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Backup Documents 07/13/2021 Item #16E 8 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 E 8 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 7 13/2I 2. County Attorney Office County Attorney Office / 7/,,A1 4. BCC Office Board of County `�1 Commissioners cJl 4. Minutes and Records Clerk of Court's Office qidOkit 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was July 13th,2021 Agenda Item Number +6 1 I (1.E Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 20-7772 UNITED DATA number if document is UNITED DATA TECHNOLOGIES, to be recorded TECHNOLOGIES, INC INC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 07/13/2021 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County _ an option for Attorney's Office has reviewed the changes,if applicable. line. .. 9. Initials of attorney verifying that the attached document is the version approved by the is not BCC,all changes directed by the BCC have been made,and the document is ready for the j) ' ption for Chairman's signature. '� ti this�line. . - agement 16E8 MEMORANDUM Date: July 20, 2021 To: Jessica Suarez, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Agreement #20-7772 "Audio Video Equipment for Four EMS Training Rooms" Contractor: United Data Technologies, Inc. Attached for your records is a scanned copy of the referenced document above, (Item #16E8) adopted by the Board of County Commissioners on Tuesday, July 13, 2021. The Board's Minutes & Records Department has kept the original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 16E8 GENERAL SERVICE AGREEMENT # 20-7772 for Audio Video Equipment for Four EMS Training Rooms THIS AGREEMENT, made and entered into on this 13414 day of \,� 20 21 , by and between United Data Technologies, Inc. authorized to do business in the State of Florida, whose business address is 2900 Monarch Lakes Blvd #300, Miramar, FL 33027 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1 . AGREEMENT TERM. The Agreement shall be for a three (3 )year period, commencing i11 upon the date of Board approval or upon , and terminating three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I Request for Proposal (RFP) n Othcr ( )# 20-7772 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. I The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 17 General Service Agreement#20I7-003(Ver.I) 16E8 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. estimated maximum amount of ($ ), at n The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County's Contract Administrative Agent/County Project Manager or his designee pursuant to the fees as set forth in Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), Section 4.1. I The County shall pay the Contractor for the performance of this Agreement estimated maximum amount of ($ , Prompt Payment Act". 4.1 Price Methodology (as selected below): n Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Page 2 of 17 General Service Agreement#2017-003(Ver.I) Cq 1 6 E8 I , w t documentation for the project. ■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4,4 I-aa d--Re+na-1944sa4ale ExpeRses-rest efises shall 3e-= wed as per Section 112.061 Fla. Stats. +wag-ram Mileage $0-44.5-.per mile l ceaeakfaet $6-99 Lunch $44 QQ .Biaeer $4-9.00 Airfare Actual ticket cost limited to tourist or coach clace fare Rental car standard size vehicle:, Lecigifig Parking Actual cost of parking Page 3 of 17 General Service Agreement#2017-003(Ver.I) 1 6 E8 Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: United Data Technologies, Inc. Address: 2900 Monarch Lakes Blvd #300 Miramar, FL 33027 Authorized Agent: Attention Name & Title: Antolin Cossio, VP of SLED Telephone: (800) 882-9919 E-Mail(s): Tcossio@udtonline.com / legalsupport All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Tabatha Butcher Division Name: Emergency Medical Services Address: 8075 Lely Cultural Parkway, Suite 267 Naples, Florida 34113 Administrative Agent/PM: Erin Page, Accounting Supervisor Telephone: (239) 252-3756 E-Mail(s): Erin.CookAcolliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. Page 4 of 17 General Service Agreement#2017-003(Ver.I) 16E8 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11 . NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability Page 5 of 17 General Service Agreement#2017-003(Ver.1) 16E8 and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. mess Awe ' ' h''.�**°** Geevecage & agl 'have 1141414:13-6144a of C. ICJ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. 8- r- e--ens&*e-its--fegal this insurance. Such insurance shall have limits of not less than $ each nvcron Re,r-61a4m Fn • liimits of$ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. Page 6 of 17 General Service Agreement#2017-003(Ver.I) 'AO 16E8 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Emergency Medical Services Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, • RFP/ 1-T-8/ Other #20-7772 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes, and • Other Exhibit/Attachment: Exhibit C- Grant Certifications & Assurances Exhibit D- ThinkSimple, Inc. Customer Care Service Agreement & Software License . 17. APPLICABILITY. Sections corresponding to any checked box (1111) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. Page 7 of 17 General Service Agreement#2017-003(Ver.1) CAo 16E8 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311 . Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: 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: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 The Contractor must specifically comply with the Florida Public Records Law to: 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. Page 8 of 17 General Service Agreement#2017-003(Ver.1) 16E8 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. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. Page 9 of 17 General Service Agreement l2017-003(Ver.1) 16E8 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. ■ WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. • TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. rite to replace such lo: or damage shall be deducted from any amounts due to Contractor. Page 10 of 17 General Service Agreement#2017-003(Ver.I) CAO 1 6E8 e4- y-wi t • 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31 . ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 11 of 17 General Service Agreement#2017-003(Ver.1) C 16E8 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. KEY PERSONNEL. The Contracts ''s-persenel-and-Fna+4agencren-t-to-be--utilized--fer this-pf8j fity+esery s--the r- I-assign as-Fnar4y-pesple-as-+Iesessafy-ta-samplete-the-seFvlses-aFF.a-ti4cnely-laasis7and-eash-persso e-rega+reel--sefvise a4i4iees-a Fe met: (1) Proposed replacements have substantially the same or better qualifications e- persenaet n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. mertg the terrr4s sad take precedence. n ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its Page 12 of 17 General Service Agreement#2017-003(Ver.1) 16E8 assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. I ief-Ge y-are I+oa ile aisible-#ef use--lnjufy-e+ Collier County Government has authorized the Occupational Safety and Health , Safety (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement 42017-003(Ver,1) 16E8 IN WITNESS WHEREOF. the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER O TY, FLORIDA Crystal K,.lirlfze „ kit*of Court & p (.1 , Pe ny Taylor Chair Dated:;,, T I101/S (SW hest as to Chairman's Contractor's' ssegnLy` United Data Technologies, Inc. Contractor By: C ra tor's First Witne Signa 3-PS O 5 1)-Pi I IL- 14.5.S TType/print signature-and title" "i'Typ: print witn- s name Coo:ctors Second Witness 1al� ��GY�ct 'Type/print witness name Appr e as to F m d Legality: 616 ______ ,LCounty Attorney .r Print ^,end 13 2 Gate Date 24, 2I F. 1iec d Page 14 of 17 General Service Agreement 