the portion of any distribution that is a distribution of excess deferrals as described under Section 5.05;or (6) a distribution on account of an Unforeseeable Emergency. (b) Eligible Retirement Plan.An Eligible Retirement Plan is: Cc Copyright 2023 Governmental 457(b)Basic Plan Document 34 Governmental 457(b)Plan Section 8—Plan Distributions (1) an individual retirement account described in§408(a)of the Code; (2) an individual retirement annuity described in§408(b)of the Code; (3) an annuity plan described in§403(a)of the Code; (4) a qualified plan described in§401(a)of the Code; (5) a tax sheltered annuity plan described in§403(b)of the Code; (6) a governmental 457 plan described in§457(b)of the Code;or (7) Any other eligible retirement plan designated under Code§402(c)(8)(B). (c) Direct Rollover.A Direct Rollover is a payment made directly from the Plan to the Eligible Retirement Plan specified by the Participant(or surviving spouse).The Plan Administrator may develop reasonable procedures for accommodating Direct Rollover requests. (d) Direct Rollover notice.A Participant entitled to an Eligible Rollover Distribution must receive a written explanation of such Participant's right to a Direct Rollover,the tax consequences of not making a Direct Rollover,and,if applicable, any available special income tax elections.The notice must be provided within 30—180 days prior to the date of distribution.The Direct Rollover notice must be provided to all Participants,unless the total amount the Participant will receive as a distribution during the calendar year is expected to be less than$200. (e) Direct Rollover by Non-Spouse Beneficiary.A non-spouse beneficiary(as defined in Code§401(a)(9)(E))may elect to directly rollover an eligible rollover distribution to an individual retirement account under Code§408(a)or an individual retirement annuity under Code§408(b).In order to be able to roll over the distribution,the distribution otherwise must satisfy the definition of an Eligible Rollover Distribution(as defined in Code§402(c)).A non-spouse beneficiary rollover is subject to the rules under Code§457(e)(16)relating to the application of Code§402(c)and Code §402(f). (f) Automatic Rollovers. (1) Automatic Rollover requirements.If a Participant is entitled to an Involuntary Cash-Out Distribution(as defined in subsection(2)),and the Participant does not elect to receive a distribution of such amount(either as a Direct Rollover to an Eligible Retirement Plan or as a direct distribution to the Participant),then the Plan Administrator may pay the distribution in a Direct Rollover to an individual retirement plan(IRA)designated by the Plan Administrator.(The Automatic Rollover provisions under this subsection apply to any Involuntary Cash-Out Distribution for which the Participant fails to consent to a distribution,without regard to whether the Participant can be located.) (2) Involuntary Cash-Out Distribution.An Involuntary Cash-Out Distribution is any distribution that is made from the Plan without the Participant's consent.Unless elected otherwise under AA§94(a)(3),an Involuntary Cash-Out Distribution,for purposes of applying the Automatic Rollover requirements,does not include any amounts below$1,000. (3) Treatment of Rollover Contributions.Unless elected otherwise under AA§9-4(a)(5),for purposes of determining whether a mandatory distribution is greater than$1,000,the portion of the Participant's distribution attributable to any Rollover Contribution is excluded. 8.10 Sources of Distribution.Unless provided otherwise in separate administrative provisions adopted by the Plan Administrator, in applying the distribution provisions under this Article 8,distributions will be made on a pro rata basis from all Accounts from which a distribution is permitted under this Article.Alternatively,the Plan Administrator may permit Participants to direct the Plan Administrator as to which Account the distribution is to be made.Regardless of a Participant's direction as to the source of any distribution,the tax effect of such a distribution will be governed by Code§457 and the regulations there under. Nothing in this Article precludes the Plan from making a distribution in the form of property,or other in-kind distribution. 8.11 Transfers from the Plan to another Code 057(b)Plan.The Plan may provide for the transfer of all or a portion of a Participant's(or Beneficiary's)vested Account Balance to another eligible governmental plan within the meaning of Code §457(b)and Treasury Regulation§1.457-2(t)if the conditions below are satisfied:Upon the transfer of assets under this Section,the Plan's liability to pay benefits to the Participant or Beneficiary under this Plan shall be discharged to the extent of Cc Copyright 2023 Governmental 457(b)Basic Plan Document 35 Governmental 457(b)Plan Section 8—Plan Distributions the amount so transferred for the Participant or Beneficiary.The Administrator may require such documentation from the receiving plan as it deems appropriate or necessary to comply with this Section(for example,to confirm that the receiving plan is an eligible governmental plan,and to assure that the transfer is permitted under the receiving plan)or to effectuate the transfer pursuant to Treas.Reg. §1.457-10(b). (a) Requirements for post-severance plan-to-plan transfers among eligible governmental plans.A transfer from this Plan to another eligible governmental plan is permitted if the following conditions are met: (1) The receiving plan provides for the receipt of transfers; (2) The Participant or Beneficiary whose amounts are being transferred will have an amount immediately after the transfer at least equal to the amount with respect to that Participant or Beneficiary immediately before the transfer;and (3) The participant has had a Severance from Employment with the Employer and is performing services for the entity maintaining the receiving plan. (b) Requirements for plan-to-plan transfers of all plan assets of eligible governmental plan.A transfer from the Plan to another eligible governmental plan is permitted if the following conditions are met: (1) The transfer is from the Plan an eligible governmental plan to another eligible governmental plan within the same State; (2) All of the assets held by the Plan are transferred; (3) The receiving plan provides for the receipt of transfers; (4) The Participant or Beneficiary whose amounts deferred are being transferred will have an amount immediately after the transfer at least equal to the amount with respect to that Participant or Beneficiary immediately before the transfer;and (5) The Participants or Beneficiaries whose amounts are being transferred are not eligible for additional contributions in the receiving plan unless they are performing services for the entity maintaining the receiving plan. (e) Requirements for plan-to-plan transfers among eligible governmental plans of the Employer.A transfer from the Plan to another eligible governmental plan is permitted if the following conditions are met: (1) The transfer is to another eligible governmental plan of the Employer; (2) The receiving plan provides for the receipt of transfers; (3) The Participant or Beneficiary whose amounts are being transferred will have an amount immediately after the transfer at least equal to the amount deferred with respect to that Participant or Beneficiary immediately before the transfer;and (4) The Participant or Beneficiary whose amounts are being transferred is not eligible for additional contributions in the receiving plan unless the Participant or Beneficiary is performing services for the entity maintaining the receiving plan. 8.12 Permissive Service Credit Transfers.If a Participant is also a participant in a tax-qualified defined benefit governmental plan (as defined in Code§414(d))that provides for the acceptance of plan-to-plan transfers with respect to the Participant,then the Participant,if permitted by the Employer,may elect to have any portion of the Participant's Account Balance transferred to the defined benefit governmental plan(without regard to whether the defined benefit governmental plan is maintained by the Employer).A transfer under this Section may be made before the Participant has had a Severance from Employment.A transfer may be made under this Section only if the transfer is either for the purchase of permissive service credit(as defined in Code §415(n)(3)(A))under the receiving defined benefit governmental plan or a repayment to which Code§415 does not apply by reason of Code§415(k)(3). 8.13 Oualified Distributions for Retired Public Safetv Officers.A Participant who is an eligible retired public safety officer may elect,after Severance from Employment,to have qualified health insurance premiums deducted from amounts to be distributed from the Plan that would otherwise be includible in gross income,and to have such amounts paid directly to the insurer or Cc Copyright 2023 Governmental 457(b)Basic Plan Document 36 Governmental 457(b)Plan Section 8—Plan Distributions group health plan.The distribution shall be excluded from the Participant's gross income to the extent that the aggregate amount of the distribution does not exceed the lesser of the amount used to pay the qualified health insurance premiums of the Participant,the Participant's spouse,and the Participant's dependents(as defined in Code§152),or$3,000,determined by aggregating all distributions with respect to the Participant that are used to pay qualified health insurance premiums from all eligible retirement plans of the Employer. (a) Qualified health insurance premiums.The term"qualified health insurance premiums"means premiums for coverage for the Participant,the Participant's spouse,and the Participant's dependents(as defined in Code Section 152)by an accident or health insurance plan(including under a self-insured plan)or qualified long-term care insurance contract (within the meaning of Code Section 7702B(b)). (b) Eligible retired public safety officer.The tern"eligible retired public safety officer"means an individual who separated from service,either by reason of disability or after attainment of Normal Retirement Age,as a public safety officer with the Employer.For this purpose,a public safety officer is an individual serving the Employer in an official capacity,with or without compensation,as a law enforcement officer,a firefighter,a chaplain,or a member of a rescue squad or ambulance crew. 8.14 Oualified Birth or Adoption Distributions.Effective no earlier than for Plan Years beginning after December 31,2019,if elected under AA§9-2(a),the permissible in-service distribution events may include Qualified Birth or Adoption Distributions. Under AA§9-3,the Plan may prohibit Participants who have terminated employment from taking Qualified Birth or Adoption Distributions. (a) Definitions. (1) Qualified Birth or Adoption Distribution.A Qualified Birth or Adoption Distribution(as defined under Code §72(t)(2)(H)(iii)(I))is a distribution from the Plan to an individual if made during the one-year period beginning on the date on which a child of the individual is born or on which the legal adoption by the individual of an Eligible Adoptee is finalized. (2) Eligible Adoptee.An Eligible Adoptee(as defined under Code §72(t)(2)(H)(iii)(Il))is any individual(other than a child of the Employee's spouse)who has not attained age 18 or is physically or mentally incapable of self-support.The determination of whether an individual is physically or mentally incapable of self-support is made in the same manner as the determination of whether an individual is disabled under Code§72(m)(7), which defines when an individual is disabled for purposes of the exception to the 10%additional tax under Code §72(t)(2)(A)(iii). (b) $5,000 limitation.The Plan is not treated as violating any Code requirement merely because it treats a distribution(that would otherwise be a Qualified Birth or Adoption Distribution)to an individual as a Qualified Birth or Adoption Distribution,provided that the aggregate amount of such distributions to that individual from all plans maintained by the Employer does not exceed$5,000. (1) Each parent may receive a Qualified Birth or Adoption Distribution of up to$5,000 with respect to the same child or Eligible Adoptee. (2) An individual is permitted to receive Qualified Birth or Adoption Distributions with respect to the birth of more than one child or the adoption of more than one Eligible Adoptee if the distributions are made during the 1-year period following the date on which the children are born or the legal adoption for the Eligible Adoptees is finalized. (c) Recontributions to applicable Eligible Retirement Plans.Any portion of a Qualified Birth or Adoption Distribution may,at any time during the 3-year period beginning on the day after the date on which such distribution was received, be recontributed to an applicable Eligible Retirement Plan to which an Eligible Rollover Distribution can be made. (With respect to any Qualified Birth or Adoption Distribution made on or before December 29,2022,a Participant may recontribute any portion of the Qualified Birth or Adoption Distribution after such distribution and before January 1, 2026.) If the Employer adds the ability for Plan Participants to receive Qualified Birth or Adoption Distributions to the Plan,a Participant who has received a Qualified Birth or Adoption Distribution may recontribute,up to the amount that was distributed from the Plan to the Participant,provided the Participant otherwise is eligible to make contributions (other than recontributions of Qualified Birth or Adoption Distributions)to the Plan.In the case of a recontribution made with respect to a Qualified Birth or Adoption Distribution from an applicable Eligible Retirement Plan other than an IRA,an individual is treated as having received the distribution as an Eligible Rollover Distribution(as defined in Code§402(c)(4))and as having transferred the amount to an applicable Eligible Retirement Plan in a direct trustee-to- trustee transfer within 60 days of the distribution. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 37 Governmental 457(b)Plan Section 8—Plan Distributions (d) Other applicable rules.The following rules apply to Qualified Birth or Adoption Distributions: (1) A distribution to an individual will not be treated as a Qualified Birth or Adoption Distribution with respect to any child or Eligible Adoptee unless the individual includes the name,age,and the Taxpayer Identification Number(TIN)of the child or Eligible Adoptee on the individual's tax return. (2) A Qualified Birth or Adoption Distribution is includible in gross income,but it is not subject to the 10% additional tax under Code§72(t)(1). (3) In malting a determination whether an individual is eligible for a Qualified Birth or Adoption Distribution,the Employer or Plan Administrator is permitted to rely on reasonable representations from the individual,unless the Employer or Plan Administrator has actual knowledge to the contrary. (4) A Qualified Birth or Adoption Distribution is not treated as an Eligible Rollover Distribution for purposes of the direct rollover rules of Code§40l(a)(31),the notice requirement under Code§402(f),and the mandatory withholding rules under Code§3405. 8.15 Portability of lifetime income options.Effective for Plan Years beginning after December 31,2019 and as provided under Code§457(d)(1)(A)(iv),the Plan may allow a Qualified Distribution of a Lifetime Income Investment and a distribution of a Lifetime Income Investment in the form of a Qualified Plan Distribution Annuity Contract,provided such distribution is made within the 90-day period ending on the date when the Lifetime Income Investment is no longer authorized to be held as an investment option under the Plan.The Plan Administrator may administratively apply the rules of Code§457(d)(1)(A)(iv)to any applicable Plan investment meeting the definition of a Lifetime Income Investment. Definitions. (a) Qualified Distribution,A Qualified Distribution is a direct trustee-to-trustee transfer to an Eligible Retirement Plan. (b) Lifetime Income Investment.A Lifetime Income Investment,as defined under Code§401(a)(38)(B)(ii),is an investment option designed to provide an Employee with election rights(1)that are not uniformly available with respect to other investment options under the Plan and(2)that are rights to a Lifetime Income Feature available through a contract or other arrangement offered under the Plan,as defined under Code§401(a)(38)(B)(ii).The Plan Administrator will determine whether an investment option under the Plan is a Lifetime Income Investment. (c) Lifetime Income Feature.As defined under Code§401(a)(38)(B)(iii),a Lifetime Income Feature is(1)a feature that guarantees a minimum level of income annually(or more frequently)for at least the remainder of the life of the Employee or the joint lives of the Employee and the Employee's designated Beneficiary,or(2)an annuity payable on behalf of the Employee under which payments are made in substantially equal periodic payments(not less frequently than annually)over the life of the Employee or the joint lives of the Employee and the Employee's designated Beneficiary. (d) Qualified Plan Distribution Annuity Contract.A Qualified Plan Distribution Annuity Contract is an annuity contract purchased for a Participant and distributed to the Participant by the Plan,as defined under Code§401(a)(38)(B)(iv). 8.16 Special Disaster-Related Rules under the Taxpaver Certaintv and Disaster Tax Relief Act of 2020.This Section 8.16 incorporates the provisions of the Taxpayer Certainty and Disaster Tax Relief Act of 2020§302 relating to special disaster- related rules applicable to governmental Code§457(b)plans.The provisions of this Section 8.16 apply only to the extent a distribution or loan was made to a qualified individual as provided under Disaster Tax Relief Act of 2020§302.If the Plan did not operationally apply the rules under this Section 8.16,such provisions do not apply to the Plan.The Plan Administrator documented through administrative procedures(including designating accounts from which special disaster-related distributions and loans could have been taken)or otherwise the manner in which the Plan operationally applied the rules under this Section 8.16.To the extent this Section 8.16 applies to the Plan,these provisions supersede any inconsistent provisions of the Plan or loan program.The Plan Administrator (a) Eligibility for Qualified Disaster Distribution.If administratively permitted by the Plan Administrator,a Participant could have taken a Qualified Disaster Distribution without regard to any distribution restrictions otherwise applicable under the Plan. (1) Definitions. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 38 Governmental 457(b)Plan Section 8—Plan Distributions (i) Qualified Disaster Distribution.A Qualified Disaster Distribution(as defined under the Disaster Tax Relief Act of 2020§302(a)(4)(A))is a distribution from the Plan made: (A) on or after the first day of the Incident Period of a Qualified Disaster and before June 25,2021,and (B) to an individual whose principal place of abode at any time during the Incident Period of such Qualified Disaster was located in the Qualified Disaster Area with respect to such Qualified Disaster and who had sustained an economic loss by reason of such Qualified Disaster. (ff) Qualified Disaster Area.A Qualified Disaster Area is any area with respect to which a major disaster was declared,during the period that began on January 1,2020,and ended on February 25,2021,by the President under Robert T.Stafford Disaster Relief and Emergency Assistance Act§401 if the Incident Period of the disaster with respect to which such declaration was made began on or after December 28, 2019,and ended on or before December 27,2020. Such term did not include any area with respect to which such a major disaster had been so declared only by reason of COVID-19. (III) Qualified Disaster.A Qualified Disaster is,with respect to any Qualified Disaster Area,the disaster by reason of which a major disaster was declared with respect to such area. (N) Incident Period.An Incident Period is,with respect to any Qualified Disaster,the period specified by the Federal Emergency Management Agency as the period during which such disaster occurred(except that such period shall not be treated as ending after January 26,2021). (2) Limit on amount of Qualified Disaster Distributions.The aggregate amount of Qualified Disaster Distributions received by an individual for any taxable year(from all plans maintained by the Employer and any member of a controlled group which includes the Employer)could not have exceeded the excess(if any)of $100,000,over the aggregate amounts treated as Qualified Disaster Distributions received by such individual for all prior taxable years. (3) Qualified Disaster Distributions treated as meeting certain Plan distribution requirements.A Qualified Disaster Distribution is treated as meeting the requirements of Code§457(d)(1)(A). (b) Revavment of Qualified Disaster Distribution.As provided under the Disaster Tax Relief Act of 2020§302(a)(3),a Participant who received a Qualified Disaster Distribution from the Plan or another eligible retirement plan(as defined in Code§402(c)(8)(13))may,at any time during the three-year period beginning on the day after the receipt of such distribution,make one or more Rollover Contributions to the Plan in an aggregate amount that does not exceed the amount of such Qualified Disaster Distribution.This subsection(b)only applies if the Plan permits Rollover Contributions. (c) Special Loan Rules.As provided under the Disaster Tax Relief Act of 2020§302(c),the Plan Administrator could(but was not required to)revise the applicable loan requirements under the Plan to reflect(1)and(2)below. (1) Increased Participant loan limits.Notwithstanding the Participant loan limitations under the Plan,for purposes of determining the permissible Participant loans for a Qualified Individual during the 180-day period beginning on December 27,2020,the loan limit under Code§72(p)(2)(A)could have been applied by substituting "$100,000"for"$50,000"and the adequate security requirement under Code§72(p)(2)(A)(ii)could have been applied using"tire Participant's vested Account Balance"rather than"one-half(%)of the Participant's vested Account Balance."A Qualified Individual for this purpose was any Participant whose principal place of abode at any time during the Incident Period of any Qualified Disaster was located in the Qualified Disaster Area with respect to such Qualified Disaster,and who had sustained an economic loss by reason of such Qualified Disaster. (2) Delayed loan repavment date.if a Qualified Individual(as defined in Section 8.16(c)(1)above)had an outstanding Participant loan on or after the first day of the Incident Period of a Qualified Disaster and ending on the date which is 180 days after the last day of the Incident Period: (i) The due date for repayment of the Participant loan could have been delayed for one year; (if) any subsequent repayments with respect to such loan could have been appropriately adjusted to reflect the delay in the due date under Section 8.16(c)(2)(i)and any interest accruing during such delay;and Cc Copyright 2023 Governmental 457(b)Basic Plan Document 39 Governmental 457(b)Plan Section 8—Plan Distributions (iii) in determining the five-year period and the term of the loan under Code§72(p)(2)(B)and(C),the one- year delay period described in Section 8.16(c)(2)(i)could have been disregarded. 8.17 Qualified Disaster Recovery Distributions and loans from the Plan.This Section 8.17 incorporates§331 of SECURE 2.0 relating to special disaster-related rules for retirement plans.The provisions of this Section 8.17 will apply only to the extent a distribution or loan has been made to a qualified individual as provided under SECURE 2.0.If the Plan does not operationally apply the toles under this Section 8.17,such provisions do not apply to the Plan.The Plan Administrator must document under administrative procedures the operational application of this Section 8.17.To the extent this Section 8.17 applies to the Plan, the provisions of this Section 8.17 supersede any inconsistent provisions of the Plan or loan program. (a) Eligibility for Qualified Disaster Recovery Distribution.A qualified individual(as detennined under Section 8.17(a)(1)(i)below)may,if permitted by the Plan Administrator,take a Qualified Disaster Recovery Distribution without regard to other distribution restrictions otherwise applicable under the Plan. (1) Definitions (i) Qualified Disaster Recovery Distribution.A Qualified Disaster Recovery Distribution is a distribution made(1)on or after the first day of the Incident Period of the applicable Qualified Disaster and before 180 days after the Applicable Date with respect to such disaster and(2)to a qualified individual whose principal place of abode at any time during the incident period of such Qualified Disaster is located in the Qualified Disaster Area with respect to such Qualified Disaster and who has sustained an economic loss by reason of such Qualified Disaster. (ii) Qualified Disaster.Qualified Disaster is any disaster with respect to which a major disaster has been declared by the President under§401 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act after December 27,2020. (iii) Qualified Disaster Area.A Qualified Disaster Area is,with respect to any Qualified Disaster,the area with respect to which the major disaster was declared under the Robert T.Stafford Disaster Relief and Emergency Assistance Act. (iv) Incident Period.The Incident Period is,with respect to any Qualified Disaster,the period specified by the Federal Emergency Management Agency as the period during which such disaster occurred. (v) Applicable Date.The Applicable Date is the latest of. (1)December 29,2022; (2)the first day of the Incident Period with respect to the Qualified Disaster,or(3)the date of the disaster declaration with respect to the Qualified Disaster. (2) Limit on amount of Qualified Disaster Recovery Distributions.The aggregate amount of Qualified Disaster Recovery Distributions received by an individual(from all plans maintained by the Employer,including any Related Employer)may not exceed$22,000 with respect to the same Qualified Disaster. (b) Repavment of Qualified Disaster Recovery Distribution.A Participant who received a Qualified Disaster Recovery Distribution from the Plan may,at any time during the 3-year period beginning on the day after the receipt of such distribution,make one or more rollover contributions to an Eligible Retirement Plan(including this Plan)in an aggregate amount that does not exceed the amount of such Qualified Disaster Recovery Distribution.This subsection (b)only applies if the Eligible Retirement Plan permits rollover contributions. (c) Special Loan Rules.As provided under Code§72(p)(6)as added by§33l(c)of SECURE 2.0,the Plan Administrator is authorized(but not required)to revise the applicable loan requirements under the Plan to reflect(1)and(2)below. (1) Increased Participant loan limits.Notwithstanding the Participant loan limitations under the Plan,for purposes of determining the permissible Participant loans for qualified individuals during the applicable periods(as provided for under Code§72(p)(6)(A)),the loan limit under Code§72(p)(2)(A)shall be applied by substituting "$100,000"for"$50,000"and the adequate security requirement under Code§72(p)(2)(A)(ii)may be applied using"the Participant's vested Account Balance"rather than"one-half('/z)of the Participant's vested Account Balance." (2) Delayed loan repayment date.If a qualified individual has an outstanding Participant loan on or after the qualified beginning date(as provided under Code§72(p)(6)(B)),and the due date for repayment of such loan Cc Copyright 2023 Governmental 457(b)Basic Plan Document 40 Governmental 457(b)Plan Section 8—Plan Distributions occurs during the applicable period beginning on the qualified beginning date(as described under the applicable disaster relief law): (i) the due date for repayment of the Participant loan shall be delayed for one year; (ii) any subsequent repayments with respect to such loan shall be appropriately adjusted to reflect the delay in the due date under subsection(i)and any interest accruing during such delay;and (iii) in determining the five-year period and the term of the loan under Code§72(p)(2)(B)and(C),the one- year delay period described in subsection(i)shall be disregarded. 8.18 Emergency Personal Expense Distributions.Effective for distributions after December 31,2023,the Employer may elect under AA§9-2 to allow Emergency Personal Expense Distributions. (a) Definition of Emergency Personal Expense Distribution.The term Emergency Personal Expense Distribution means any distribution from the Plan to a Participant for purposes of meeting unforeseeable or immediate financial needs relating to necessary personal or family emergency expenses.The Plan Administrator may rely on a Participant's written certification that such Participant satisfies the conditions of the preceding sentence in determining whether any distribution is an Emergency Personal Expense Distribution. (b) Limits and other rules applicable to Emergency Personal Expense Distributions. (1) Annual Limitation.The Plan may treat only one distribution per calendar year as an Emergency Personal Expense Distribution. (2) Dollar Limitation.The amount which the Plan may treat as an Emergency Personal Expense Distribution by any Participant in any calendar year shall not exceed the lesser of$1,000 or an amount equal to the excess of: (i) the individual's total nonforfeitable Account Balance,determined as of the date of each such distribution,over (ii) $1,000. (3) Participant may repav amount distributed.Any portion of an Emergency Personal Expense Distribution may, at any time during the 3-year period beginning on the day after the date on which such distribution was received, be recontributed to an applicable Eligible Retirement Plan to which an Eligible Rollover Distribution can be made.If the Employer adds the ability for Plan Participants to receive Emergency Personal Expense Distributions to the Plan,a Participant who has received an Emergency Personal Expense Distribution may recontribute,up to the amount that was distributed from the Plan to the Participant,provided the Participant otherwise is eligible to make contributions(other than recontributions of Emergency Personal Expense Distributions)to the Plan.In the case of a recontribution made with respect to an Emergency Personal Expense Distribution from an applicable Eligible Retirement Plan other than an IRA,an individual is treated as having received the distribution as an Eligible Rollover Distribution(as defined in Code§402(c)(4))and as having transferred the amount to an applicable Eligible Retirement Plan in a direct trustee-to-trustee transfer within 60 days of the distribution. (4) Limitation on subsequent distributions.if a Participant's distribution is treated as an Emergency Personal Expense Distribution in any calendar year,no amount may be treated as such a distribution during the immediately following three(3)calendar years with respect to the Plan unless: (i) such previous distribution is fully repaid to the Plan pursuant,or (ii) the aggregate of the Salary Deferrals,Matching Contributions and Employer Contributions to the Plan subsequent to such previous distribution is at least equal to the amount of such previous distribution which has not been so repaid. (5) Exemption Of Distributions From Trustee To Trustee Transfer And Withholding Rules.For purposes of Code§§401(a)(31),402(1),and 3405,an Emergency Personal Expense Distribution shall not be treated as an Eligible Rollover Distribution. 8.19 Domestic Abuse Distributions.Effective for distributions after December 31,2023,the Employer may elect Cc Copyright 2023 Governmental 457(b)Basic Plan Document 41 Governmental 457(b)Plan Section 8—Plan Distributions under AA§9-2 to allow Domestic Abuse Distributions. (a) Definition of Domestic Abuse Distribution.The term Domestic Abuse Distribution is a distribution made to a Participant during the 1-year period beginning on any date on which the Participant is a victim of Domestic Abuse by a spouse or a domestic partner.The Plan Administrator may rely on a Participant's written certification that such Participant satisfies the conditions of receiving a Domestic Abuse Distribution. (b) Definition of Domestic Abuse.The term Domestic Abuse means physical,psychological,sexual,emotional,or economic abuse,including efforts to control,isolate,humiliate,or intimidate the victim,or to undermine the victim's ability to reason independently,including by means of abuse of the victim's child or another family member living in the household. (c) Limits and other rules applicable to Domestic Abuse Distributions. (1) Limitation.The aggregate amount which may be treated as a Domestic Abuse Distribution to a Domestic Abuse victim by any individual shall not exceed an amount equal to the lesser of: (i) $10,000(adjusted for inflation after 2024),or (H) 50 percent of the victim's nonforfeitable Account Balance under the Plan. (2) Participant may repav amount distributed.Any portion of a Domestic Abuse Distribution may,at any time during the 3-year period beginning on the day after the date on which such distribution was received,be recontributed to an applicable Eligible Retirement Plan to which an Eligible Rollover Distribution can be made. If the Employer adds the ability for Plan Participants to receive Domestic Abuse Distributions to the Plan,a Participant who has received a Domestic Abuse Distribution may recontribute,up to the amount that was distributed from the Plan to the Participant,provided the Participant otherwise is eligible to make contributions (other than recontributions of Domestic Abuse Distributions)to the Plan.In the case of a recontribution made with respect to a Domestic Abuse Distribution from an applicable Eligible Retirement Plan other than an IRA, an individual is treated as having received the distribution as an Eligible Rollover Distribution(as defined in Code§402(c)(4))and as having transferred the amount to an applicable Eligible Retirement Plan in a direct trustee-to-trustee transfer within 60 days of the distribution. 8.20 Qualified Long-Term Care Distributions.Effective for distributions after December 29,2025,the Employer may elect under AA§9-2 to allow Qualified Long-Term Care Distributions. (a) Definition of Qualified Long-Term Care Distribution.The term Qualified Long-Term Care Distribution'means so much of the distributions made during the taxable year as does not exceed,in the aggregate,the least of the following: (1) The amount paid by or assessed to the Employee during the taxable year for or with respect to Certified Long- Term Care Insurance for the Employee or the Employee's Spouse(or other family member of the Employee as provided by the Secretary of the Treasury. (2) An amount equal to 10%of the nonforfeitable Account Balance of the Employee under the Plan. (3) $2,500(adjusted for inflation). (b) Definition of Certified Long-Term Care Insurance.The term Certified Long-Term Care Insurance means: (1) A qualified long-term care insurance contract(as defined in Code§7702B(b))covering qualified long-term care services(as defined in Code§7702B(c)), (2) Coverage of the risk that an insured individual would become a chronically ill individual(within the meaning of Code§101(g)(4)(B))under a rider or other provision of a life insurance contract which satisfies the requirements of Code§101(g)(3)(determined without regard to subparagraph(D)thereof),or (3) Coverage of qualified long-term care services under a rider or other provision of an insurance or annuity contract which is treated as a separate contract under Code§7702B(e)and satisfies the requirements of Code §7702B(g).Such coverage must provide meaningful financial assistance in the event the insured needs home based or nursing home care.Coverage shall not be deemed to provide meaningful financial assistance unless Cc Copyright 2023 Governmental 457(b)Basic Plan Document 42 Governmental 457(b)Plan Section 8—Plan Distributions benefits are adjusted for inflation and consumer protections are provided,including protection in the event the coverage is terminated. (c) Long-Term Care Premium Statement.No distribution shall be treated as a Qualified Long-Term Care Distribution unless a Long-Term Care Premium Statement with respect to the Employee has been filed with the Plan.A Long-Term Care Premium Statement is a statement provided by the issuer of long-term care coverage,upon request by the owner of such coverage,which includes(1)the name and taxpayer identification number of such issuer,(2)a statement that the coverage is Certified Long-Term Care Insurance,(3)identification of the Employee as the owner of such coverage,(4) identification of the individual covered and such individual's relationship to the Employee,(5)the premiums owed for the coverage for the calendar year,and(6)such other information as the Secretary of the Treasury may require.A Long-Term Care Premium Statement will be accepted only if the issuer has completed a disclosure to the Secretary of the Treasury for the specific coverage product to which the statement relates. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 43 Governmental 457(b)Plan Section 9—Required Minimum Distributions SECTION 9 REQUIRED MINIMUM DISTRIBUTIONS A Participant's entire interest under the Plan will be distributed,or begin to be distributed,to the Participant no later than the Participant's Required Beginning Date(as defined in subsection 9.03(f)).All distributions required under this Section 9 will be determined and made in accordance with Code§401(a)(9)and applicable regulations.For purposes of applying the required minimum distribution rules under this Section 9,any distribution made in a form other than a lump sum must be made over one of the following periods(or a combination thereof):(1)the life of the Participant;(2)the life of the Participant and a Designated Beneficiary;(3)a period certain not extending beyond the life expectancy of the Participant;or(4)a period certain not extending beyond the joint and last survivor life expectancy of the Participant and a Designated Beneficiary. The required minimum distribution rules under this Section 9 are intended to reflect the amendments made to Code§401(a)(9)by the Setting Every Community Up for Retirement Enhancement Act(SECURE Act)and should be interpreted consistent with Code §401(a)(9),as amended,and applicable regulatory guidance.The requirements of Code§401(a)(9)as in effect pursuant to the SECURE Act and as interpreted by applicable regulatory guidance are incorporated by reference into this Section 9.The Plan Administrator may adopt administrative procedures relating to required minimum distributions consistent with Code§401(a)(9)and applicable regulatory guidance.The Plan Administrator also may apply the rules relating to required minimum distributions enacted under SECURE 2.0. 