42017-003(Ver I it 16E8 Exhibit A Scope of Services • following this page (pages 1 through 3 ) I this exhibit is not applicable Page 1.5 of 17 General Service Agreement#2017-003(Ver.1) CAO RFP# 20-7772 1 6 E O "Audio, Video Equipment for four EMS Training Rooms" EXHIBIT A BACKGROUND The EMS Training Department uses four training rooms to teach a variety of classes to include quarterly Medical Director's in-services for 200-300 Emergency Medical Services (EMS) and fire personnel. We also use these rooms to host the Phoenix Awards Ceremonies, promotional ceremonies, and host several meetings with outside agencies. Other County agencies such as EMS use these rooms to teach FEMA classes, dispatching classes and quarterly meetings conducted by Collier County Sheriff's Office (CCSO). The square footage of the four training rooms are as follows: Room A: 603 square feet Room B: 620 square feet Room C: 577 square feet Room D: 609 square feet Total for all four rooms: 2409 square feet The building was built in 2009 and the audio/video equipment was purchased prior to the completion of the building. Several components have failed, and the technology is no longer manufactured and cannot be switched out/replaced with the same. The whole system is out of warranty and needs to be upgraded. SCOPE OF SERVICES See Attached Specifications for the layout and the Parts List for the requested equipment. Collier County EMS is looking for upgraded AV Equipment to be purchased, installed and maintained/supported. Equipment purchased will need to be covered under manufacturer warranty. The AV Equipment must meet or exceed the installation specifications as well as the following minimum requirements: • Audio and video recording in all rooms, preferably screen and lecture capture and/or split screen or picture in picture. • Have the ability for room A to be replicated in just A or A, B, or A,B,C or A, B, C, D or independently from each other while other sources are being utilized on other rooms. • Connected computers (Windows, Apple, Mac) should be able to be seen on a projector and on monitors simultaneously. • The Doc Camera should have the ability to be viewed on a projector and monitors, as well as have the ability to record. • Cameras should have the ability to broadcast live images to individuals who are not in the building to be used in a webinar or live chat. • Equipment should have the ability to be hardwired, be wireless and have internet connection ability. Warranty: provide a warranty for all labor, materials, installation for a period of one (1) year after acceptance by Collier County. Maintenance and support: provide an annual technical and maintenance support agreement. The maintenance agreement will not commence until the application has been placed in production and accepted by the County in writing.The maintenance agreement must provide ongoing system support and maintenance, including upgrades, bug fixes and patches, and other technical support necessary for County staff to operate the solution. Page 1 of 2 Exhibit A-Scope of Services Architectural Diagram: Upon completion of the upgrades a final architectural diagram of the completed upgrades must be provided to Collier County EMS. SPECIFICATIONS TO FOLLOW THIS PAGE Page 2 of 2 Exhibit A-Scope of Services CAO 16E8 9A y y£ Y§' AFE 1" gR gf "a q gt p iL $ 3 yoa m i 2'o <z 8<. a'we ^v c 84 m o 33 8 3 N`<Szu° o/.1.g. s1�C8 x $�`8 No m H N 3o8C8 + *� Edg3 'm AC F x 0'i 3 �o a A c"d i3a0 8 m �� 1v MU m-yna. �,_2 12.a -p m; a� vo "a z� &`gym 0..8. 0. r , omd N= ° }�3 f c "m A"O� N a tOi o B d<Q >i 3 a A y- A 4 a 9 E << j.0.. °'a �a ill, WIA DAcoy gig i? a R 0 1° o m 3,'o n O Vp- 0 F B °3° „, 2s� a S32Ra teem dui0= '�m 02.,25 F n7aqog mm 3 Q 3'&p,m _�igg Dvg c?lik ?'i8" g°o"o Nat � ' 2.vcv RI _ tiHIi o _/1 'n 2 3 o d o3,L1 gIj - V na v w o _ 3aaF �+ � R-vNo �� o��a o00 z �.. v �F �„ g3c3 'ms' 2ii u og;s ./. mog g ry- -7i Y< xl N D 3 FFF O N mp 5a $ EE a E. U 2 m m 8 m�vcv vm 3No < <. o=6c2-4§6.,\ q m _ `�,Ai l S xc� m� 7a 3aS$ z yoN 2-1''Ro 54 .5. FFO,j 3 Ja msC1� o-9 8 ail' u a" D o R\ 8 m,C) 3 VW' n 3a9 q o f v 3 m g'e ,ate„. Q▪m E 3 E^3 8'i ap m o d 21; o m N m - '� s n 0 .- , 7.g1:p81 ,vN.Eg ~..n 0 4 2 0 $3 m$,,g;S R l 1 Tv!§ 3RX • °S a 9°I. S T m CAO m 8 3 g. v 16E8 Exhibit B Fee Schedule ■I following this page (pages 1 through 3 ) I this exhibit is not applicable Page 16 of 17 General Service Agreement#2017-003(Ver.I) CAO RFP# "Audio Video Equipment for four EMS Training Rooms" 16E8 EXHIBIT B FEE SCHEDULE 1. Annual Technical Maintenance and Support Fee: Item# Descrr tron m • 1 Premier Plan Support-1 Year AV-SC 1 $1,603.84 $1,603.84 2 Premier Plan Support-2 Year AV-SC 1 $1,603.84 $1,603.84 3 Premier Plan Support-3 Year AV-SC 1 $1,603.84 $1,603.84 The Contractor agrees to extend the discounted annual rate of$1,603.84 with option to renew for two renewal periods allowed under the Agreement. 2. Equipment Purchase: TOTAL$67,214.55 AV Equipment Room *1 AV-HW-SC Crestron CP4 $1,333.33 1 $1,333.33 Mfr:UDT *2 AV-HW-SC Crestron DM-NVX-351 $1,222.22 5 $6,111.10 Mfr: UDT *3 AV-HW-SC Crestron AMP-2100-70 $641.67 2 $1,283.34 Mfr: UDT *4 AV-HW-SC Core 110f-WI Software Licenses $3,111.11 1 $3,111.11 Mfr:UDT *5 SG350-52P-K9-NA Cisco SG350-52P 52-Port Gigabit PoE Managed Switch $1,125.00 1 $1,125.00 -52 Network-Manageable- Twisted Pair-3 Layer Supported-Desktop,Rack- mountable-Lifetime Limited Warranty -TAA Compliance Mfr:CISCO SYSTEMS,INC UNSPSC:43222612 *6 CON-SNT-SG35052S Cisco Smart Net Total Care-Service-8 x 5 Next $119.40 3 $358.20 Business Day-Exchange-Electronic and Physical Service-TM Compliance Mfr:CISCO SYSTEMS,INC UNSPSC: 81111812 7 CS-KITP60-K9 Cisco Presentation/Collaboration Kit-TAA Compliance $6,500.14 1 $6,500.14 Mfr:CISCO SYSTEMS,INC UNSPSC:43211612 8 CON-ECDN- Cisco Embedded Service Switch(ESS)-Service-8 x 5 $1,161.78 1 $1,161.78 CSKITP60 Next Business Day-Technical- Electronic Service-TM Compliance Mfr:CISCO SYSTEMS,INC UNSPSC: 81111812 Notes: 12 Months Page 1 of 3 Exhibit B- Fee Schedule 0 16E8 9 CTS-CAM60-BRKT Cisco Mounting Bracket for Video Conferencing Camera $97.57 1 $97.57 Mfr:CISCO SYSTEMS,INC UNSPSC:31162313 10 CS-KITPLUS-WMK Cisco Wall Mount for Video Conferencing System-TAA $77.67 1 $77.67 Compliance Mfr:CISCO SYSTEMS,INC UNSPSC: 31162313 *11 AV-HW-SC WattBox KIT-WB-700-IPV-12 $496.13 1 $496.13 Mfr:UDT *12 AV-HW-SC WattBox WB-OVRC-UPS-1100-1 $516.47 . 1 $516.47 Mfr:UDT *13 AV-HW-SC Apple MQD22LUA $218.78 2 $437.56 Mfr: UOT *14 AV-HW-SC Crestron AM-200 $1,100.00 2 $2,200.00 Mfr:UDT *15 AV-HW-SC HD-EXT3 $611.11 1 $611.11 Mfr: UDT Group Total $ 25,420.51 *tax exempted part(s) Mfr.Part ,Description Meeting Space 1 *16 AV-HW-SC Crestron DM-NVX-350 $1,100.00 2 $2,200.00 Mfr:UDT *17 AV-HW-SC AJA Helo $1,222.22 1 $1,222.22 Mfr:UDT *18 AV-HW-SC Crestron TSW-1060 w/Table Top Kit $1,666.67 1 $1,666.67 Mfr: UDT *19 AV-HW-SC SLXD Mic Kit w/Handheld&Lay $888.89 1 $888.89 Mfr:UDT Group Total $5,977.78 Meeting Space 2 *20 AV-HW-SC Samsung QB55R $707.08 2 $1,414.16 Mfr: UDT *21 AV-HW-SC Chief Polemount Hardware $458.47 2 $916.94 Mfr: UDT *22 AV-HW-SC Crestron DM-NVX-350 $1,100.00 2 $2,200.00 Mfr: UDT *23 AV-HW-SC Crestron TSW-760-W-S $855.56 1 $855.56 Mfr: UDT Group Total $5,386.66 Meeting Space 3 *24 AV-HW-SC Samsung QB55R $707.08 2 $1,414.16 Mfr: UDT *25 AV-HW-SC Chief Polemount Hardware $458.47 2 $916.94 Mfr: UDT *26 AV-HW-SC Crestron DM-NVX-350 $1,100.00 2 $2,200.00 Mfr: UDT Page 2 of 3 Exhibit B- Fee Schedule CAO 16E8 *27 AV-HW-SC Crestron TSW-760-W-S $855.56 1 $855.56 Mfr: UDT Group Total $5,386.66 Meeting Space 4 *28 AV-HW-SC Samsung QB55R $707.08 2 $1,414.16 Mfr: UDT *29 AV-HW-SC Chief Polemount Hardware $458.47 2 $916.94 Mfr: UDT *30 AV-HW-SC Crestron DM-NVX-350 $ 1,100.00 2 $2,200.00 Mfr: UDT *31 AV-HW-SC Crestron TSW-760-W-S $855.56 1 $855.56 Mfr: UDT Group Total $5,386.66 MISC *32 AV-HW-SC Belden CAT6 Cables $0.34 2500 $850.00 Mfr: UDT • *33 AV-HW-SC Misc. Hardware $888.89 1 $888.89 Mfr: UDT Group Total $1,738.89 Equipment Installation in all Rooms *34 AV-SC Equipment Installation in all Rooms $17,222.22 1 $17,222.22 Mfr: UDT *35 Freight Services-B FREIGHT SVCS-DOCS/PACKAGING/SHIP- $695.17 1 $695.17 BILLABLE Mfr: UNITED DATA TECHNOLOGIES Group Total $17,917.39 *tax exempted part(s) LINE ITEMS 1-35 Total: $67,214.55 Page 3 of 3 Exhibit B- Fee Schedule 16E8 Other Exhibit/Attachment Exhibit C- Grant Certifications and Assurances (5-pages) Exhibit D- Customer Care Service Agreement & Software License Description: Agreement (15-pages) litfollowing this page (pages 1 through 20 ) this exhibit is not applicable Page 17 of 17 General Service Agreement#2017-003(Ver,1) 1 6 E 8 - EXHIBIT C Grant Certifications & Assurances to follow this page 16E8 EXHIBIT 1 B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE GCA-2 Certification Regarding Debarment, Suspension,and Other Responsibility Matters- Primary GCA Covered Transactions GCA-3 Conflict of Interest GCA-4 Anticipated DBE, M/WBE or VETERAN Participation Statement GCA-5 Acknowledgement of Grant Terms and Conditions GCA - 1 Collier County Solicitation 20-7772 16E8 EXHIBIT 1 B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension,and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Antolin Cossio Name Project Name VP of SLED Title Project Number United Data Technologies, Inc. 65-0566138 Firm Tax ID Number 93-364-0682 DUNS Number 2900 Monarch Lakes Blvd #300, Miramar, FL 33027 Street Address, City, State, Zip Antolin Cossio(Jun 12,2020 21:00 EDT) Signature GCA - 2 5/18/2020 7:30 AM CA() P.34 Collier County 1 6 E 8 Solicitation 20-7772 EXHIBIT 1 B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 20-7772 Collier County Solicitation No. Antolin Cossio , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by,the conduct of this matter. Antolin Cossio �h��IHCOff%0 Name Signature VP of SLED 06/12/2020 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA - 3 5/18/2020 7:30 AM p.35 Collier County Solicitation 0- 2 8 COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifable statuses will require the Vendor/Prime Contractor to either provide a revised statement or provide source documentation that validates a status. Contractor means an entity that receives a contract. A. VENDOR/PRIME CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT United Data Technologies, Inc. 65-0566138 I5THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN? Y NQ IS THE ACTIVITY OF THIS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE DBE? Y ON CONSTRUCTION? Y (DBE/MBE/WBE)? OR HAVE A SMALL DISADVANTAGED �� BUSINESS 8A CERTIFICATION FROM THE SMALL BUSINESS MBE? li' . N CONSULTATION? Y ON ADMINISTRATION? OR A SERVICE DISABLED VETERAN? WBE? Y ® OTHER? © N SDB 8A? Y N� IS THIS SUBMISSION A REVISION? Y N IIF YES,REVISION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE,MBE,WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VET,SMBBA NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER United Data Technologies, Inc. 12/17/2020 VP of SLED EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER Tcossio@udtonline.com 954-308-5100 954-432-5203 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. ETkNtCttY CODE Black American BA Hispanic American HA Native American NA Subcont.Asian American SAA Aslan-PaclficAmerican APA Non-Minority Women NMW Other;not of any other group listed O D. SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COLLIER CONTRACT#(IFB/RFP or PO/REQ) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE 5/18/2020 7:30 AM GCA-4 p.36 Collier County Solicitation 20-7772 E EXHIBIT I B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name United Data Technologies, Inc. Date 06/12/2020 COff/D Authorized Signature Antolin Cossio(Jun 12,2020 21.00 EDT' Address 2900 Monarch Lakes Blvd #300, Miramar, FL 33027 Solicitation/Contract# 20-7772 GCA - 5 5/18/2020 7:30 AM p.37 16E8 Exhibit D Customer Care Service Agreement & Software License Agreement to follow this page 16E8 EXHIBIT D CUSTOMER CARE SERVICE AGREEMENT 1. Applicability of these Terms and Conditions. Except as expressly set forth below or as otherwise set forth in that certain General Services Agreement #20-7772 for Audio Video Equipment for Four EMS Training Rooms between United Data Technologies, Inc. ("UDT") and Collier County, Florida ("Customer") dated , 2021 (the "Base Agreement"), these Think Simple, LLC. (ThinkSimple) Customer Care Service Terms and Conditions together with the terms and conditions in the applicable ThinkSimple Service Program (collectively, the "Terms and Conditions") set forth the terms and conditions pursuant to which Think Simple, LLC,as a subcontractor to UDT,will provide Services to end user customers of ThinkSimple Products based upon such ThinkSimple Service Programs which Customer has purchased through UDT. UDT, Customer and ThinkSimple shall be collectively referred to as the "Parties." 2. Definitions. Terms and Conditions: The following terms shall have the following meanings: 2.1. "Products" means equipment and software generally made available in the marketplace. 2.2. "Manufacturer" means an entity that produces equipment and/or Software. 2.3. "Services" means the ThinkSimple or any subcontractor branded services provided under a relevant Service Program. 2.4. "Software" means programs or applications developed, installed or released by the manufacturer or third-party integrator to control the function of a device, feature or function. 2.5. "Software Options" means optional functionality or features of Software that may be selected at the time of purchase or at a later time, and for which ThinkSimple or Manufacturer charges separately. 2.6. "Update" means Software for which ThinkSimple or the Manufacturer has provided fixes or minor revisions to correct errors or defects in the existing operation of the Software in accordance with the published Product specifications, and which is limited to those updates that ThinkSimple or Manufacturer generally provides to support Services customers at no charge. Updates do not include Upgrades or Software Options. 2.7. "Upgrade"means new releases of the Software which contains enhancements improving the functionality or capabilities of the Software,which ThinkSimple or Manufacturer may make available to support Services customers. Upgrades do not include Software Options. Page 1 of 15 16E8 . 3. Covered Services • Essential - provides remote technical phone support services, facilitation of manufacturer repair or replacement programs, and access to manufacturer published software updates and upgrades for covered assets. Also includes access to an online portal for incident reporting and annual business reviews. Remote technical phone support services are available 7x24. • Standard - provides remote technical phone support services, facilitation of manufacturer repair or replacement programs with onsite Field Technician dispatch, and access to manufacturer published software updates and upgrades for covered assets. Also includes access to an online portal for incident reporting and annual business reviews. Remote technical phone support services are available 7x24. Onsite Field Technician dispatch are available Monday through Friday from 8 AM to 5 PM local standard time excluding Think Simple published holidays. • Premier- provides advanced support services for all covered assets including 7x24 remote technical phone support services, assigned Customer Service Manager, direct access to phone support services, proactive version control, configuration change management support, equipment re-location support, advanced account reporting, quarterly account reviews and up to five (5) hours of annual customer training for covered assets. Requires all covered assets be covered as part of the Customer Care Exclusive program. Underlying Maintenance support may vary in Service Level by location. Onsite Field Technician