9.01 Required Minimum Distributions during Participant's lifetime. (a) Amount of Required Minimum Distribution for each Distribution Calendar Year.During the Participant's lifetime,the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: (1) the quotient obtained by dividing the Participant's Account Balance by the distribution period set forth in the Uniform Lifetime Table found in Treas.Reg. §1.401(a)(9)-9,Q&A-2,using the Participant's age as of the Participant's birthday in the Distribution Calendar Year;or (2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the Joint and Last Survivor Table set forth in Treas.Reg. §1.401(a)(9)-9,Q&A-3,using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the Distribution Calendar Year. (b) Lifetime Required Minimum Distributions continue through year of Participant's death.Required minimum distributions will be determined under this Section 9.01 beginning with the first Distribution Calendar Year and continuing up to,and including,the Distribution Calendar Year that includes the Participant's date of death. 9.02 Required Minimum Distribution Rules After Participant's Death.Effective for distributions with-respect to Employees who die after December 31,2021,the SECURE Act amendments to Code§401(a)(9)apply to required minimum distributions. For Employees who died before January 1,2022,the Code§401(a)(9)rules effective before the effective date of the SECURE Act apply. (a) 10-year rule.As provided under Code§401(a)(9)(H)(i), if a Participant dies before the distribution of the Participant's entire vested Account Balance(regardless of whether the Participant dies before,on or after beginning required minimum distributions),the entire vested Account Balance of the Participant will be distributed to the Designated Beneficiary no later than the end of the calendar year that includes the 10th anniversary of the date of the Participant's death.This is referred to as the"10-year rule." (1) Exception to 10-year rule for Eligible Designated Beneficiaries.As provided under Code§401(a)(9)(H)(ii) and Code§401(a)(9)(B)(iii),if any portion of the Participant's interest is payable to an Eligible Designated Beneficiary,such portion may be distributed(in accordance with applicable regulations)over the life of such Eligible Designated Beneficiary(or over a period not extending beyond the life expectancy of such Eligible Designated Beneficiary),provided such distribution commence on or before the end of the calendar year following the calendar year in which the Participant died(except as provided under Code§40 1(a)(9)(B)(iv) relating to a surviving spouse)or such later date as the Secretary of Treasury may prescribe by regulations.This is referred to as the"life expectancy rule."If the conditions of this exception are not satisfied,the 10-year rule under subparagraph(1)applies. (2) Elective provisions for Eligible Designated Beneficiaries.Unless the Employer elects otherwise under the AA §9-8(c),required minimum distributions under the Plan when the Participant dies prior to the Required Beginning Date shall be made as follows:(1)if the Participant does not have a Designated Beneficiary, distributions must satisfy the 5-year rule under Code§401(a)(9)(B)(ii);(2)if the participant has a Designated Cc Copyright 2023 Governmental 457(b)Basic Plan Document 44 Governmental 457(b)Plan Section 9—Required Minimum Distributions Beneficiary that is not an Eligible Designated Beneficiary,distributions must satisfy the 10-year rule;or(3)if the Participant has an Eligible Designated Beneficiary,distributions must satisfy the life expectancy rule. Alternatively,the Employer may elect under AA§9-8(c)to(1)apply the life expectancy rule,(2)apply the 10- year rule(including a fixed number of years than less than 10),or(3)allow the Participant or the Eligible Designated Beneficiary to elect whether the 10-year rule or the life expectancy rule applies.If the Participant or Eligible Designated Beneficiary is allowed to elect whether the life expectancy rule or the 10-year rule applies and such Participant or Eligible Designated Beneficiary does not timely make such an election,then the Employer must elect under AA§9-8(c)whether the life expectancy rule or the 10-year rule applies. (i) Timing of election.Any Participant or Eligible Designated Beneficiary election permitted under this Section§9.02(a)(2)must be made no later than end of the earlier of the calendar year by which distributions must be made in order to satisfy the 10-year rule and the calendar year in which distributions would be required to begin in order to satisfy the requirements of the life expectancy rule or, if applicable,by the time of the permitted delay if the surviving Spouse is the sole beneficiary as provided under Code§40 1(a)(9)(B)(iv). (ii) Irrevocable election.If a Participant or Eligible Designated Beneficiary elects under this Section 9.2(a)(2)to apply either the 10-year rule or the life expectancy rule,then,as of the last date the election may be made,the election is irrevocable with respect to the Eligible Designated Beneficiary(and all subsequent Designated Beneficiaries and applies to all subsequent calendar years. (3) Rules upon death of an Eligible Designated Beneficiary.Generally,if an Eligible Designated Beneficiary dies before the Participant's entire vested Account Balance is distributed,the life expectancy rule shall not apply to any beneficiary of such Eligible Designated Beneficiary and the remainder of such portion shall be distributed by the end of the 10'h calendar year following the calendar year of the death of such Eligible Designated Beneficiary. (4) Permitted delay for surviving spouse beneficiaries.If the Participant's surviving spouse is the employee's sole beneficiary,then the commencement of distributions under Section 9.02(a)(1)may be delayed until the end of the calendar year in which the Participant would have attained age 72(or the calendar year in which the Participant would have attained age 70%in the case of a Participant born before July 1,1949). (5) Death of an Eligible Designated Beneficiary.If an Eligible Designated Beneficiary dies before the Participant's entire vested Account Balance is distributed,the exception under subparagraph(1)above shall not apply to any beneficiary of such Eligible Designated Beneficiary and the remainder of such portion shall be distributed by the end of the calendar year that includes the IOth anniversary of the date of the Eligible Designated Beneficiary's death. (6) No Designated Beneficiary.If there is no Designated Beneficiary as of the date of the Participant's death who remains a Beneficiary as of September 30(or such other date allowed under applicable regulatory guidance)of the year immediately following the year of the Participant's death,the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (b) Special rule in case of certain trusts for disabled or chronicallyilgible Designated Beneficiarv.The Plan may apply the special rules for certain"applicable multi-beneficiary trusts"as described under Code§§40l(a)(9)(H)(iv)and M. 9.03 Definitions. (a) Designated Beneficiary.A Beneficiary designated by the Participant(or the Plan),whose life expectancy may be taken into account to calculate minimum distributions,pursuant to Code§401(a)(9)and Treas.Reg. §1.401(a)(9)-4. (b) Eligible Designated Beneficiary.The term Eligible Designated Beneficiary means,with respect to any Participant,any Designated Beneficiary who,as of the date of death of the Participant,is: (1) the surviving spouse of the Participant; (2) a child of the Participant who has not reached the age of majority(within the meaning of Code§401(a)(9)(F); (3) disabled(within the meaning of Code§72(m)(7)); Cc Copyright 2023 Governmental 457(b)Basic Plan Document 45 Governmental 457(b)Plan Section 9—Required Minimum Distributions (4) a chronically ill individual(within the meaning of Code§7702B(c)(2),except that the requirements of subparagraph(A)(i)thereof shall only be treated as met if there is a certification that,as of such date,the period of inability described in such subparagraph with respect to the individual is an indefinite one which is reasonably expected to be lengthy in nature);or (5) an individual not described in any of the preceding subclauses who is not more than 10 years younger than the Participant. Subject to Code§40 1(a)(9)(F),a child described in section(b)(2)above shall cease to be an Eligible Designated Beneficiary as of the date the child reaches the age of majority and any remainder of the portion of the child's interest to which Code§401(a)(9)(H)(ii)applies shall be distributed no later than the December 31 of the loth year following the year of the Participant's death. (c) Distribution Calendar Year.A calendar year for which a minimum distribution is required.For distributions beginning before the Participant's death,the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant's Required Beginning Date.For distributions beginning after the Participant's death,the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 9.01.The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Beginning Date.The required minimum distribution for other Distribution Calendar Years,including the required minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs,will be made on or before December 31 of that Distribution Calendar Year. (d) Life expectance.For purposes of determining a Participant's required minimum distribution amount,life expectancy is computed using one of the following tables,as appropriate:(1)Single Life Table,(2)Uniform Life Table,or(3)Joint and Last Survivor Table found in Treas.Reg. §1.40 1(a)(9)-9. (e) Account Balance.For purposes of determining a Participant's required minimum distribution,the Participant's Account Balance is determined based on the Account Balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year(the"valuation calendar year")increased by the amount of any contributions or forfeitures allocated to the Account Balance as of dates in the calendar year after the Valuation Date and decreased by distributions made in the calendar year after the Valuation Date.The Account Balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. (f) Required Beginning Date.Unless designated otherwise under AA§9-8(a),a Participant's Required Beginning Date under the Plan is April 1 that follows the end of the calendar year in which the later of the following two events occurs: (1) the Participant attains age 73 (age 70'/z for Participants who attained age 70'/z before January 1,2020 or age 72 for Participants who attained age 72 before January 1,2023)or (2) the Participant retires from employment with the Employer. 9.04 Special Rules. (a) Forms of Distribution.Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a lump sum on or before the Required Beginning Date,as of the first Distribution Calendar Year distributions will be made in accordance with this Section 9.If the Participant's interest is distributed in the form of an annuity purchased from an insurance company,distributions thereunder will be made in accordance with the requirements of Code§401(a)(9)and the regulations. (b) Treatment of trust beneficiaries as Designated Beneficiaries.As allowed under applicable regulatory guidance,if a trust is properly named as a Beneficiary under the Plan,the beneficiaries of the trust will be treated as the Designated Beneficiaries(or Eligible Designated Beneficiaries)of the Participant solely for purposes of determining the distribution period under this Section 9 with respect to the trust's interests in the Participant's vested Account Balance. The beneficiaries of a trust will be treated as Designated Beneficiaries(or Eligible Designated Beneficiaries)for this purpose only if,during any period during which required minimum distributions are being determined by treating the beneficiaries of the trust as Designated Beneficiaries(or Eligible Designated Beneficiaries),the following requirements are met: (1) the trust is a valid trust under state law,or would be but for the fact there is no corpus; Cc Copyright 2023 Governmental 457(b)Basic Plan Document 46 Governmental 457(b)Plan Section 9—Required Minimum Distributions (2) the trust is irrevocable or will,by its terms,become irrevocable upon the death of the Participant; (3) the beneficiaries of the trust who are beneficiaries with respect to the trust's interests in the Participant's vested Account Balance are identifiable from the trust instrument;and (4) the Plan Administrator receives the documentation described in Treas.Reg. §1.40 1(a)(9)-4. If the foregoing requirements are satisfied and the Plan Administrator receives such additional information as it may request,the Plan Administrator may treat such beneficiaries of the trust as Designated Beneficiaries. (c) Modification of Minimum Distribution Rules Relating to Oualified Longevity Annuitv Contracts. (1) The following provisions modify the required minimum distribution rules under this Section 9.04(c)of the Plan to conform the iules to final Trea.Reg. §1.401(a)(9)-6 relating to the purchase of Qualifying Longevity Annuity Contracts(QLACs).The Plan will apply the provisions consistent with the requirements under the Treas.Reg. §§1.40 1(a)(9)-5 and 1.40 1(a)(9)-6,as amended.If the IRS revises these regulations or provides other relevant guidance on QLACs to reflect changes made by the SECURE Act and/or SECURE 2.0,the rules under this Section 9.04(c)are to be interpreted consistent with the revisions or guidance. (2) Effective/Applicability Dates. (i) General effective dates.This subsection(c)applies to contracts purchased on or after July 2,2014.If on or after July 2,2014,an existing contract is exchanged for a contract that satisfies the requirements of this subsection(h),the new contract will be treated as purchased on the date of the exchange and the fair market value of the contract that is exchanged for a QLAC will be treated as a premium paid with respect to the QLAC. (ii) Delayed applicability date for requirement that contract state that it is intended to be QLAC.An annuity contract purchased before January 1,2016,will not fail to be a QLAC merely because the contract does not satisfy the requirement of subsection(4)(i)(F)below,provided that: (A) When the contract(or a certificate under a group annuity contract)is issued,the Employee is notified that the annuity contract is intended to be a QLAC;and (B) The contract is amended(or a rider,endorsement or amendment to the certificate is issued)no later than December 31,2016,to state that the annuity contract is intended to be a QLAC. (3) Account Balance for Determining Minimum Distributions.For purposes of determining a Participant's required minimum distribution as described under this Section 9.04(c)of the Plan,the Participant's Account Balance,as defined under Section 9.03(e)of the Plan,does not include the value of any Qualifying Longevity Annuity Contact(QLAC),described under subsection 4 below and Treas.Reg. §1.401(a)(9)-6,Q&A-17,that is held under the Plan. (4) Rules Applicable to Qualifying Longevity Annuity Contracts. (i) Definition of Qualifying Longevity Annuity Contracts.A Qualifying Longevity Annuity Contract (QLAC)is an annuity contract that is purchased from an insurance company for an Employee and that, in accordance with the rules of application of this subsection(4)and Treas.Reg. §1.401(a)(9)-6,Q&A- 17,satisfies each of the following requirements: (A) Premiums for the contract satisfy the requirements of subsection(ii)of this Section 9.04(c); (B) The contract provides that distributions under the contract must commence not later than a specified annuity starting date that is no later than the first day of the month next following the 85'anniversary of the Employee's birth; (C) The contract provides that,after distributions under the contract commence,those distributions must satisfy the requirements of this Article and Treas.Reg.§1.401(a)(9)(other than the requirement that annuity payments commence on or before the Required Beginning Date); (D) The contract does not make available any commutation benefit,cash surrender right,or other similar feature; Cc Copyright 2023 Governmental 457(b)Basic Plan Document 47 Governmental 457(b)Plan Section 9—Required Minimum Distributions (E) No benefits are provided under the contract after the death of the employee other than the benefits described in Subsection(iii)below; (F) When the contract is issued,the contract(or a rider or endorsement with respect to that contract) states that the contract is intended to be a QLAC;and (G) The contract is not a variable contract under Code§817,an indexed contract,or a similar contract,except to the extent provided by the Commissioner of the Internal Revenue Service in revenue rulings,notices,or other guidance published in the Internal Revenue Bulletin. (ii) Limitations on premiums. (A) In general.The premiums paid with respect to the contract on a date satisfy the requirements of this subsection(ii)if they do not exceed the lesser of the dollar limitation in subsection(B)below (B) Dollar limitation.The dollar limitation is an amount equal to the excess of. (I) $200,000(as adjusted under Section(d)(2)of Treas.Reg. §1.401(a)(9)-6,Q&A-17), over (11) The sum of. (a) The premiums paid before that date with respect to the contract;and (b) The premiums paid on or before that date with respect to any other contract that is intended to be a QLAC and that is purchased for the Employee under the Plan,or any other plan,annuity,or account described in Code§§401(a),403(a),403(b),or 408 or eligible governmental plan under Code§457(b). (iii) Payments after death of the Emplovee. (A) Surviving spouse is sole Designated Beneficiarv. (1) Death on or after annuity starting date.If the Employee dies on or after the annuity starting date for the contract and the Employee's surviving spouse is the sole Designated Beneficiary under the contract,then except as provided in Treas.Reg. §1.401(a)(9)-6, Q&A-17(c)(4),the only benefit permitted to be paid after the Employee's death is a life annuity payable to the surviving spouse where the periodic annuity payment is not in excess of 100 percent of the periodic annuity payment that is payable to the Employee. (II) Death before annuity starting date. (a) Amount of annuity.If the employee dies before the annuity starting date and the employee's surviving spouse is the sole Designated Beneficiary under the contract then except as provided in paragraph in Treas.Reg.§1.401(a)(9)-6,Q&A- 17(c)(4),the only benefit permitted to be paid after the Employee's death is a life annuity payable to the surviving spouse where the periodic annuity payment is not in excess of 100 percent of the periodic annuity payment that would have been payable to the Employee as of the date that benefits to the surviving spouse commence.However,the annuity is permitted to exceed 100 percent of the periodic annuity payment that would have been payable to the employee to the extent necessary to satisfy the requirement to provide a Qualified Preretirement Survivor Annuity. (b) Commencement date for annuity.Any life annuity payable to the surviving spouse under subsection(a)above must commence no later than the date on which the annuity payable to the Employee would have commenced under the contract if the Employee had not died. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 48 Governmental 457(b)Plan Section 9—Required Minimum Distributions (B) Surviving spouse is not sole beneficiary. (I) Death on or after annuity starting date.if the Employee dies on or after the annuity starting date for the contract and the Employee's surviving spouse is not the sole Designated Beneficiary under the contract,then except as provided in Treas.Reg. §1.401(a)(9)-6,Q&A-17(c)(4),the only benefit permitted to be paid after the Employee's death is a life annuity payable to the Designated Beneficiary where the periodic annuity payment is not in excess of the applicable percentage(determined under paragraph Treas. Reg. §1.40 1(a)(9)-6,Q&A-17(c)(2)(iii))of the periodic annuity payment that is payable to the Employee. (II) Death before annuity starting date. (a) Amount of annuity.If the Employee dies before the annuity starting date and the Employee's surviving spouse is not the sole Designated Beneficiary under the contract,then except as provided in Treas.Reg. §1.401(a)(9)-6,Q&A- 17(c)(4), the only benefit permitted to be paid after the Employee's death is a life annuity payable to the Designated Beneficiary where the periodic annuity payment is not in excess of the applicable percentage(determined under Treas.Reg. §1.401(a)(9)- 6,Q&A-I 7(c)(2)(iii)of the periodic annuity payment that would have been payable to the Employee as of the date that benefits to the Designated Beneficiary commence under this subsection(a). (b) Commencement date for annuity.In any case in which the employee dies before the annuity starting date,any life annuity payable to a Designated Beneficiary under this subsection(b)must commence by the last day of the calendar year immediately following the calendar year of the Employee's death. (iv) Rules of application. (A) Rules relating to premiums. (I) Reliance on representations.For purposes of the limitation on premiums described in Subsections(ii)(B)and(ii)(C)above,unless the Plan Administrator has actual knowledge to the contrary,the Plan Administrator may rely on an Employee's representation(made in writing or such other form as may be prescribed by the Cormnissioner of the Internal Revenue Service)of the amount of the premiums described in subsections(ii)(B)(11)(b) and(ii)(C)(II)(b)above,but only with respect to premiums that are not paid under a plan, annuity,or contract that is maintained by the Employer or Related Employer. (II) Consequences of excess premiums. (a) General Rule.If an annuity contract fails to be a QLAC solely because a premium for the contract exceeds the limits under subsection(b)below,then the contract is not a QLAC beginning on the date that premium payment is made unless the excess premium is returned to the non-QLAC portion of the Employee's account in accordance with Treas.Reg.§1.40 1(a)(9)-6,Q&A-17 (d)(1)(ii)(B).If the contract fails to be a QLAC,then the value of the contract may not be disregarded under A-3(d)of Treas.Reg. §1.40 1(a)(9)-5 as of the date on which the contract ceases to be a QLAC. (b) Correction in year following year of excess.if the excess premium is returned (either in cash or in the form of a contract that is not intended to be a QLAC)to the non-QLAC portion of the Employee's account by the end of the calendar year following the calendar year in which the excess premium was originally paid,then the contract will not be treated as exceeding the limits under this subsection(b)at any time,and the value of the contract will not be included in the Employee's Account Balance.If the excess premium(including the fair market value of an annuity contract that is not intended to be a QLAC,if applicable)is returned to the non-QLAC portion of the Employee's account after the last valuation date for the calendar year in which the excess premium was originally paid,then the Employee's account balance for that calendar year must be increased to reflect Cc Copyright 2023 Governmental 457(b)Basic Plan Document 49 Governmental 457(b)Plan Section 9—Required Minimum Distributions that excess premium in the same manner as an Employee's Account Balance is increased under Treas.Reg. §1.40 1(a)(9)-7,A-2 to reflect a rollover received after the last valuation date. (e) Return of excess premium not a commutation benefit.If the excess premium is returned to the non-QLAC portion of the Employee's account as described in Treas.Reg. §1.40 1(a)(9)-6,Q&A-17(d)(1)(ii)(B),it will not be treated as a violation of the requirement in subsection(4)(i)(D)above that the contract not provide a commutation benefit. (111) Application of 25-percent limit.For purposes of the 25-percent limit under Subsection (ii)(C)above,an Employee's Account Balance on the date on which premiums for a contract are paid is the account balance as of the last valuation date preceding the date of the premium payment,adjusted as follows.The Account Balance is increased for contributions allocated to the account during the period that begins after the valuation date and ends before the date the premium is paid and decreased for distributions made from the account during that period. (B) Dollar and age limitations subject to adjustments. (1) Dollar limitation.In the case of calendar years beginning on or after January 1,2015,the $125,000 amount under Subsection(ii)(B)(I)will be adjusted at the same time and in the same manner as the limits are adjusted under Code§415(d),except that the base period shall be the calendar quarter beginning July 1,2013,and any increase under this Subsection that is not a multiple of$10,000 will be rounded to the next lowest multiple of $10,000. (11) Age limitation.The maximum age set forth in Subsection(i)(B)above may be adjusted to reflect changes in mortality,with any such adjusted age to be prescribed by the Commissioner of the Internal Revenue Service in revenue rulings,notices,or other guidance published in the Internal Revenue Bulletin. (111) Prospective application of adjustments.if a contract fails to be a QLAC because it does not satisfy the dollar limitation in Subsection(ii)(B)above or the age limitation in Subsection(i)(B)above,any subsequent adjustment that is made pursuant to Subsections (iv)(B)(1)or(iv)(B)(11)above will not cause the contract to become a QLAC. (C) Determination of whether contract is intended to be a QLAC.If a contract fails to be a QLAC at any time for a reason other than an excess premium described in Treas.Reg. §1.401(a)(9)-6, Q&A-17(d)(1)(ii),then as of the date of purchase the contract will not be treated as a QLAC(for purposes of A-3(d)of Treas.Reg. §1.40 1(a)(9)-5)or as a contract that is intended to be a QLAC as of the date of purchase. (D) Group annuitv contract certificates.The requirement under Subsection(i)(F)above that the contract state that it is intended to be a QLAC when issued is satisfied if a certificate is issued under a group annuity contract and the certificate,when issued,states that the Employee's interest under the group annuity contract is intended to be a QLAC. (d) Other SECURE 2.0 modifications to required minimum distribution rules. (1) Increases in payments under a commercial annuity.Effective for calendar years beginning after December 29,2022,the Plan may apply the rules under Code§401(a)(9)(J),as added by§201 of SECURE 2.0,relating to certain increases in payments under a commercial annuity.As provided under Code§40 1(a)(9)(J),the required minimum distribution rules applicable to the Plan shall not prohibit a commercial annuity(within the meaning of Code§3405(e)(6))from providing one or more of the following types of payments on or after the Annuity Starting Date: (i) annuity payments that increase by a constant percentage,applied not less frequently than annually,at a rate that is less than 5 percent per year; (H) a lump sum payment that:(1)results in a shortening of the payment period with respect to an annuity or a full or partial commutation of the future annuity payments,provided that such lump sum is determined Cc Copyright 2023 Governmental 457(b)Basic Plan Document 50 Governmental 457(b)Plan Section 9—Required Minimum Distributions using reasonable actuarial methods and assumptions,as determined in good faith by the issuer of the contract,or(11)accelerates the receipt of annuity payments that are scheduled to be received within the ensuing 12 months,regardless of whether such acceleration shortens the payment period with respect to the annuity,reduces the dollar amount of benefits to be paid under the contract,or results in a suspension of annuity payments during the period being accelerated; (iii) an amount which is in the nature of a dividend or similar distribution,provided that the issuer of the contract determines such amount using reasonable actuarial methods and assumptions,as determined in good faith by the issuer of the contract,when calculating the initial annuity payments and the issuer's experience with respect to those factors;or (iv) a final payment upon death that does not exceed the excess of the total amount of the consideration paid for the annuity payments,less the aggregate amount of prior distributions or payments from or under the contract. (2) Partial annuitization.As provided under§204 of SECURE 2.0,effective as December 29,2022 and subject to a reasonable good faith interpretation until IRS issues applicable regulations,an Employee may elect to receive the required minimum distribution amount for a Distribution Calendar Year to be calculated as the excess of the Total Required Amount(as defined below)for such Distribution Calendar Year over the Annuity Amount(as defined below)for such year. (i) Total Required Amount.The term Total Required Amount,with respect to a Distribution Calendar Year means the amount which would be required to be distributed under Treas.Reg. §1.401(a)(9)-5 (or any successor regulation)for such year,determined by treating the Account Balance as of the last valuation date in the immediately preceding calendar year as including the value on that date of all annuity contracts which were purchased with a portion of the Account and from which payments are made in accordance with Treas.Reg. §1.40 1(a)(9)-6. (ii) Annuity Amount.The term Annuity Amount,with respect to a Distribution Calendar Year,is the total amount distributed in such year from all annuity contracts described in paragraph(1). (3) Modification of required minimum distribution rules for special needs trusts.Effective for calendar years beginning after December 29,2022,for purposes of complying with the required minimum distribution rules under Code§401(a)(9),the Plan may apply the provisions of§337 of SECURE 2.0 relating to special needs trusts. (4) Roth Deferrals.Effective for taxable years beginning after December 31,2023,but not with respect to distributions required before January 1,2024,but are permitted to be paid on or after such date,the pre-death minimum distribution rules under Code§401(a)(9)(A)do not apply to Roth Deferral Accounts,Roth Rollover Contribution Accounts or In-plan Roth Conversion Accounts. (5) Special rule for surviving Spouse of Employee.Effective for calendar years beginning after December 31, 2023,if the sole Designated Beneficiary is the surviving Spouse of the Employee and such Spouse elects to be treated as the deceased Employee for purposes of the required minimum distribution rules under Code §401(a)(9),then the rules under Code§40 1(a)(9)(B)(iv)apply.The Plan Administrator may apply these rules in a good-faith manner until the IRS issues applicable guidance. (i) Impact of Spouse's election.If the surviving Spouse elects treatment as the deceased Employee for purposes of the required minimum distribution rules under Code§401(a)(9),the following special rules apply. (A) The surviving Spouse will be treated as if the surviving Spouse were the Employee. (B) The date on which required minimum distributions must begin shall not be earlier than the date on which the Employee would have attained the applicable age. (C) If the surviving Spouse dies before the distributions to such Spouse begin,the surviving Spouse is treated as the Employee. (D) The applicable distribution period for distribution calendar years after the distribution calendar year including the Employee's date of death is determined under the uniform lifetime table. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 51 Governmental 457(b)Plan Section 9—Required Minimum Distributions (H) Spouse election.The Spouse's election under this BPD Section 9.04(d)(5)shall be made at such time and in such manner as prescribed by the Secretary of the Treasury,shall include a timely notice to the Plan Administrator,and once made may not be revoked except with the consent of the Secretary of the Treasury. 9.05 Required Minimum Distributions for 2020. (a) Temporary waiver of required minimum distribution rules for 2020.As provided under Code§401(a)(9)(1),added by CARES Act§2203 and effective as of January 1,2020(or such later date designated under AA§9-8(b)),the required minimum distribution rules under Section 9 of the Plan did not apply for the 2020 calendar year.A Participant or beneficiary who would have been required to receive a required minimum distribution for the 2020 calendar year(or a Participant with a Required Beginning Date of April 1,2021 who would have received a required minimum distribution in 2021 for the 2020 calendar year)("2020 RMD"),but for the enactment of Code§401(a)(9)(I),and who would have satisfied that requirement by receiving a distribution that is either(1)equal to the 2020 RMD,or(2)one or more payments(that include the 2020 RMD)in a series of substantially equal periodic payments made at least annually and expected to last for the life(or life expectancy)of the Participant,the joint lives(or joint life expectancies)of the Participant and the Participant's Designated Beneficiary,or for a period of at least 10 years("2020 Extended RMD"), may have elected whether to receive the 2020 RMD or the 2020 Extended RMD.if a Participant did not specifically elect to take the 2020 RMD or 2020 Extended RMD from the Plan,such distribution was not made for the 2020 calendar year.The Employer may modify this default rule under AA§9-8(b),provided such modification satisfies the requirements under Code§401(a)(9)(I)and any applicable IRS guidance. In addition,solely for purposes applying the Direct Rollover provisions of the Plan,certain additional distributions in 2020,as elected by the Employer under AA§9-8(b),were treated as Eligible Rollover Distributions.If no election is made by the Employer in AA§9-8(b),the Plan offered a Direct Rollover only for distributions that were Eligible Rollover Distributions in the absence of Code§401(a)(9)(I). If all or any portion of a distribution made during 2020 was treated as an Eligible Rollover Distribution but would not be treated as such if the required minimum distribution requirements under Section 9 of the Plan had applied during 2020, such distribution could not be treated as an Eligible Rollover Distribution for purposes of the Direct Rollover rules,Code §457(e)(16)(B)and Code§3405(c). (b) Special rules regarding the temporary waiver of required minimum distribution rules for 2020. In applying the provisions of Section 9 of the Plan for the 2020 calendar year,the following special rules apply: (1) The Required Beginning Date with respect to any individual shall be determined without regard to this Section 9.05 for purposes of applying Section 9 of the Plan for calendar years after 2020; (2) If Code §401(a)(9)(B)(ii) applies, the five-year period described in such provision shall be determined without regard to the 2020 calendar year. (3) If the Plan permits a Participant or beneficiary to elect whether the 5-year rule or the life expectancy rule applies in determining required minimum distributions and the election period would end in the 2020 calendar year,the Plan Administrator may extend the election deadline to the end of 2021. (4) The Plan Administrator and Participants may apply the transitional relief and special rules under Code §401(a)(9)(1) and IRS Notice 2020-51 relating to the temporary waiver of required minimum distributions for 2020 in any reasonable and consistent manner. (5) The Employer may describe any special rules applicable to the temporary waiver of the required minimum distribution rules for 2020 under AA§9-8(b). Cc Copyright 2023 Governmental 457(b)Basic Plan Document 52 Governmental 457(b)Plan Section 10—investment Vehicles and Participant Accounts SECTION 10 INVESTMENT VEHICLES AND PARTICIPANT ACCOUNTS 10.01 Participant Accounts.The Plan Administrator will establish and maintain a separate Account(or multiple Accounts,if appropriate)for each Participant to reflect the Participant's entire interest under the Plan.To the extent applicable,the Plan Administrator may establish and maintain separate sub-Accounts for a Participant.Accounts may include,but are not limited to: • Pre-tax Deferral Account • Roth Deferral Account • Employer Contribution Account • Matching Contribution Account • Rollover Contribution Account • Roth Rollover Contribution Account • In-plan Roth Conversion Account • Transfer Account The Plan Administrator will maintain separate Accounts for the vested and non-vested portions of any Account.The Plan Administrator also must maintain two separate Rollover Contribution Accounts for a Participant,if necessary,as provided under Section 4.01(a)of the Plan. 10.02 Value of Participant Accounts.The value of a Participant's Account consists of the fair market value of the Participant's share of the Plan assets. (a) Periodic valuation.The Trustee(as identified under the Trust Declaration page)must value Plan assets at least annually. (b) Daily valuation.If the Employer elects daily valuation under AA§10-1(a)or,if in operation,the Employer elects to have the Plan daily valued,the Plan Administrator may adopt reasonable procedures for performing such valuations. Unless otherwise set forth in the written procedures,a daily valued Plan will have its assets valued at the end of each business day during which the New York Stock Exchange is open.The Plan Administrator has authority to interpret the provisions of this Plan in the context of a daily valuation procedure.This includes,but is not limited to,the determination of the value of the Participant's Account for purposes of Participant loans,distribution and consent rights, and corrective distributions under Section 6. (c) Interim valuations.The Plan Administrator may perform interim valuations. 10.03 Adiustments to Participant Accounts.Unless the Plan Administrator adopts other reasonable administrative procedures,as of each Valuation Date under the Plan,each Participant's Account is adjusted in the following manner. (a) Distributions and forfeitures from a Participant's Account.A Participant's Account will be reduced by any distributions and forfeitures from the Account since the previous Valuation Date. (b) Contributions and forfeitures allocated to a Participant's Account.A Participant's Account will be credited with any contribution or forfeiture allocated to the Participant since the previous Valuation Date. (c) Net income or loss.A Participant's Account will be adjusted for any net income or loss in accordance with the provisions under Section 10.04. 