dispatch are available Monday through Friday from 8 AM to 5 PM local standard time excluding Think Simple published holidays. • Preventative Maintenance - provides scheduled onsite Field Technicians to perform operational health testing of covered assets, routine maintenance tasks such as cleaning, alignment adjustments, log reviews,and remediation of identified problems.Consumables such as filters, bulbs and batteries will be replaced and chargeable at additional fee. Preventative Maintenance visits are scheduled Monday through Friday from 8 AM to 5 PM local standard time excluding Think Simple published holidays according to the following schedule based on the number of Preventative Maintenance visits elected: ■ Quantity 4—Quarterly visits—scheduled in 3 month intervals • Quantity 2—Bi-Annual visits—scheduled in 6 month intervals • Quantity 1—Annual visit—scheduled anytime within the contract term Unscheduled Preventative Maintenance visits expire 30 days into the next scheduled interval within the contract term. Unscheduled annual visits expire at contract expiration. Page 2 of 15 16E8 4. Services; Orders. Customer has purchased the Premier Plan Support Service Program as set forth in Exhibit B to the Base Agreement with UDT. Please note that only those Products applicable to Exhibit B will be covered by the Premier Service Programs under these Terms and Conditions. Any optional services for a Services Program available to Customers for an additional fee will be invoiced separately with payment terms as specified within such Service Program. 5. Service Period. These Terms and Conditions , shall commence on the date UDT and Customer enter into the Base Agreement #20-7772, and shall continue for three (3) years under the Base Agreement (the "Initial Service Period") , or such other period of time as specified and accepted by the Parties, and shall renew simultaneously with the Base Agreement. Prior to the commencement of any successive renewal period, ThinkSimple and UDT reserve the right to increase the price of the applicable Service Program for the duration of the successive renewal term in an amount not to exceed five(5%) percent of the price for the then- current service period. In the event the price increase exceeds five (5%) percent,ThinkSimple and UDT shall issue a new quote to Customer for approval prior to the commencement of the successive renewal period. 6. Service Activation. For new equipment purchase: Service coverage will begin 30 days from the date of shipment from the manufacturer's warehouse or upon installation,whichever is sooner unless otherwise specified. For existing equipment coverage: Service coverage will begin immediately upon receipt of an authorized order or payment in full. If equipment was not under a ThinkSimple or manufacturer's support contract for an extended period of time, a recertification fee and / or inspection of the equipment may be required prior to being able to support or being able to receive manufacturer support and replacement parts / software for the equipment. The recertification costs and any repairs required to certify a room and / or to meet the manufacturer specifications is the responsibility of the customer and are not covered hereunder unless specifically noted in the Service Program. 7. Services Availability. Remote Technical Phone Support Services will be provided on a 7x24x365 basis. Onsite Field Technician Dispatch Services: Unless otherwise provided in any Service Program, Services will be provided Monday through Friday from 8 AM to 5 PM local standard time excluding Page 3 of 15 0 16E8 ThinkSimple published holidays. 8. Software Updates, Upgrades and Options. For Software covered under a Service Program, Customer will receive Updates and / or Upgrades as specified in the applicable Service Program description. For the latest Updates and Upgrades available for Customer Software, if any, please contact the ThinkSimple Help Desk. Updates are provided on a fix or fail basis. That is, to obtain an available Update the customer must call ThinkSimple to report a specific customer product failure (identified by Product serial number) exhibiting a problem, which the Update corrects. ThinkSimple will configure the Update according to the Software record of the registered Product. 9. Replacement Parts. Replacement parts provided pursuant to a Service Program will be either new parts or parts equivalent in performance to new parts when used with the Product, and are warranted for ninety (90) days from shipment or the remainder of the initial warranty period, whichever is longer. Parts removed from Products for replacement will become the property of ThinkSimple or the Manufacturer, and if replaced by the Customer must be received back to the local ThinkSimple service facility (as the same is listed on the pre-addressed return package provided by ThinkSimple) within five (5) business days of receipt of the replacement part, or Customer will be invoiced the full list price for the replaced part. 9.1. Warranty Parts Repair/Replacement:Some equipment may be repairable or replaced at no charge under the manufacturer's Warranty policy. Labor for onsite installation of parts covered under manufacturer warranty may be subject to Time and Material labor fees, which will be quoted prior to the commencement of any such work.The ThinkSimple Help Desk will assist the customer to arrange return of the defective equipment to the manufacturer for service/replacement. 9.2. Advanced Parts Replacement: Specific to videoconferencing equipment available with advanced parts replacement from the manufacturer;some equipment may be eligible for an Advanced Replacement program. In these instances, upon determination of a part requiring replacement by the ThinkSimple Help Desk technician, a replacement part will be delivered to the customer location. Return of the defective product is required by the Customer under the conditions defined under the Terms and Conditions of Service. 10. Service Level Agreement. ThinkSimple will provide an Average Speed of Answer(ASA) of 60 seconds for support calls placed to its help desk Monday through Friday, 8 AM to 5 PM local standard time excluding ThinkSimple published holidays. ThinkSimple will respond to new service requests made via email or web portal within four (4) hours with case assignment notification Monday through Friday, 8 AM to 5 PM local Page 4 of 15 standard time excluding ThinkSimple published holidays. 1 6 E 8 When applicable, ThinkSimple will provide a two (2) business day onsite response pursuant to the ThinkSimple Help Desk's determination that a dispatch is required for incident remediation. This service level may be impacted by room availability and the requirement for replacement parts. All onsite activity will be scheduled Monday through Friday, 8 AM to 5 PM local standard time excluding ThinkSimple published holidays. When a case is opened, the Help Desk will classify the case in accordance with the following incident priority classifications: P1: Critical—System outage equipment or room system fully non-functional P2: Major—System impaired but operational quality or features diminished P3: Minor—System operational with acceptable quality features are diminished P4: Informational—End User "How To" inquiry, request for configuration modification 11. Service Program Exclusions. Unless otherwise specified, Service Programs do not cover any of the following: (i) electrical work and / or in-house cabling external to the Product; (ii) repair or replacement of Product resulting from causes external to the Product, including disaster, fire, flood, earthquake, tornado accident, neglect, misuse, vandalism, water, corrosion, power surges, unconditioned or fluctuating power, lightning, customer-provided network,or failure of the installation site to conform to manufacturer specifications; or resulting from use of the Product for other than intended purposes; or resulting from use of the Product with items not provided or approved by ThinkSimple; or resulting from the performance of maintenance or the attempted repair of an item of a Product by persons other than ThinkSimple employees or persons authorized by ThinkSimple;(iii) repair or replacement of Product excluded by or no longer covered by the Product manufacturer's repair and replacement program; (iv)furnishing supplies or accessories including consumables such as projection lamps, bulbs,filters, fuses, batteries and the labor to replace these items, or painting or refinishing the Product; (v) Services in connection with the relocation of the Product, or the addition or removal of items of equipment or parts, attachments, features, from or to other devices not furnished by ThinkSimple including facilitation of customer spare or loaner equipment, including communications devices, video devices, audio devices, networks or links; (vi) damage to displays caused by screen burnout or image "burn-in"; (vii) Replacement and / or general support for manufacturer-specified end of life products after ThinkSimple has informed Customer of such change in status and pro-rated remaining portion of relative cost for such pertinent products; (viii) Services in connection with computer viruses or conflicts involving software that is not installed or introduced by ThinkSimple including coverage for "OFE" (Owner Furnished Equipment) unless specifically listed as covered equipment or devices not installed by ThinkSimple and not specifically covered under this agreement. Page 5 of 15 16E8 12. Charges and Payment Terms Payment terms are as set forth in the Base Agreement at Exhibit B. 13. Termination Termination of these services will follow the provisions of the Base Agreement. ThinkSimple reserves the right to modify available Service Programs at any time in its sole discretion; provided, that any such modifications will not affect any Service Programs already ordered by Customer. 14. Customer Obligations. 14.1. Customer shall have the continuing obligation to keep all Products under a Maintenance Service Program at either the then-current Software version or previous major Software version release. 14.2. Software updates and upgrades are the responsibility of the customer.Assistance may be requested from the ThinkSimple Help Desk to gain access to the software or if issues are encountered. Software updates do not mandate an onsite service call. 14.3. Customer is required to assist the ThinkSimple Help Desk technician with the remote diagnosis of the reported problem to help determine the cause of the problem. Parts replacement and onsite service may not become available until the ThinkSimple Help Desk is provided the appropriate information or support to diagnose the problem. 14.4. Remote access to the equipment for the purposes of diagnostics prior to technician dispatch is required. If remote access is not provided, delays may be experienced in the diagnosis and repair of the equipment. 14.5. If applicable, Customer will provide ThinkSimple personnel with access to the Products and adequate working space (including heat, light, ventilation, electric current and outlets)at no charge to ThinkSimple.All Customer environments must be free from all risks to health and safety (except to the extent notified to ThinkSimple in writing and specifically accepted in writing by ThinkSimple). 14.6. If applicable,Customer will maintain,at Customer expense,the installation site and provide the necessary utility services for use ofthe Product in accordance with the Manufacturer's applicable published specifications. 14.7. Customer will be responsible for furnishing supplies or accessories including consumables such as projection lamps, bulbs, filters, fuses, batteries, and the labor to replace these items, or painting or refinishing the Product. 14.8. Customer will be responsible for payment of Repairs and Services that are not covered under the selected coverage under the service agreement,subject to a quote provided by UDT, and approved by Customer, for ThinkSimple's services to be provided on a Time and Material Basis in accordance with the ThinkSimple standard published labor rates and material charges. Page 6 of 15 16E8 14.9. Equipment Operation and Alteration:The customer may not alter, repair,or modify the covered equipment except as expressly directed by ThinkSimple service personnel.The customer must operate the equipment as detailed in the user operations manual provided by the manufacturer with the covered equipment.The customer may not add equipment, components, wiring or other parts to the covered equipment without written notification to and acceptance by ThinkSimple. 14.10. ThinkSimple strongly recommends that Customer install and use a current, reputable anti-virus program in connection with any PC-based, open- architecture Product, and that Customer regularly update and run such anti-virus program, especially in connection with the emergence of any new viruses and/or 'worms'. Repair or restoration of any Product damaged or'infected' by viruses is not covered under these Terms and Conditions or the Service Programs. 14.11. Customer is solely responsible for backing up Customer data. ThinkSimple will not under any circumstances have a duty to back up Customer data or to restore data that is lost in the course of ThinkSimple's provision of Services, or otherwise. ThinkSimple will not be liable for the loss of Customer data, whatever the reason for the loss, including without limitation as a result of ThinkSimple's negligence. The preceding limitation applies to any cause of action,whether based in contract,tort, or any other theory. 15. Intellectual Property. Each party shall retain all right, title and interest in and to, and possession of their respective preexisting intellectual property. Furthermore,ThinkSimple shall retain all right,title and interest in and to, and possession of, any know-how, technical information, specifications, documents, ideas, concepts, methods, processes, techniques and inventions developed or created by or on behalf of ThinkSimple relating to Services performed under or in relation to a Service Program. Any intellectual property, know-how, information or documents supplied at any time by one party to the other shall be treated as confidential and covered by the confidentiality undertaking in Section 17 below. 16. WARRANTY/LIMITATION OF LIABILITY. THINKSIMPLE WARRANTS FOR NINETY (90) DAYS FROM THE PERFORMANCE OF ANY SERVICES BY THINKSIMPLE PURSUANT TO THESE TERMS AND CONDITIONS, EXCLUDING MANAGED SERVICES, THAT SUCH SERVICES SHALL BE PERFORMED IN A WORKMANLIKE MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS. THINKSIMPLE MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. THINKSIMPLE MAKES NO WARRANTY THAT OPERATION OF THE PRODUCT SERVICED WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT WILL THINKSIMPLE BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES. CUSTOMER MUST REPORT IN WRITING ANY BREACH OF THIS WARRANTY TO THINKSIMPLE DURING THE ABOVE WARRANTY PERIOD, AND CUSTOMER'S EXCLUSIVE REMEDY AND THINKSIMPLE'S ENTIRE LIABILITY FOR ANY BREACH OF SUCH WARRANTY SHALL BE TO REPERFORM THE SERVICES, OR IF THINKSIMPLE IS UNABLE TO RE-PERFORM THE SERVICES AS Page 7 of 15 16E8 ' WARRANTED, CUSTOMER SHALL BE ENTITLED TO RECOVER THE FEES PAID TO THINKSIMPLE FOR THE NONCONFORMING SERVICES ON A PRORATED BASIS CALCULATED BASED UPON THE NINETY (90) DAY WARRANTY PERIOD. EXCEPT FOR BREACHES OF CONFIDENTIALITY, OR INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, UDT'S AND THINKSIMPLE'S MAXIMUM LIABILITY FOR ALL OTHER DAMAGES WILL BE LIMITED TO(I)ONE (1)YEAR'S SERVICE CHARGES (IN THE CASE OF SERVICE PROGRAMS WITH AN APPLICABLE SERVICE PERIOD)OR(II)AGGREGATE SERVICE FEES PAYABLE TO THINKSIMPLE PURSUANT TO THE APPLICABLE SERVICE PROGRAM (IN THE CASE OF SERVICE PROGRAMS WITH NO APPLICABLE SERVICE PERIOD). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND IN SUCH EVENT, THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS AND CONDITIONS SHALL BE DEEMED TO LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (I) FRAUD OR FRAUDULENT MISREPRESENTATION OR (II) DEATH OR PERSONAL INJURY TO THE EXTENT THAT IT RESULTS FROM SUCH PARTY'S GROSS NEGLIGENCE AND SOLELY TO THE EXTENT REQUIRED BY AND AS LIMITED BY APPLICABLE LAW. THE FOREGOING SHALL NOT CONSTITUTE A WAIVER OF CUSTOMER'S SOVEREIGN IMMUNITY BEYOND THE LIMITS SET FORTH IN FLORIDA STATUTES, SECTION 768.28. 17. Confidentiality. Confidential Information. Each party (the "Disclosing Party") may from time to time during the Term disclose to the other party (the Recipient") certain information regarding the Disclosing Party's business, including its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, and other confidential or proprietary information ("Confidential Information"). Confidential Information means any non-public information of a party or its customers or suppliers relating to such entity's business activities, financial affairs, technology, marketing or sales plans that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party, because of (i) legends or other markings, (ii) the circumstances of disclosure, (iii) the nature of the information itself, to be proprietary or confidential to the disclosing party or its Suppliers; or(iv) as defined by Florida law. ThinkSimple's Confidential Information includes (without limitation)the function and performance of the Products, and any other information relating to the Products as Confidential Information is further defined herein. Confidential Information includes information disclosed orally,visually, or through any tangible medium. Protection of Confidential Information. Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Terms and Conditions or to carry out the Services, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of carrying out the Services and who are under a duty of confidentiality no less restrictive than Recipient's Page 8 of 15 1 6 E 8 4 duty hereunder. Recipient will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Confidential Information, trade secrets and proprietary confidential business information contained in this Agreement shall be as defined under Florida law and exempted from disclosure by the Florida Public Records Act,Chapter 119, Fla. Stat. Residuals. The Recipient shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Recipient shall not disclose the Confidential Information except as expressly permitted hereunder. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Recipient shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However,this section shall not be deemed to grant to the Recipient a license under the Disclosing Party's copyrights or patents Exceptions. Recipient's obligations under Section 17 with respect to any Confidential Information of the Disclosing Party will terminate if and when Recipient can document that such information: (a) was already lawfully known to Recipient at the time of disclosure by the Disclosing Party; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without access to, or use of, the Disclosing Party's Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in advance, in writing by the Disclosing Party,(ii) necessary for Recipient to enforce its rights under these Terms and Conditions in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request and expense, in any lawful action to contest or limit the scope of such required disclosure. 18. Force Majeure. Except for the obligation to make timely payments,the Parties will not be liable to the other Parties for delays or failures to perform occasioned by causes beyond the non-performing Party's reasonable control. Such acts or events shall include but not be limited to, acts of God, pandemics, epidemics, civil or military authority, civil disturbance, riot, fire, strikes, lockouts or slowdowns, factory or labor conditions, inability to obtain necessary labor, materials or manufacturing facilities, delayed issuance of export control licenses. In the event of such delays or failures to perform, any dates or times by which ThinkSimple is otherwise scheduled to perform shall be extended automatically for a period of time equal in duration to the additional time required because of the delay or failure to perform. Each of the Parties shall promptly inform the other of any event of force majeure, its expected duration and cessation, respectively. Page 9 of 15 16E8 19. General. Except as otherwise set forth in these Terms and Conditions,these Terms and Conditions may only be modified by a written agreement duly signed by authorized representatives of the Parties, and variance from or addition to the provisions of these Terms and Conditions in any order or other written notification will be of no effect. Any notices required or permitted to be given hereunder shall be in writing and effective when received at the address the receiving party has last notified to the other party by prior written notice. In the case of ThinkSimple such address, unless otherwise notified in writing, shall be as follows: Think Simple, LLC 3150 W Prospect Rd, Suite 3309 Fort Lauderdale, FL 33309 Attn: Customer Service Dept. 954-740-8420 support@thinksimple.com If any provision of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the remaining terms of these Terms and Conditions shall in no way be affected or impaired. The waiver by either party of a breach of any provision of these Terms and Conditions shall not be construed as a waiver of any subsequent breach. No assignment of any or all of the rights or obligations under these Terms and Conditions may be made, including by purchase, merger or operation of law, without the prior written consent of all Parties,which consent shall not be unreasonably withheld. Any attempted assignment or transfer in violation of this provision shall be null and void. In performing the Services, ThinkSimple shall be acting as an independent sub-contractor and neither ThinkSimple nor its personnel or representatives shall be deemed to be Customer or UDT agents or employees. ThinkSimple's affiliates may participate in ThinkSimple's performance under these Terms and Conditions and a Service Program, and ThinkSimple may also sub-contract its obligations under, these Terms and Conditions and a Service Program provided that ThinkSimple remains liable for the performance of its affiliates and/or sub-contractors in respect thereof. Unless otherwise expressly provided herein, no term or provision of these Terms and Conditions or a Service Program shall be enforceable by a third party(being any person other than the Parties and their permitted successors and assignees). The Customer acknowledges that ThinkSimple has trained personnel who perform Services and has made an investment in such personnel. Therefore, at no time during the term of a Service Program or for one (1) year thereafter, will the Customer directly or indirectly either offer employment to or hire any ThinkSimple employees who perform Services on behalf of ThinkSimple without ThinkSimple's express prior written consent. Page 10 of 15 16E8 ThinkSimple shall have complete charge and responsibility for personnel employed or engaged by ThinkSimple. Upon any expiration or termination of these Terms and Conditions, Sections 15 (Intellectual Property), and 16 (Warranty/Limitation of Liability) shall survive for three (3) years after the expiration or termination of the Base Agreement, whichever is later. Section 17 (Confidentiality) will survive in perpetuity. These Terms and Conditions may have been translated into various languages for the convenience of ThinkSimple's Customers. While the translation is correct to the best of ThinkSimple's knowledge, ThinkSimple is not responsible or liable in the event of an