10.04 Procedures for Determinina Net Income or Loss.The Plan Administrator may establish any reasonable procedures for determining net income or loss.Such procedures may be reflected in a funding agreement governing the applicable investments under the Plan. 10.05 Investments under the Plan.The Trustee or other person(s)responsible for the investment of Plan assets is authorized to invest Plan assets in any prudent investment consistent with the funding policy of the Plan.Investment options include,but are not limited to,the following:common and preferred stock or other equity securities(including stock bought and sold on margin); corporate bonds;open-end or closed-end mutual funds;money market accounts;certificates of deposit;debentures; commercial paper;put and call options;limited partnerships;mortgages;U.S. Government obligations,including U.S.Treasury notes and bonds;real and personal property having a ready market;life insurance or annuity policies;commodities;savings accounts;notes;securities issued by the Trustee and/or its affiliates,as permitted by law;and lifetime guaranteed income Cc Copyright 2023 Governmental 457(b)Basic Plan Document 53 Governmental 457(b)Plan Section 10—Investment Vehicles and Participant Accounts products.All of the terms and provisions of any common/collective trust fund or group trust into which Plan assets are invested are incorporated by reference into the provisions of the Trust(as identified under the Trust Declaration page)for this Plan. (a) Individual/Pooled Accounts.The Plan may maintain individual or pooled accounts for Participants. (b) Participant direction of investments.If the Plan permits Participant direction of investments,the Plan Administrator, along with the Trustee must adopt investment procedures for such direction.The investment procedures should set forth the permissible investment options available for Participant direction,the timing and frequency of investment changes, and any other procedures or limitations applicable to Participant direction of investment. The Employer may elect to limit Participant direction of investment to specific types of contributions.If Participant direction of investments is permitted,the Employer will designate how accounts will be invested in the absence of proper affirmative direction from the Participant.Except as otherwise provided in this Plan,neither the Employer nor Trustee will be liable to the Participant or Beneficiary for any loss resulting from action taken at the direction of the Participant. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 54 Governmental 457(b)Plan Section 11—Plan Administration and Operation SECTION 11 PLAN ADMINISTRATION AND OPERATION 11.01 Plan Administrator.The Employer is the Plan Administrator,unless the Employer designates in writing an alternative Plan Administrator.The Plan Administrator has the responsibilities described in this Section 11. 11.02 Designation of Alternative Plan Administrator.The Employer may designate another person or persons as he Plan Administrator by mane,by reference to the person or group of persons holding a particular position,by reference to a procedure under which the Plan Administrator is designated,or by reference to a person or group of persons charged with the specific responsibilities of Plan Administrator. (a) Acceptance of responsibility by designated Plan Administrator.If the Employer designates an alternative Plan Administrator,the designated Plan Administrator must accept its responsibilities in writing.The Employer and the designated Plan Administrator jointly will determine the time period for which the alternative Plan Administrator will serve. (b) Multiple alternative Plan Administrators.If the Employer designated more than one person as an alternative Plan Administrator,such Plan Administrators shall act by majority vote,unless the group delegates particular Plan Administrator duties to a specific person. (c) Resignation or removal of designated Plan Administrator.A designated Plan Administrator may resign by delivering a written notice of resignation to the Employer.The Employer may remove a designated Plan Administrator by delivering a written notice of removal.If a designated Plan Administrator resigns or is removed,and no new alternative Plan Administrator is designated,the Employer is the Plan Administrator. (d) Emplover responsibilities.If the Employer designates an alternative Plan Administrator,the Employer will provide in a timely manner all appropriate information necessary for the Plan Administrator to perform its duties.This information includes,but is not limited to,Participant compensation data,Employee employment,service and termination information,and other information the Plan Administrator may require.The Plan Administrator may rely on the accuracy of any information and data provided by the Employer. 11.03 Duties,Powers,and Responsibilities of the Plan Administrator.The Plan Administrator will administer the Plan for the exclusive benefit of the Plan Participants and Beneficiaries,and in accordance with the terms of the Plan.If the terms of the Plan are unclear,the Plan Administrator may interpret the Plan,provided such interpretation is consistent with the rules of Code§457(b)and is performed in a uniform and nondiscriminatory manner.This right to interpret the Plan is an express grant of discretionary authority to resolve ambiguities in the Plan document and to make discretionary decisions regarding the interpretation of the Plan's terms,including who is eligible to participate under the Plan,and the benefit rights of a Participant or Beneficiary.Unless an interpretation or decision is determined to be arbitrary and capricious,the Plan Administrator will not be held liable for any interpretation of the Plan terms or decision regarding the application of a Plan provision. (a) Delegation of duties,powers and responsibilities.The Employer,as Plan Administrator,may delegate its duties, powers or responsibilities to one or more persons.Such delegation must be in writing and accepted by the person or persons receiving the delegation.The Employer may not delegate responsibilities to Plan Participants.The Employer must agree to such delegation by an alternative Plan Administrator. (b) Specific Plan Administrator responsibilities.The Plan Administrator has the general responsibility to control and manage the operation of the Plan.This responsibility includes,but is not limited to,the following: (1) To interpret and enforce the provisions of the Plan and applicable rules under Code§457(b)including those related to Plan eligibility,vesting,benefits and other tax requirements; (2) To communicate with the appropriate persons with respect to the crediting of Plan contributions,the disbursement of Plan distributions and other relevant matters (3) To develop separate procedures(if necessary)consistent with the terms of the Plan to assist in the administration of the Plan,including the adoption of a separate or modified loan policy(see Section 13),procedures for direction of investment by Participants(see Section 10.05(b)),procedures for determining whether domestic relations orders are QDROs(see Section 11.06),and procedures for the determination of investment earnings to be allocated to Participants'Accounts(see Section 10.03); (4) To maintain all records necessary for tax and other administration purposes; Cc Copyright 2023 Governmental 457(b)Basic Plan Document 55 Governmental 457(b)Plan Section 11—Plan Administration and Operation (5) To furnish and to file all appropriate notices,reports and other information to Participants,Beneficiaries,the Employer,the Trustee and government agencies(as necessary); (6) To provide information relating to Plan Participants and Beneficiaries; (7) To retain the services of other persons,including investment managers,attorneys,consultants,advisers and others,to assist in the administration of the Plan; (8) To review and decide on claims for benefits under the Plan;and (9) To correct any defect or error in the operation of the Plan. 11.04 Plan Administration Expenses. (a) Reasonable Plan administration expenses.All reasonable expenses related to plan administration may be paid from Plan assets,except to the extent the expenses are paid(or reimbursed)by the Employer.For this purpose,Plan expenses include,but are not limited to,all reasonable costs,charges and expenses incurred in connection with the administration of the Plan. (b) Plan expense allocation.The Plan Administrator may allocate plan expenses among the accounts of Plan Participants. The Plan Administrator has authority to allocate these expenses either proportionally based on the value of the Account Balances or pro rata based on the number of Participants in the Plan.The Plan Administrator will determine the proper method for allocating expenses in accordance with such reasonable rules as the Plan Administrator deems appropriate under the circumstances.Unless the Plan Administrator decides otherwise,the following expenses will be allocated to the Participant's Account relative to which the expense is incurred:distribution expenses,including those relating to lump sums,installments,QDROs,hardship,in-service and required minimum distributions;loan expenses;participant direction expenses,including brokerage fees;and benefit calculations. 11.05 Delegation of Administrative Responsibilities.Generally,the Employer has responsibility to administer the Plan.These responsibilities include compliance with Code§457(b)and other tax requirements.However,the Employer may allocate such responsibilities to a third party,provided such third party agrees to such allocation of responsibilities.An Employer may not allocate administrative responsibilities to Plan Participants. 11.06 Oualif"ied Domestic Relations Orders(ODROO. (a) In general.The Plan Administrator must develop written procedures for determining whether a domestic relations order is a QDRO and for administering distributions under a QDRO.For this purpose,the Plan Administrator may use the default QDRO procedures set forth in subsection(h)below or may develop separate QDRO procedures. (b) Definitions related to Oualified Domestic Relations Orders(ODROS). (1) QDRO.A QDRO is a domestic relations order that creates or recognizes the existence of an Alternate Payee's right to receive,or assigns to an Alternate Payee the right to receive,all or a portion of the benefits payable with respect to a Participant under the Plan.(See Code§414(p).)The QDRO must contain certain information and meet other requirements described in this Section 11.06. (2) Domestic relations order.A domestic relations order is ajudgment,decree,or order(including the approval of a property settlement)that is made pursuant to state domestic relations law(including community property law) or under the laws of an Indian tribal government,a subdivision of such an Indian tribal government,or an agency or instrumentality of either. (3) Alternate Payee.An Alternate Payee must be a spouse,former spouse,child,or other dependent of a Participant. (4) Revision of QDRO.A domestic relations order otherwise meeting the requirements to be a QDRO under Code §414(p)(3)shall not fail to be treated as a QDRO solely because: (i) the order is issued after,or revises,another domestic relations order or QDRO;or (if) of the time at which the order is issued,including orders issued after the death of the Participant. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 56 Governmental 457(b)Plan Section 11—Plan Administration and Operation Any QDRO described in this Section 11.06 shall be subject to the same requirements and protections which apply to QDROs under Code§414(p)(7). (c) Recognition as a QDRO.To be a QDRO,an order must be a domestic relations order(as defined in subsection(b)(2) above)that relates to the provision of child support,alimony payments,or marital property rights for the benefit of an Alternate Payee.The Plan Administrator is not required to determine whether the court or agency issuing the domestic relations order had jurisdiction to issue an order,whether state law is correctly applied in the order,whether service was properly made on the parties,or whether an individual identified in an order as an Alternate Payee is a proper Alternate Payee under state law. (d) Contents of QDRO.A QDRO must contain the following information: (1) the name and last known mailing address of the Participant and each Alternate Payee; (2) the name of each plan to which the order applies; (3) the dollar amount or percentage(or the method of determining the amount or percentage)of the benefit to be paid to the Alternate Payee;and (4) the number of payments or time period to which the order applies. (e) Impermissible QDRO provisions. (1) The order must not require the Plan to provide an Alternate Payee or Participant with any type or form of benefit,or any option,not otherwise provided under the Plan; (2) The order must not require the Plan to provide for increased benefits(determined on the basis of actuarial value);and (3) The order must not require the Plan to pay benefits to an Alternate Payee that are required to be paid to another Alternate Payee under another order previously determined to be a QDRO. (f) Immediate distribution to Alternate Payee.Even if a Participant is not eligible to receive an immediate distribution from the Plan,an Alternate Payee may receive a QDRO benefit immediately in a lump sum,provided such distribution is consistent with the QDRO provisions. (g) Fee for QDRO determination.The Plan Administrator may condition the making of a QDRO determination on the payment of a fee by a Participant or an Alternate Payee(either directly or as a charge against the Participant's Account). (h) Default ODRO procedure.If the Plan Administrator chooses this default QDRO procedure or if the Plan Administrator does not establish a separate QDRO procedure,this subsection(h)will apply as the procedure the Plan Administrator will use to determine whether a domestic relations order is a QDRO.This default QDRO procedure incorporates the requirements set forth below. (1) Access to information.The Plan Administrator will provide access to Plan and Participant benefit information sufficient for a prospective Alternate Payee to prepare a QDRO. Such information might include the summary plan description,other relevant plan documents,and a statement of the Participant's benefit entitlements.The disclosure of this information is conditioned on the prospective Alternate Payee providing to the Plan Administrator information sufficient to reasonably establish that the disclosure request is being made in connection with a domestic relations order. (2) Notifications to Participant and Alternate Pam The Plan Administrator will promptly notify the affected Participant and each Alternate Payee named in the domestic relations order of the receipt of the order.The Plan Administrator will send the notification to the address included in the domestic relations order.Along with the notification,the Plan Administrator will provide a copy of the Plan's procedures for determining whether a domestic relations order is a QDRO. (3) Alternate Payee representative.The prospective Alternate Payee may designate a representative to receive copies of notices and Plan information that are sent to the Alternate Payee with respect to the domestic relations order. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 57 Governmental 457(b)Plan Section 11—Plan Administration and Operation (4) Evaluation of domestic relations order.Within a reasonable period of time,the Plan Administrator will evaluate the domestic relations order to determine whether it is a QDRO.A reasonable period will depend on the specific circumstances.The domestic relations order must contain the information described in subsection(d).if the order is only deficient in a minor respect,the Plan Administrator may supplement information in the order from information within the Plan Administrator's control or through communication with the prospective Alternate Payee. (i) Separate accounting.Upon receipt of a domestic relations order,the Plan Administrator will separately account for and preserve the amounts that would be payable to an Alternate Payee until a determination is made with respect to the status of the order.During the period in which the status of the order is being determined,the Plan Administrator will take whatever steps are necessary to ensure that amounts that would be payable to the Alternate Payee,if the order were a QDRO,are not distributed to the Participant or any other person.The separate accounting requirement may be satisfied,at the Plan Administrator's discretion,by a segregation of the assets that are subject to separate accounting. (ii) Separate accounting until the end of"18-month period."The Plan Administrator will continue to separately account for amounts that are payable under the QDRO until the end of an"18-month period." The"I 8-month period"will begin on the first date following the Plan's receipt of the order upon which a payment would be required to be made to an Alternate Payee under the order.If,within the"18-month period,"the Plan Administrator determines that the order is a QDRO,the Plan Administrator must pay the Alternate Payee in accordance with the terms of the QDRO.If,however,the Plan Administrator determines within the"18-month period"that the order is not a QDRO,or,if the status of the order is not resolved by the end of the"18-month period,"the Plan Administrator may pay out the amounts otherwise payable under the order to the person or persons who would have been entitled to such amounts if there had been no order.If the order is later determined to be a QDRO,the order will apply only prospectively; that is,the Alternate Payee will be entitled only to amounts payable under the order after the subsequent determination. (iii) Preliminary review.The Plan Administrator will perform a preliminary review of the domestic relations order to determine if it is a QDRO.If this preliminary review indicates the order is deficient in some manner,the Plan Administrator will allow the parties to attempt to correct any deficiency before issuing a final decision on the domestic relations order.The ability to correct is limited to a reasonable period of time. (iv) Notification of determination.The Plan Administrator will notify in writing the Participant and each Alternate Payee of the Plan Administrator's decision as to whether a domestic relations order is a QDRO. In the case of a determination that an order is not a QDRO,the written notice will contain the following information: (A) references to the Plan provisions on which the Plan Administrator based its decision; (B) an explanation of any time limits that apply to rights available to the parties under the Plan(such as the duration of any protective actions the Plan Administrator will take);and (C) a description of any additional material,information,or modifications necessary for the order to be a QDRO and an explanation of why such material,information,or modifications are necessary. (v) Treatment of Alternate Pavee.If an order is accepted as a QDRO,the Plan Administrator will act in accordance with the terms of the QDRO as if it were a part of the Plan.An Alternate Payee will be considered a Beneficiary under the Plan and be afforded the same rights as a Beneficiary.The Plan Administrator will provide any appropriate disclosure information relating to the Plan to the Alternate Payee. 11.07 Missing Participant or Beneficiary and Uncashed Checks.The Employer may attempt to locate missing Participants by following Department of Labor or IRS guidance on generally accepted search methods prior to any involuntary cash-out distribution or automatic rollover.The Employer also will provide direction for the handling of any uncashed distribution checks. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 58 Governmental 457(b)Plan Section 12—Trust Agreement SECTION 12 TRUST AGREEMENT 12.01 Creation of Trust.By adopting this Plan,the Employer creates a Trust(as identified under the Trust Declaration page)to hold the assets of the Plan(or,in the event that this Plan document represents an amendment of the Plan,the Employer hereby amends the terms of the Trust maintained in connection with the Plan).The Trustee(as identified under the Trust Declaration page)is the owner of the Plan assets held by the Trust.The Trustee is to hold the Plan assets for the exclusive benefit of Plan Participants and Beneficiaries.Plan Participants and Beneficiaries do not have ownership interests in the assets held by the Trust.The Employer may adopt a separate trust agreement in lieu of the trust provisions under this Section. 12.02 Trustee.The Trustee identified in the Trust Declaration under the Agreement shall act either as a Discretionary Trustee or as a Directed Trustee,as identified under the Agreement. (a) Discretionary Trustee.A Trustee is a Discretionary Trustee to the extent the Trustee has exclusive authority and discretion with respect to the investment,management or control of Plan assets.Notwithstanding a Trustee's designation as a Discretionary Trustee,a Trustee's discretion is limited,and the Trustee shall be considered a Directed Trustee,to the extent the Trustee is subject to the direction of the Plan Administrator or the Employer. (b) Directed Trustee.A Trustee is a Directed Trustee with respect to the investment of Plan assets to the extent the Trustee is subject to the direction of the Plan Administrator or the Employer.The Trustee does not have any discretionary authority with respect to the investment of Plan assets.In addition,the Trustee is not responsible for the propriety of any directed investment made pursuant to this Section and shall not be required to consult or advise the Employer regarding the investment quality of any directed investment held under the Plan. The Trustee shall be advised in writing regarding the retention of investment powers by the Employer or the appointment of an investment manager with power to direct the investment of Plan assets.Any such delegation of investment powers will remain in force until such delegation is revoked or amended in writing.The Employer is deemed to have retained investment powers under this subsection to the extent the Employer directs the investment of Participant Accounts for which affirmative investment direction has not been received. A Directed Trustee must act solely in accordance with the direction of the Plan Administrator,the Employer,or any employees or agents of the Employer. The Employer may direct the Trustee to invest in any media in which the Trustee may invest,as described in Section 12.04.However,the Employer may not borrow from the Trust or pledge any of the assets of the Trust as security for a loan to itself,buy property or assets from or sell property or assets to the Trust;charge any fee for services rendered to the Trust;or receive any services from the Trust on a preferential basis. 12.03 Trustee's Responsibilities Regarding Administration of Trust.This Section outlines the Trustee's powers,rights and duties under the Plan with respect to the administration of the investments held in the Plan.The Trustee's administrative duties are limited to those described in this Section 12.03;the Employer is responsible for any other administrative duties required under the Plan or by applicable law. (a) The Trustee will receive all contributions made under the terms of the Plan.The Trustee is not obligated in any manner to ensure that such contributions are correct in amount or that such contributions comply with the terns of the Plan.In addition,the Trustee is under no obligation to request that the Employer make contributions to the Plan.The Trustee is not liable for the manner in which such amounts are deposited or the allocation between Participant's Accounts,to the extent the Trustee follows the written direction of the Plan Administrator or Employer. (b) The Trustee will make distributions from the Trust in accordance with the written directions of the Plan Administrator or other authorized representative.To the extent the Trustee follows such written direction,the Trustee is not obligated in any manner to ensure a distribution complies with the terns of the Plan,that a Participant or Beneficiary is entitled to such a distribution,or that the amount distributed is proper under the terms of the Plan.if there is a dispute as to a payment from the Trust,the Trustee may decline to make payment of such amounts until the proper payment of such amounts is determined by a court of competent jurisdiction,or the Trustee has been indemnified to its satisfaction. (c) The Trustee may employ agents,attorneys,accountants and other third parties to provide counsel on behalf of the Plan, where the Trustee deems advisable.The Trustee may reimburse such persons from the Trust for reasonable expenses and compensation incurred as a result of such employment.The Trustee shall not be liable for the actions of such persons,provided the Trustee acted prudently in the employment and retention of such persons.In addition,the Trustee will not be liable for any actions taken as a result of good faith reliance on the advice of such persons. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 59 Governmental 457(b)Plan Section 12—Trust Agreement 12.04 Trustee's Responsibility Regarding Investment of Plan Assets.In addition to the powers,rights and duties enumerated under this Section,the Trustee has whatever powers are necessary to carry out its duties in a prudent manner.The Trustee's powers,rights and duties may be supplemented or limited by a separate trust agreement,investment policy,funding agreement, or other binding document entered into between the Trustee and the Plan Administrator which designates the Trustee's responsibilities with respect to the Plan.A separate trust agreement must be consistent with the terms of this Plan and must comply with all requirements of Code§457 and regulations there under. (a) The Trustee shall be responsible for the safekeeping of the assets of the Trust in accordance with the provisions of this Plan. (b) The Trustee may invest,manage and control the Plan assets in a manner that is consistent with the Plan's funding policy and investment objectives.The Trustee may invest in any investment,which the Trustee deems advisable and prudent, subject to the proper written direction of the Plan Administrator or the Employer.The Trustee is not liable for the investment of Plan assets to the extent the Trustee is following the proper direction of the Plan Administrator,the Employer,a Participant,or other person or persons duly appointed by the Employer to provide investment direction.In addition,the Trustee does not guarantee the Trust in any manner against investment loss or depreciation in asset value or guarantee the adequacy of the Trust to meet and discharge any or all liabilities of the Plan. (c) The Trustee may retain such portion of the Plan assets in cash or cash balances as the Trustee may,from time to time, deem to be in the best interests of the Plan,without liability for interest thereon. (d) The Trustee may collect and receive any and all moneys and other property due the Plan and to settle,compromise,or submit to arbitration any claims,debts,or damages with respect to the Plan,and to commence or defend on behalf of the Plan any lawsuit,or other legal or administrative proceedings. (e) The Trustee may hold any securities or other property in the name of the Trustee or in the name of the Trustee's nominee,and may hold any investments in bearer form,provided the books and records of the Trustee at all times show such investment to be part of the Trust. (f) The Trustee may exercise any of the powers of an individual owner with respect to stocks,bonds,securities or other property,including the right to vote upon such stocks,bonds or securities;to give general or special proxies or powers of attorney;to exercise or sell any conversion privileges,subscription rights,or other options;to participate in corporate reorganizations,mergers,consolidations,or other changes affecting corporate securities(including those in which it or its affiliates are interested as Trustee);and to make any incidental payments in connection with such stocks,bonds, securities or other property. (g) The Trustee may borrow or raise money on behalf of the Plan in such amount,and upon such tenns and conditions,as the Trustee deems advisable.The Trustee may issue a promissory note as Trustee to secure the repayment of such amounts and may pledge all,or any part,of the Trust as security. (h) The Trustee,upon the written direction of the Plan Administrator,is authorized to enter into a transfer agreement with the Trustee of another Code§457 plan and to accept a transfer of assets from such retirement plan on behalf of any Employee of the Employer.The Trustee is also authorized,upon the written direction of the Plan Administrator,to transfer some or all of a Participant's vested Account Balance to another Code§457 plan on behalf of such Participant. 0) The Trustee is authorized to execute,acknowledge and deliver all documents of transfer and conveyance,receipts, releases,and any other instruments that the Trustee deems necessary or appropriate to carry out its powers,rights and duties hereunder. (j) If the Employer maintains more than one Plan,the assets of such Plans may be commingled for investment purposes. The Trustee must separately account for the assets of each Plan.A commingling of assets,as described in this paragraph,does not cause the Trusts maintained with respect to the Employer's Plans to be treated as a single Trust, except as provided in a separate document authorized in the first paragraph of this Section 12.04. (k) If the Trustee is a bank or similar financial institution,the Trustee is authorized to invest in any type of deposit of the Trustee(including its own money market fund)at a reasonable rate of interest. 12.05 More than One Person as Trustee.If the Plan has more than one person acting as Trustee,the Trustees may allocate the Trustee responsibilities by mutual agreement and Trustee decisions will be made by a majority vote(unless otherwise agreed to by the Trustees)or as otherwise provided in a separate trust agreement or other binding document. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 60 Governmental 457(b)Plan Section 12—Trust Agreement 12.06 Annual Valuation.The Plan assets will be valued at least on an annual basis.The Employer may designate more frequent valuation dates.The Trustee and Plan Administrator may agree to value the Trust on a more frequent basis,and/or to perform an interim valuation of the Trust. 12.07 Reoortin2 to Plan Administrator and Emplover.Within a reasonable time following the end of each Plan Year,the Trustee will file with the Employer an accounting of its administration of the Trust from the date of its last accounting.The accounting will include a statement of cash receipts,disbursements and other transactions effected by the Trustee since the date of its last accounting,and such further information as the Trustee and/or Employer deems appropriate. Upon receipt of such information, the Employer must promptly notify the Trustee of its approval or disapproval of the information. 12.08 Reasonable Compensation.The Trustee shall be paid reasonable compensation in an amount agreed upon by the Plan Administrator and Trustee.The Trustee also will be reimbursed for any reasonable expenses or fees incurred in its function as Trustee.The Plan will pay the reasonable compensation and expenses incurred by the Trustee,unless the Employer pays such compensation and expenses. 12.09 Resignation and Removal of Trustee.The Trustee may resign at any time by delivering to the Employer a written notice of resignation at least thirty(30)days prior to the effective date of such resignation,unless the Employer consents in writing to a shorter notice period.The Employer may remove the Trustee at any time,with or without cause,by delivering written notice to the Trustee at least 30 days prior to the effective date of such removal.The Employer may remove the Trustee upon a shorter written notice period if the Employer reasonably determines such shorter period is necessary to protect Plan assets.Upon the resignation,removal,death or incapacity of a Trustee,the Employer may appoint a successor Trustee which,upon accepting such appointment,will have all the powers,rights and duties conferred upon the preceding Trustee.In the event there is a period of time following the effective date of a Trustee's removal or resignation before a successor Trustee is appointed,the Employer is deemed to be the Trustee.During such period,the Trust continues to be in existence and legally enforceable,and the assets of the Plan shall continue to be protected by the provisions of the Trust. 12.10 Indemnification of Trustee.Except to the extent that it is judicially determined that the Trustee has acted with gross negligence or willful misconduct,the Employer shall indemnify the Trustee(whether or not the Trustee has resigned or been removed)against any liabilities,losses,damages,and expenses,including attorney,accountant,and other advisory fees, incurred as a result of: (a) any action of the Trustee taken in good faith in accordance with any information,instruction,direction,or opinion given to the Trustee by the Employer,the Plan Administrator,or legal counsel of the Employer,or any person or entity appointed by any of them and authorized to give any information,instruction,direction,or opinion to the Trustee; (b) the failure of the Employer,the Plan Administrator,or any person or entity appointed by any of them to make timely disclosure to the Trustee of information which any of them or any appointee knows or should know if it acted in a reasonably prudent manner;or (c) any breach of fiduciary duty by the Employer,the Plan Administrator or any person or entity appointed by any of them, other than such a breach which is caused by any failure of the Trustee to perform its duties under this Trust. The duties and obligations of the Trustee shall be limited to those expressly imposed upon it by this instrument or subsequently agreed upon by the parties.Responsibility for administrative duties required under the Plan or applicable law not expressly imposed upon or agreed to by the Trustee shall rest solely with the Employer. The Employer agrees that the Trustee shall have no liability with regard to the investment or management of illiquid Plan assets transferred from a prior Trustee,and shall have no responsibility for investments made before the transfer of Plan assets to it,or for the viability or prudence of any investment made by a prior Trustee,including those represented by assets now transferred to the custody of the Trustee,or for any dealings whatsoever with respect to Plan assets before the transfer of such assets to the Trustee.The Employer shall indemnify and hold the Trustee harmless for any and all claims,actions or causes of action for loss or damage,or any liability whatsoever relating to the assets of the Plan transferred to the Trustee by any prior Trustee of the Plan,including any liability arising out of or related to any act or event,including prohibited transactions,occurring prior to the date the Trustee accepts such assets,including all claims,actions,causes of action,loss,damage,or any liability whatsoever arising out of or related to that act or event,although that claim,action,cause of action,loss,damage,or liability may not be asserted,may not have accrued,or may not have been made known until after the date the Trustee accepts the Plan assets. Such indemnification shall extend to all applicable periods,including periods for which the Plan is retroactively restated to comply with any tax law or regulation. 12.11 Appointment of Custodian.The Plan Administrator may appoint a Custodian to hold all or any portion of the Plan assets.A Custodian has the same powers,rights and duties as a Directed Trustee.The Custodian will be protected from any liability with Cc Copyright 2023 Governmental 457(b)Basic Plan Document 61 Governmental 457(b)Plan Section 12—Trust Agreement respect to actions taken pursuant to the direction of the Trustee,Plan Administrator,the Employer,or other third party with authority to provide direction to the Custodian. 12.12 Satisfaction of Trust Requirement Using Custodial Accounts or Annuity Contracts.The Employer may satisfy the trust requirement of Code§457(g)as provided under Treas.Reg. §1.457-8(a)(3)(iii). Cc Copyright 2023 Governmental 457(b)Basic Plan Document 62 Pre-Approved Governmental 457(b)Plan Section 13—Participant Loans SECTION 13 PARTICIPANT LOANS 13.01 Availabilitv of Participant Loans.The Employer may elect under AA Appendix B to permit Participants to take loans from their vested Account Balance under the Plan.If the Employer elects to permit loans under the Plan,the Employer may elect to use the default loan policy under this Section 13,as modified under AA Appendix B,or may establish an outside loan policy for purposes of administering Participant loans under the Plan.If the Employer adopts a separate written loan policy,the terms of such separate loan policy will control over the terms of this Plan with respect to the administration of any Participant loans. Any separate written loan policy must satisfy the requirements under Code§72(p)and the regulations thereunder.Participant loans are subject to the terns of any vendor agreements or contracts associated with the Plan. To receive a Participant loan,a Participant must sign a promissory note along with a pledge or assignment of the portion of the Account Balance used for security on the loan.The loan will be evidenced by a legally enforceable agreement which specifies the amount and term of the loan,and the repayment schedule. Effective for Participant loans made after December 20,2019,the Plan may not make any Participant loan through any credit card or any similar arrangement. 13.02 Must be Available in Reasonably Equivalent Manner.Participant loans must be made available to Participants in a reasonably equivalent manner.The Employer may elect under AA§13-8 to limit the availability of Participant loans to specified events. 13.03 Loan Limitations.A Participant loan may not be made to the extent such loan(when added to the outstanding balance of all other loans made to the Participant)exceeds the lesser of. (a) $50,000(reduced by the excess,if any,of the Participant's highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which such loan is made,over the Participant's outstanding balance of loans from the Plan as of the date such loan is made)or (b) one-half(%)of the Participant's vested Account Balance,determined as of the Valuation Date coinciding with or immediately preceding such loan,adjusted for any contributions or distributions made since such Valuation Date. In applying the limitations under this Section 13.03,all plans maintained by the Employer are aggregated and treated as a single plan.In addition,any assignment or pledge of any portion of the Participant's interest in the Plan and any loan,pledge, or assignment with respect to any insurance contract purchased under the Plan will be treated as loan under this Section. 