inaccuracy. English is the controlling language of these Terms and Conditions, and any translation has been prepared for Customer as a courtesy only. In the event of a conflict between the English-language version of these Terms and Conditions and a version that has been translated into another language,the English-language version of these Terms and Conditions shall control. These Terms and Conditions and any contract for a Service Program shall be governed by the laws of the State of Florida, and any disputes will be subject to the exclusive jurisdiction of the State courts in and for Collier County, Florida and/or the United States District Court for the Middle District of Florida sitting in Ft. Myers, Florida. In any action to enforce these Terms and Conditions, the prevailing party shall be entitled to the award of reasonable attorney fees, expert fees and all costs of court incurred in those proceedings.The U.N. Convention on Contracts for the International Sale of Goods does not apply. Prior to the initiation of any action or proceeding permitted by these Terms and Conditions to resolve disputes between the parties, the Parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of UDT and ThinkSimple with full decision-making authority and by Customer's staff person who would make the presentation of any settlement reached during negotiations to Customer's Board for approval. Failing resolution,and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of UDT and ThinkSimple with full decision-making authority and by Customer's staff person or designee who would make the presentation of any settlement reached at mediation to Customer's Board for approval. Should any Party fail to submit to mediation as required hereunder, the other Party(ies) may obtain a court order requiring mediation under Section 44.102, Fla. Stat. SIGNATURES ON FOLLOWING PAGE Page 11 of 15 ��1 16E8 IN WITNESS WHEREOF, the Parties, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year below written. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER OUNTY, FLORIDA Crystal.kin'iart,Igrk of the Circuit Courts -end Comptroller, ', .. By: Penny Taylor, hair 'Dated: ''' J?-.I Date: i ')3 t '-i . ,(§0)-Attest as to Chairman's signature only. Ap d as to form and egality: el Scott R.Teach Deputy County Attorney United Data Technologies, Inc. By: i t Witness Signat c h►nc— _ By: Jesus Pena,EVP 'T`Typ /print witness n 1' Typed signature and title Date: Tune 29,2021 Second Witness ..L✓ c- ��e_.1'1 C1 • '`Type/print witness name '(` )- ThinkSSib mple LLC -- ✓� By: 44 i First�l lit ess Signature ‘,. )o -ph. 1(L- . qb By: 'Nlt-tM 6ici}Ysn-( Avtti(.0i E- /ARR :L, '►`Type/print witness n Typed signature and title Date: SUNr- 2i, Z' ..c Q �-� ��..- Second ess a lri;# Jre. -t Pe_f)—C't '(`Type/print witness name '1` Agenda ., ' Date �'/ Page 12 of 15 Date ed Rd !?mo ' 1 6 E8 SOFTWARE LICENSE AGREEMENT This Software License is made by Think Simple, LLC (ThinkSimple) ("Company") to Collier County, Florida ("Customer") (collectively, the "Parties") as an essential element of the services to be rendered by the Company as defined in the system specification and any associated documents. Customer and Company agree that this Software License Agreement is deemed to be applicable to both parties. SECTION 1 LICENSE GRANT AND OWNERSHIP 1.1 The Company hereby grants to Customer a worldwide, perpetual, non - exclusive, non - transferable license to all software for Customer's use in connection with the establishment, use, maintenance and modification of the system implemented by the Company.The term "Software"for the purposes of the license agreement shall refer to all source code, executable object code, and the patches, scripts, modifications, enhancements, designs, concepts or other materials that constitute the software programs necessary for the proper function and operation of the system as delivered by the Company and accepted by the Customer. 1.2 Except as expressly set forth in this paragraph, the Company shall at all times own all intellectual property rights to the software.Any and all licenses, product warranties or service contracts provided by third parties in connection with any software, hardware or other software or services provided in the system shall be delivered to Customer for the sole benefit of Customer. 1.3 Customer may supply to the Company or allow the Company to use certain proprietary information, including service marks, logos, graphics, software, documents and business information and plans that have been authored or pre-owned by Customer. All such intellectual property shall remain the exclusive property of Customer and shall not be used by the Company for any purposes other than those associated with delivery of the system. SECTION 2 COPIES, MODIFICATION, AND USE 2.1 Customer may make copies of the software for archival purposes and as required for modifications to the system. All copies and distribution of the software shall remain within the direct control of Customer and its representatives. 2.2 Customer may make modifications to the source code version of the software, if and only if the results of all such modifications are applied solely to the system. In no way does this Software License confer any right in Customer to license, sublicense, sell, or otherwise authorize the use of the software, whether in executable form, source code or otherwise, by any third parties, except in connection with the use of the system as part of Customer's business. 2.3 All express or implied warranties relating to the software shall be deemed null and void in case of any modification to the software made by any party other than the Company. SECTION 3 WARRANTIES AND REPRESENTATIONS Page 13 of 15 ��f 1 6 E8 The Company represents and warrants to Customer that: 3.1 it has all necessary rights and authority to execute and deliver this Software License and perform its obligations hereunder and to grant the rights granted under this Software License to Customer; 3.2 the goods and services provided by Company under this Software License, including the software and all intellectual property provided hereunder, are original to the Company or its subcontractors or partners;and 3.3 the software, as delivered as part of the system, will not infringe or otherwise violate the rights of any third party,or violate any applicable law, rule or regulation. 3.4 The Company further represents and warrants that,throughout the System Warranty Period,the executable object code of software and the system will perform substantially in accordance with the System Specifications and Agreement. If the software fails to perform as specified and accepted all remedies are pursuant to the policies set forth in the Specification and in the Customer Care Service Agreement. SECTION 4 TRANSFER AND TERMINATION This license will automatically terminate upon the disassembly of the system cited above, unless the system is reassembled in its original configuration in another location.The Company may terminate this license upon notice for Customer's failure to comply with any of the terms set forth in this Software License. Upon termination, Customer shall immediately destroy the software, including all copies and modifications. IN WITNESS WHEREOF, the Parties, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year below written. ATTEST: BOARD 0 CO TY COMMISSIONERS COLLIER , FLORIDA Crystal`Kinzel, Clerk df theeircuit Courts and: pteoller 01-448 By: Penny Taylor, Chair Dated: airman's Date: -C-L3 o) (Seal) Approved as to forV. 44NTilY' 0 -14 co t R. Teach Deputy County Attorney Page 14 of 15 0 16E8 ThinkSimple LLC By: J F.rs tness V Signature 3Dxehioc— By: 1n;q,LlDv,A t, nr Afl-I0•117- Al )3iyti '[`Type/print witness name I` Typed signature and title 4.0 R — '__._c_ Date: 3U t 1, 2j I Second Witness '1`Type/print witness name 'I` Page 15 of 15 CAt) 1 6 E8 ® ACCORCP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)7/2/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT David Ragno Keyes Coverage Insurance PHONE FAX 5900 Hiatus Road (A/C.No.Extl:954-724-7000 (A/C,No):954-724-7024 Tamarac FL 33321 ADDRESS: dragno@keyescoverage.