13.04 Limit on Amount and Number of Loans.Unless elected otherwise under AA§B-5 and/or AA§13-6,or under a separate written loan policy,a Participant may not receive a Participant loan of less than$1,000 nor may a Participant have more than one Participant loan outstanding at any time. (a) Loan renegotiation.A Participant may renegotiate a loan without violating the one outstanding loan requirement to the extent such renegotiated loan is a new loan(i.e.,the renegotiated loan separately satisfies the reasonable interest rate requirement under Section 13.05,the adequate security requirement under Section 13.06,and the periodic repayment requirement under Section 13.07)and the renegotiated loan does not exceed the limitations under Section 13.03 above, treating both the replaced loan and the renegotiated loan as outstanding at the same time.However,if the term of the renegotiated loan does not end later than the original term of the replaced loan,the replaced loan may be ignored in applying the limitations under Section 13.03 above. (b) Participant must be creditworthv.The Plan Administrator may refuse to make a loan to any Participant who is determined to be not creditworthy.For this purpose,a Participant is not creditworthy if,based on the facts and circumstances,it is reasonable to believe that the Participant will not repay the loan.A Participant who has defaulted on a previous loan from the Plan and has not repaid such loan(with accrued interest)at the time of any subsequent loan will be treated as not creditworthy until such time as the Participant repays the defaulted loan(with accrued interest). 13.05 Reasonable Rate of Interest.All Participant loans will be charged a reasonable rate of interest.For this purpose,the interest rate charged on a Participant loan must be commensurate with the interest rates charged by persons in the business of lending money for loans under similar circumstances.The Employer may identify alternative methods for determining a reasonable rate of interest under AA§13-7 or under a separate written loan policy.The Plan Administrator must periodically review its interest rate assumptions to ensure the interest rate charged on Participant loans is reasonable. If a Participant is in"military service"while such Participant has an outstanding Participant loan,the applicable interest charged on such loan during the period while the Participant is in"military service"will not exceed 6%per year provided the Participant provides written notice and a copy of such Participant's call-up or extension orders to the Plan Administrator within Copyright 2023 Governmental 457(b)Basic Plan Document 63 Pre-Approved Governmental 457(b)Plan Section 13—Participant Loans 180 days following the Participant's termination or release from"military service."For this purpose,"military service"is as defined in the Soldier's and Sailor's Civil Relief Act of 1940 as modified by the Servicemembers Civil Relief Act of 2003.The Participant may voluntarily waive this 6%interest limitation and the Plan Administrator may petition the court to retain the original interest rate if the ability to repay is not affected by the Participant's activation to military duty. 13.06 Adequate Security.All Participant loans must be adequately secured.The Participant's vested Account Balance shall be used as security for a Participant loan provided the outstanding balance of all Participant loans made to such Participant does not exceed 50%of the Participants vested Account Balance,determined immediately after the origination of each loan.The Plan Administrator may require a Participant to provide additional collateral to receive a Participant loan if the Plan Administrator determines such additional collateral is required to protect the interests of Plan Participants.A separate loan policy or written modifications to this loan policy may prescribe alternative rules for obtaining adequate security.However,the 50%rule in this paragraph may not be replaced with a greater percentage. 13.07 Periodic Repayment.A Participant loan must provide for level amortization with payments to be made not less frequently than quarterly.A Participant loan must be payable within a period not exceeding five(5)years from the date the Participant receives the loan from the Plan,unless the loan is for the purchase of the Participant's principal residence,in which case the loan must be payable within a reasonable time commensurate with the repayment period permitted by commercial lenders for similar loans.Loan repayments must be made through payroll withholding,except to the extent the Plan Administrator determines payroll withholding is not practical given the level of a Participant's wages,the frequency with which the Participant is paid,or other circumstances.If a Participant's paycheck is insufficient to make both Salary Deferrals and loan repayments,the Plan Administrator may establish an administrative procedure establishing the hierarchy for Salary Deferrals and loan repayments. (a) Unpaid leave of absence.A Participant with an outstanding Participant loan may suspend loan payments to the Plan for up to 12 months for any period during which the Participant is on an unpaid leave of absence. Upon the Participant's return to employment(or after the end of the 12-month period,if earlier),the Participant's outstanding loan will be re- amortized over the remaining period of such loan to make up for the missed payments.The re-amortized loan may extend beyond the original loan term so long as the loan is paid in full by whichever of the following dates comes first: (1)the date which is five(5)years from the original date of the loan(or the end of the suspension,if sooner),or(2)the original loan repayment deadline(or the end of the suspension period,if later)plus the length of the suspension period. Alternatively,upon a Participant's return to employment(or after the end of the 12-month period,if earlier), the Plan Administrator may allow the Participant's outstanding loan payments to resume at the same loan payment amount as of the time of the loan suspension,with a balloon payment of the remaining balance due by the earlier of (1)the date which is five(5)years from the original date of the loan(or the end of the suspension,if sooner),or(2)the original loan repayment deadline(or the end of the suspension period,if later)plus the length of the suspension period. (b) Military leave.A Participant with an outstanding Participant loan also may suspend loan payments for any period such Participant is on military leave,in accordance with Code§§'414(u)(4).Upon the Participant's return from military leave (or the expiration of five years from the date the Participant began military leave,if earlier),loan payments will recommence under the amortization schedule in effect prior to the Participant's military leave,without regard to the five-year maximum loan repayment period.Alternatively,the loan may be re-amortized to require a different level of loan payment,as long as the amount and frequency of such payments are not less than the amount and frequency under the amortization schedule in effect prior to the Participant's military leave. 13.08 Desi-anation of Accounts.Unless designated otherwise under a separate loan procedure,Participant loans will first be taken proportionately from the Participant's Employer Contribution Account and Matching Contribution Account,to the extent the Participant has a vested interest in such Accounts and subject to the loan limits under Section 13.03.If a Participant's total vested Account Balance attributable to the Employer Contribution and Matching Contribution Accounts is not sufficient to satisfy the amount of the loan,the Participant loan will next be taken from the Participant's Salary Deferral Account.Finally, the loan will be taken from the Participant's Rollover Contribution Account. A Participant loan will be treated as a segregated investment on behalf of the individual Participant for whom the loan is made. Each payment of principal and interest paid by a Participant on such Participant's loan shall be credited to the Participant's Accounts and investment funds within such Accounts in the same manner as allocated under the above paragraph. 13.09 Procedures for Loan Default.Unless elected otherwise in AA Appendix B or in a separate written loan agreement,a Participant will be considered to be in default with respect to a loan if any scheduled repayment with respect to such loan is not made by the end of the calendar quarter following the calendar quarter in which the missed payment was due. If a Participant defaults on a Participant loan,the Plan may not offset the Participant's Account Balance until the Participant is otherwise entitled to an immediate distribution of the portion of the Account Balance which will be offset and such amount being offset is available as security on the loan,pursuant to Section 13.06.For this purpose,a loan default is treated as an Copyright 2023 Governmental 457(b)Basic Plan Document 64 Pre-Approved Governmental 457(b)Plan Section 13—Participant Loans immediate distribution event to the extent the law does not prohibit an actual distribution of the type of contributions which would be offset as a result of the loan default.The Participant may repay the outstanding balance of a defaulted loan(including accrued interest through the date of repayment)at any time.Pending the offset of a Participant's Account Balance following a defaulted loan,the following rules apply to the amount in default. (a) Interest continues to accrue on the amount in default until the time of the loan offset or,if earlier,the date the loan repayments are made current or the amount is satisfied with other collateral. (b) A subsequent offset of the amount in default is not reported as a taxable distribution,except to the extent the taxable portion of the default amount was not previously reported by the Plan as a taxable distribution. (c) The post-default accrued interest included in the loan offset is not reported as a taxable distribution at the time of the offset. A separate loan policy or written modifications to this loan policy may modify the procedures for determining a loan default. 13.10 Termination of Employment. (a) Offset of outstanding loan.Unless elected otherwise in AA Appendix B or in a separate written loan agreement,a Participant loan becomes due and payable in full immediately upon the Participant's termination of employment.Upon a Participant's termination,the Participant may repay the entire outstanding balance of the loan(including any accrued interest)within a reasonable period following termination of employment.If the Participant does not repay the entire outstanding loan balance,the Participant's vested Account Balance will be reduced by the remaining outstanding balance of the loan,to the extent such Account Balance is available as security on the loan,pursuant to Section 13.06, and the remaining vested Account Balance will be distributed in accordance with the distribution provisions under Section 8.if the outstanding loan balance of a deceased Participant is not repaid,the outstanding loan balance shall be treated as a distribution to the Participant and shall reduce the death benefit amount payable to the Beneficiary. (b) Direct Rollover.Unless elected otherwise in AA Appendix B or in a separate written loan agreement,upon termination of employment,a Participant may request a Direct Rollover of the loan note(provided the distribution is an Eligible Rollover Distribution)to another qualified plan which agrees to accept a Direct Rollover of the loan note.A Participant may not engage in a Direct Rollover of a loan to the extent the Participant has already received a deemed distribution with respect to such loan. (c) Modified loan policy.A separate loan policy or written modifications to this loan policy may modify this Section 13.10,including,but not limited to:(1)a provision to permit loan repayments to continue beyond termination of employment;(2)to prohibit the Direct Rollover of a loan note;and(3)to provide for other events that may accelerate the Participant's repayment obligation under the loan. 13.11 Amendment of Plan to Eliminate Participant Loans.The Plan may be amended at any time to eliminate Participant loans on a prospective basis.However,the elimination of a Participant loan feature may not result in the acceleration of payment of any existing Participant loans,unless the terns of the Participant loan permit such acceleration. 13.12 Mergers,Transfers or Direct Rollovers from another Plan/Change in Loan Record Keeper.Except as otherwise provided in an Investment Arrangement and related loan agreement,and subject to applicable requirements in Code§72(p)and the regulations thereunder,any Participant loan transferred into the Plan as the result of a merger,consolidation,or plan to plan transfer,or rolled over to the Plan from another plan,shall be administered in accordance with the provisions of the note reflecting such loan,and shall remain outstanding until repaid in accordance with its terms,except that the Participant may be permitted to renegotiate the terms of the loan to the extent necessary to ensure the administration of such loan continues to satisfy the requirements of Code§72(p)and the regulations thereunder.In addition,if there is a change in the person or persons to whom the record keeping of Participant loans has been delegated,a loan shall continue to be administered in accordance with the provisions of the note reflecting such loan,and shall remain outstanding until repaid in accordance with its terms, except that the Participant may be permitted to renegotiate the terms of a loan to the extent necessary to ensure the administration of the loan after the change in the loan record keeper continues to satisfy the requirements of Code§72(p)and the regulations thereunder,regardless of any contrary election under AA§13-14. Copyright 2023 Governmental 457(b)Basic Plan Document 65 Pre-Approved Governmental 457(b)Plan Section 14—Plan Amendments,Termination,Mergers,Exchanges and Transfers SECTION 14 PLAN AMENDMENTS,TERMINATION,MERGERS,EXCHANGES AND TRANSFERS 14.01 Plan Amendments. (a) Amendment by the Employer.The Employer shall have the right at any time to amend the Plan.(The ability to amend the Plan as authorized under this subsection(a)applies only to the Employer that executes the Signature Page of the Adoption Agreement.Any amendment to the Plan by the Employer under this subsection(a)also applies to any other Employer that participates under the Plan as a Participating Employer.) Such amendments include,but are not limited to: (1) The Employer may change any optional selections under the Adoption Agreement. (2) The Employer may add additional language or provisions to the Plan. (3) The Employer may change the administrative selections under AA Appendix C by replacing the appropriate page(s)within the Adoption Agreement. Such amendment does not require re-execution of the Employer Signature Page. (4) The Employer may amend administrative provisions of the Plan document,including the name of the Plan, Employer,Trustee,and Plan Administrator. (5) The Employer may add or change provisions permitted under the Plan and/or specify or change the effective date of a provision as permitted under the Plan and correct obvious and unambiguous typographical errors and/or cross-references that merely correct a reference but that do not in any way change the original intended meaning of the provisions. (b) Reduction of Account Balance.No amendment to the plan shall be effective to the extent that it has the effect of reducing a Participant's Account Balance. 14.02 Plan Termination.The Employer may terminate(or freeze)this Plan at any time,as provided under Treas.Reg. §1.457-10. The Employer will amend the Plan as necessary to effectuate a Plan termination. (a) Distribution upon Plan termination.Upon the termination of the Plan,the Plan Administrator shall direct the distribution of Account Balances to Participants in accordance with the provisions under Section 8 as soon as administratively practicable after termination of the Plan.Regardless of the elections made in the Agreement,upon Plan termination,the Plan Administrator may make a lump sum payout of a Participant's vested Account Balance without the consent of the Participant or Beneficiaries. (b) Termination upon merger,liquidation or dissolution of the Employer.The Plan may terminate upon the liquidation or dissolution of the Employer provided however,that in any such event,arrangements may be made for the Plan to be continued by any successor to the Employer. (c) Missing Participants.Upon termination of the Plan,if any Participant cannot be located after a reasonable diligent search,the Plan Administrator may make a direct rollover to an IRA selected by the Plan Administrator.An automatic rollover under this subsection(c)may be made on behalf of any missing Participant,regardless of the value of such Participant's vested Account Balance. 14.03 Merger or Consolidation.In the event the Plan is merged or consolidated with another plan,each Participant must be entitled to a benefit immediately after such merger or consolidation that is at least equal to the benefit the Participant would have been entitled to if the Plan terminated immediately before such merger or consolidation. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 66 Pre-Approved Governmental 457(b)Plan Section 15—Miscellaneous SECTION 15 MISCELLANEOUS 15.01 Exclusive Benefit.Except as provided under this Section 15,no part of the Plan assets may revert to the Employer prior to the satisfaction of all liabilities under the Plan nor will such Plan assets be used for,or diverted to,a purpose other than the exclusive benefit of Participants or their Beneficiaries. No amendment may authorize or permit any portion of the assets held under the Plan to be used for or diverted to a purpose other than the exclusive benefit of Participants or their Beneficiaries,except to the extent such assets are used to pay taxes or administrative expenses of the Plan.An amendment also may not cause or permit any portion of the assets held under the Plan to revert to or become property of the Employer. 15.02 Return of Emplover Contributions.Upon written request by the Employer,the Trustee may return any Employer Contributions made because of a mistake of fact to the Employer. 15.03 Alienation or Assignment.Except as permitted under applicable statute or regulation,a Participant or Beneficiary may not assign,alienate,transfer or sell any right or claim to a benefit or distribution from the Plan,and any attempt to assign,alienate, transfer or sell such a right or claim shall be void,except as permitted by statute or regulation.Any such right or claim under the Plan shall not be subject to attachment,execution,garnishment,sequestration,or other legal or equitable process.This prohibition against alienation or assignment also applies to the creation,assignment,or recognition of a right to a benefit payable with respect to a Participant pursuant to a domestic relations order,unless such order is determined to be a QDRO pursuant to Section 11.06. 15.04 Participants'Rights.The adoption of this Plan by the Employer does not give any Participant,Beneficiary,or Employee a right to continued employment with the Employer and does not affect the Employer's right to discharge an Employee or Participant at any time.This Plan also does not create any legal or equitable rights in favor of any Participant,Beneficiary,or Employee against the Employer or Plan Administrator. Unless the context indicates otherwise,any amendment to this Plan is not applicable to determine the benefits accrued(and the extent to which such benefits are vested)by a Participant or former Employee whose employment terminated before the effective date of such amendment,except where application of such amendment to the terminated Participant or former Employee is required by statute,regulation or other guidance of general applicability.Where the provisions of the Plan are ambiguous as to the application of an amendment to a terminated Participant or former Employee,the Plan Administrator has the authority to make a final determination on the proper interpretation of the Plan. 15.05 Military Service.To the extent required under Code§414(u),an Employee who returns to employment with the Employer following a period of qualified military service will receive any contributions,benefits and service credit required under Code §414(u),provided the Employee satisfies all applicable requirements under the Code and regulations.In determining the amount of contributions under Code§414(u),Plan Compensation will be deemed to be the compensation the Employee would have received during the period while in military service based on the rate of pay the Employee would have received from the Employer but for the absence due to military leave.If the compensation the Employee would have received during the leave is not reasonably certain,Plan Compensation will be equal to the Employee's average compensation from the Employer during the twelve(12)month period immediately preceding the military leave or,if shorter,the Employee's actual period of employment with the Employer. (a) Death benefits under qualified military service.In the case of a Participant who dies while performing qualified military service(as defined in Code§414(u)),the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service)provided under the Plan as though the Participant resumed and then terminated employment on account of death.This provision is effective with respect to deaths occurring on or after January 1,2007. (b) Benefit accruals.if elected under AA§10-3,for benefit accrual purposes,the Plan will treat an individual who dies or becomes disabled(as defined under the terms of the Plan)while performing qualified military service(as defined in Code§414(u))with respect to the Employer,as if the individual has resumed employment in accordance with the individual's reemployment rights under the Uniformed Services Employment and Reemployment Rights Act (USERRA)on the day preceding death or disability(as the case may be)and terminated employment on the actual date of death or disability.This provision is effective with respect to deaths and disabilities occurring on or after January 1, 2007. (1) This subsection(b)shall apply only if all individuals performing qualified military service with respect to the Employer maintaining the plan who die or became disabled as a result of performing qualified military service prior to reemployment by the employer are credited with service and benefits on reasonably equivalent terms. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 67 Pre-Approved Governmental 457(b)Plan Section 15—Miscellaneous (2) The amount of employee contributions and the amount of elective deferrals of an individual treated as reemployed under this subsection(b)shall be determined on the basis of the individual's average actual employee contributions or elective deferrals for the lesser of: (i) the 12-month period of service with the Employer immediately prior to qualified military service,or (ii) if service with the Employer is less than such 12-month period,the actual length of continuous service with the Employer. (c) Plan distributions.Notwithstanding the provisions regarding the treatment of Differential Pay and if elected under AA §9-2(a),an individual may be treated as having a Severance from Employment during any period the individual is performing service in the Uniformed Services for purposes of receiving a Plan distribution under Code§457(d).If an individual elects to receive a distribution while on military leave,the individual may not make Salary Deferrals under the Plan during the 6-month period beginning on the date of the distribution. (d) Make-Up Contributions.A Participant who is reemployed following a qualified military leave shall have the right to make up any Salary Deferrals or After-Tax Employee Contributions to which such Participant would have been entitled but for the fact the Participant was on qualified military leave.The Employer will also make any Employer Contributions and Matching Contributions the Participant would have earned during the period of qualified military leave had the Participant remained employed during such period.The Employer will only be required to make Matching Contributions if the reemployed Participant makes up the underlying contributions that were eligible for the Matching Contributions. In determining the amount of Make-Up Contributions,a Participant may make under this subsection(d),a Participant will be treated as earning Plan Compensation during the period the Participant was on qualified military leave equal to: (1) the rate of pay the Participant would have received from the Employer during such period had the Participant not been on qualified military leave,or (2) if the Plan Compensation the Participant would have received during such period was not reasonably certain,the Participant's average Plan Compensation during the 12-month period immediately preceding the qualified military leave(or the entire period of employment,if shorter). If the Employer is required under this subsection(d)to make Employer Contributions for a reemployed Participant,the Employer must make such Employer Contributions not later than 90 days after the date of reemployment or the date the Employer Contributions are otherwise due for the year in which the military service was performed.For Salary Deferrals and After-Tax Employee Contributions,a Participant who is reemployed following a qualified military leave may make up such contributions during the period beginning on the date of reemployment and ending on the earlier of the date that is three times the length of the military service period or 5 years from the date of reemployment.Any required Matching Contributions must be made in the same manner as other Matching Contribution under the Plan following the Participant's contribution of the amounts eligible for the Matching Contributions. Any make up contributions under this subsection(d)are subject to the Code§457(b)Basic Annual Limit under Section 5 for the year for which the make-up contribution would have been made had the Participant not been on qualified military leave. 15.06 Annuitv Contracts.Any annuity contract distributed under the Plan must be nontransferable.In addition,the terms of any annuity contract purchased and distributed to a Participant or Beneficiary must comply with all requirements under this Plan. 15.07 Use of IRS compliance programs.Nothing in this Plan document should be construed to limit the availability of the IRS' compliance programs,An Employer may take whatever corrective actions are permitted under the IRS compliance programs, as is deemed appropriate by the Plan Administrator or Employer. 15.08 Governing Law.The provisions of this Plan shall be construed,administered,and enforced in accordance with the provisions of applicable Federal Law and,to the extent applicable,the laws of the state in which the Employer has its principal place of business.Alternatively,the Employer may designate the governing state law under AA§10-5. 15.09 Waiver of Notice.Any person entitled to a notice under the Plan may waive the right to receive such notice,to the extent such a waiver is not prohibited by law,regulation or other pronouncement. 15.10 Use of Electronic Media.The Plan Administrator may use telephonic or electronic media to satisfy any notice requirements required by this Plan,to the extent permissible under regulations(or other generally applicable guidance).In addition,a Cc Copyright 2023 Governmental 457(b)Basic Plan Document 68 Pre-Approved Governmental 457(b)Plan Section 15—Miscellaneous Participant's consent to immediate distribution may be provided through telephonic or electronic means,to the extent permissible under regulations(or other generally applicable guidance).The Plan Administrator also may use telephonic or electronic media to conduct plan transactions such as enrolling participants,making(and changing)salary reduction elections, electing(and changing)investment allocations,applying for Plan loans,and other transactions,to the extent permissible under regulations(or other generally applicable guidance). 15.11 Severabilitv of Provisions.In the event that any provision of this Plan shall be held to be illegal,invalid or unenforceable for any reason,the remaining provisions under the Plan shall be construed as if the illegal,invalid or unenforceable provisions had never been included in the Plan. 15.12 Binding Effect.The Plan,and all actions and decisions made thereunder,shall be binding upon all applicable parties,and their heirs,executors,administrators,successors and assigns. 15.13 Same-Sex Spouses.Effective June 26,2013,to the extent applicable to Governmental Plans,any Plan rule that applies because a Participant is married must be applied with respect to a Participant who is married to an individual of the same sex. See Notice 2015-86,Notice 2014-19,Rev.Rut.2013-17,and the decision in U.S.v Windsor,570 U.S. 12(2013).For example, under the required minimum distribution rules of Code§401(a)(9)and the rollover rules of Code§402(c),certain options are provided for a surviving spouse that are not available to a non-spouse beneficiary.These options must be provided to a same- sex spouse. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 69 Pre-Approved Governmental 457(b)Plan Section 16—Participating Employers SECTION 16 PARTICIPATING EMPLOYERS 16.01 Participation by Participating Emplovers.A Related Employer may elect to participate under this Plan by executing a Participating Employer Adoption Page.A Participating Employer may not contribute to this Plan unless it executes the Participating Employer Adoption Page. 16.02 Participating Employer Adoption Page. (a) At mlication of Plan provisions.By executing a Participating Employer Adoption Page,a Participating Employer adopts all the provisions of the Plan,including the elective choices made by the signatory Employer under the Adoption Agreement.The Participating Employer may elect under the Participating Employer Adoption Page to modify the elective provisions under the Adoption Agreement as they apply to the Participating Employer. (b) Plan amendments.In addition,unless provided otherwise under the Participating Employer Adoption Page,a Participating Employer is bound by any amendments made to the Plan in accordance with Section 14.01. (c) Trust Declaration.The Participating Employer agrees to use the same Trustee(s)as is designated on the Trust Declaration under the Agreement,except as provided in a separate agreement. 16.03 Compensation of Related Employers.In applying the provisions of this Plan,Total Compensation includes amounts earned with a Related Employer,regardless of whether such Related Employer executes a Participating Employer Adoption Page.The Employer may elect under AA§5-3(j)to exclude amounts earned with a Related Employer that does not execute a Participating Employer Adoption Page for purposes of determining an Employee's Plan Compensation. 16.04 Discontinuance of Participation by a Participating Employer.A Participating Employer may discontinue its participation under the Plan at any time.To document a Participating Employer's cessation of participation,the following procedures should be followed:(1)the Participating Employer should adopt a resolution that formally terminates active participation in the Plan as of a specified date,(2)the Employer that has executed the Employer Signature Page should re-execute such page,indicating an amendment by page substitution through the deletion of the Participating Employer Adoption Page executed by the withdrawing Participating Employer,and(3)the withdrawing Participating Employer should provide any notices to its Employees that are required by law.Discontinuance of participation means that no further benefits accrue after the effective date of such discontinuance with respect to employment with the withdrawing Participating Employer.The portion of the Plan attributable to the withdrawing Participating Employer may continue as a separate plan,under which benefits may continue to accrue,through the adoption by the Participating Employer of a successor plan(which may be created through the execution of a separate Adoption Agreement by the Participating Employer)or by spin-off of the portion of the Plan attributable to such Participating Employer followed by a merger or transfer into another existing plan,as specified in a merger or transfer agreement. 16.05 Operational Rules for Related EmWover Groups.If an Employer has one or more Related Employers,the Employer and such Related Employer(s)constitute a Related Employer group.In such case,the following rules apply to the operation of the Plan. (a) If the term"Employer"is used in the context of administrative functions necessary to the operation,establishment, maintenance,or termination of the Plan,only the Employer executing the Employer Signature Page under the Adoption Agreement,and any Related Employer executing a Participating Employer Adoption Page,is treated as the Employer. (b) Hours of Service are determined by treating all members of the Related Employer group as the Employer,except as specifically provided in the Plan. (e) The term Excluded Employee is determined by treating all members of the Related Employer group as the Employer, except as specifically provided in the Plan. (d) Compensation is determined by treating all members of the Related Employer group as the Employer,except as specifically provided in the Plan. (e) An Employee is not treated as terminated from employment if the Employee is employed by any member of the Related Employer group. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 70 Pre-Approved Governmental 457(b)Plan Section 16—Participating Employers In all other contexts,the term"Employer"generally means a reference to all members of the Related Employer group,unless the context requires otherwise.if the terms of the Plan are ambiguous with respect to the treatment of the Related Employer group as the Employer,the Plan Administrator has the authority to make a final determination on the proper interpretation of the Plan. Cc Copyright 2023 Governmental 457(b)Basic Plan Document 71 COUNTY OF MONROE BOARD OF COUNTY COMMISSIONERS 457(B) DEFERRED COMPENSATION PLAN 457(b) Governmental AA V2 Contract Number—0038329001 Plan Document Summary Prepared as of 4/9/2026 This Plan Document Summary("Summary")is intended to provide you with a high-level overview of the major features of your plan based on the most recently drafted plan document in our files.The Summary is not intended to replace your plan document or Summary Plan Description(SPD).If this Summary describes any provisions of your plan that have not been adopted(including provisions in an amendment to the plan that has not been signed),those provisions will not be operational until the plan or amendment has been signed and dated. Finally,if the provisions described in this Summary and the plan document or SPD conflict,the provisions of the plan document and SPD govern. EMPLOYER/PLAN INFORMATION INDEPENDENT CONTRACTORS:independent Contractors may not [AA '1/AA '2] participate in the Plan EFFECTIVE DATE OF PLAN: MINIMUM AGE AND SERVICE • Plan restatement effective:May 1,2026 INA§41 • Original effective date:September 22,1987 Deferrals ER Contributions Match EMPLOYER INFORMATION Name: County of Monroe Board of County Commissioners Minimum Age:None No Employer Contributions No match Address: Minimum Service: None PO Box 1980 Service Counting Key West,Florida 33041-1980 Method:Equivalency Phone: (305)292-3543 Method for Employees EIN: 59-6000749 for whom hourly records not maintained PLAN ADMINISTRATOR:Employer ENTRY DATES EMPLOYER TAX YEAR END:December 31 [AA 4-21 FICA REPLACEMENT PLAN:No Deferrals ER Contributions Match PLAN YEAR:Calendar Year Entry Dates:Immediate No Employer Contributions No match TRUSTEE:No Trustee.Plan is funded with custodial accounts,armuity contracts and/or insurance contracts. SALARY DEFERRALS [AA '6A] COMPENSATION AA .5 CATCH-UP CONTRIBUTIONS:Yes TOTAL COMPENSATION:W-2 Compensation ROTH CONTRIBUTIONS:Yes Deferrals ER Contributions Match iN-PLAN ROTH CONVERSIONS:Yes EMPLOYER CONTRIBUTIONS PLAN COMPENSATION: PLAN COMPENSATION: PLAN COMPENSATION: AA 6 No exclusions No Employer contributions No match COMPENSATION PERIOD:Plan Year NO EMPLOYER CONTRIBUTIONS COMPENSATION ONLY WHILE PARTICIPANT: MATCHING CONTRIBUTIONS No [AA§6BJ EXCLUDED EMPLOYEES NO MATCHING CONTRIBUTIONS [AA 3] RETIREMENT AGE AND DISTRIBUTIONS Deferrals ER Contributions Match [AA§7/AA§91 No excluded Employees No ER contributions No match NORMAL RETIREMENT AGE:Participant may designate a Normal Retirement Age that is between age 65 and 70''/z. NORMAL RETIREMENT AGE FOR QUALIFIED POLICE: Participant may designate a Normal Retirement Age that is between age 40 and 70 1/2. COUNTY OF MONROE BOARD OF COUNTY COMMISSIONERS 457(B)DEFERRED COMPENSATION PLAN 457(b)Governmental AA V2 0038329001 Plan Document Summary NORMAL RETIREMENT AGE FOR QUALIFIED ADMINISTRATIVE ELECTIONS FIREFIGHTERS:Participant may designate a Normal Retirement Age [APPENDIX C1 that is between age 40 and 70%. ROLLOVERS:Yes PERMISSIBLE DISTRIBUTION EVENTS: DEFAULT QDRO PROCEDURES APPLY:No Deferrals ER Contributions Match • Age 59 1/2 No Employer Contributions No Matching Contributions PARTICIPANT DIRECTION:Allowed from all Accounts Unforeseeable Emergency Qualified Birth or Adoption Domestic Abuse Qualified Disaster Recovery LIMITATIONS ON IN-SERVICE DISTRIBUTIONS: • Participant may not take a distribution after termination of employment for: o Unforeseeable Emergency Distributions DISTRIBUTIONS OF SMALLER AMOUNTS: • Participant may receive distribution of smaller amounts as described under the Plan FORM OF DISTRIBUTION UPON TERMINATION: • Lump sum • Partial lump sum • Installments for requirement minimum distributions only • Repetitive Payments TIMING OF DISTRIBUTIONS:Within a reasonable time following an event,such as termination INVOLUNTARY CASH-OUT THRESHOLD:$7,000 AUTOMATIC ROLLOVER RULES:Do not apply to Cash-Outs less than$1,000 SPOUSAL CONSENT:Not required under the Plan BENEFICIARY PROVISIONS:To the extent a Beneficiary has not been named by the Participant to receive all of any portion of the deceased Participants death benefit,such amount shall be distributed to the Participants surviving Spouse.If the Participant does not have a surviving Spouse,distribution will be made to the Participants surviving children (including legally adopted children,but not including step-children)in equal shares by right of representation(one share for each surviving child and one share for each child who predeceases the Participant with living deseendants),Ifthe Participant has no surviving children,distribution will be made to the Participants surviving parents in equal shares. if the Participant has no surviving parents,distribution will be made to the Participants estate. DIVORCE OF SPOUSE:if the Participant and Spouse are divorced,the designation of the Spouse as Beneficiary under the Plan will be automatically rescinded MISCELLANEOUS PROVISIONS JAA§101 Deferrals ER Contributions Match VALUATION DATE: VALUATION DATE:No VALUATION DATE:No Daily ER contributions match LOAN POLICY [APPENDIX B] LOANS:Permitted Prepared as of April 9,2026 Page 2