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Co 19682 INSURED 14202 INSURER B:Trumbull Insurance Company 27120 United Data Technologies Inc. UDT INSURER C:Hartford Casualty Insurance Co 29424 2900 Monarch Lakes Blvd., Suite 300 INSURER D:Twin City Fire Insurance Company 29459 Miramar FL 33027 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1170925198 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/Y LIMITS LTR �1SD WVD POLICY NUMBER (MM/DDYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y 21UUNHV1911 11/1/2020 11/1/2021 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENII_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 X POLICY X JECT X LOC PRODUCTS-COMP/OP AGG $3,000,000 OTHER: $ B AUTOMOBILE LIABILITY 21UENHZ6281 11/1/2020 11/1/2021 COMBINED SINGLE LIMIT $ (Ea accident) 1 000.000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ S AUTOS X HIRED AUTOS X NNONNOSWNED (Pe P c Ra Y DAMAGE ) Comp/Coll Deductible $1,000 C X UMBRELLA LIAR X OCCUR 21RHUHV0939 11/1/2020 11/1/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10 000 $ D WORKERS COMPENSATION 21WBAP8421 11/1/2020 11/1/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Technology E&O 21TE0292955-20 11/1/2020 11/1/2021 Liability Limit $10MM/$100,000 Ded D D&O/EPLI/Fiduciary/Crime 21KB0292958-20 11/1/2020 11/1/2021 D&O/EPLI/FID/CRM 5MM/5MM/1MM/2MM A Crime 21TP0332836-20 11/1/2020 11/1/2021 Emp Theft Client Prem $1MM/$25,000Ded DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is included as an additional insured when required by written contract. CERTIFICATE HOLDER CANCELLATION 30 Days Notice/10 Days for Non-Pay SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Collier County Board of County Commissioners 3295 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples FL 34112 7 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 16E8 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (2) The "bodily injury" or "property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. (3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section II — Who Is An the Named Insured shown in the Declarations, and any Insured and no"employee" authorized by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words "we", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such under Section II—Who Is An Insured. injury" or "property damage" occurred, then any continuation, change or resumption of such Other words and phrases that appear in quotation marks "bodily injury" or "property damage" during or have special meaning. Refer to Section V—Definitions. after the policy period will be deemed to have SECTION I —COVERAGES been known prior to the policy period. COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or"property damage" will be deemed DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or a. We will pay those sums that the insured becomes any "employee" authorized by you to give or legally obligated to pay as damages because of receive notice of an "occurrence" or claim: "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage"to us or any other insurer; those damages. However, we will have no duty to (2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for"bodily injury" or"property damage" to "property damage"; or which this insurance does not apply. We may, at (3) Becomes aware by any other means that our discretion, investigate any "occurrence" and "bodily injury" or "property damage" has settle any claim or"suit"that may result. But: occurred or has begun to occur. (1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III — Limits Of damages claimed by any person or organization for Insurance; and care, loss of services or death resulting at any time (2) Our right and duty to defend ends when we from the"bodily injury". have used up the applicable limit of insurance in e. Incidental Medical Malpractice the payment of judgments or settlements under Coverages A or B or medical expenses under (1) "Bodily injury" arising out of the rendering of or Coverage C. failure to render professional health care services as a physician, dentist, nurse, No other obligation or liability to pay sums or emergency medical technician or paramedic perform acts or services is covered unless explicitly shall be deemed to be caused by an provided for under Supplementary Payments — "occurrence", but only if: Coverages A and B. (a) The physician, dentist, nurse, emergency b. This insurance applies to "bodily injury" and medical technician or paramedic is "property damage" only if: employed by you to provide such services; (1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in (b) You are not engaged in the business or the"coverage territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 ©2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 16E8 (2) For the purpose of determining the limits of d. Workers'Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law. to any one person will be considered one "occurrence". e. Employer's Liability 2. Exclusions "Bodily injury"to: This insurance does not apply to: (1) An "employee" of the insured arising out of and in the course of: a. Expected Or Intended Injury (a) Employment by the insured; or "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This (b) Performing duties related to the conduct of exclusion does not apply to "bodily injury" or the insured's business; or "property damage" resulting from the use of (2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1) above. "Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of (1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability (2) To any obligation to share damages with or for damages: repay someone else who must pay damages (1) That the insured would have in the absence of because of the injury. the contract or agreement; or This exclusion does not apply to liability assumed (2) Assumed in a contract or agreement that is an by the insured under an "insured contract". "insured contract", provided the "bodily injury" or f. Pollution "property damage" occurs subsequent to the (1) "Bodilyinjury" "property damage" arisingout execution of the contract or agreement. Solely ry or p pert y g for the purposes of liability assumed in an of the actual, alleged or threatened discharge, "insured contract", reasonable attorney fees and dispersal, seepage, migration, release or necessary litigation expenses incurred by or for escape of"pollutants": a party other than an insured are deemed to be (a) At or from any premises, site or location damages because of "bodily injury" or"property which is or was at any time owned or damage", provided: occupied by, or rented or loaned to, any (a) Liability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same"insured contract"; and (i) "Bodily injury" if sustained within a (b) Such attorney fees and litigation expenses building and caused by smoke, fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that is used to heat, cool which damages to which this insurance or dehumidify the building, or equipment applies are alleged. that is used to heat water for personal use, by the building's occupants or their c. Liquor Liability guests; "Bodily injury" or "property damage" for which any (ii) "Bodily injury" or "property damage" for insured may be held liable by reason of: which you may be held liable, if you are a (1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been (2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional insured at that premises, site or location (3) Any statute, ordinance or regulation relating to and such premises, site or location is not the sale, gift, distribution or use of alcoholic and never was owned or occupied by, or beverages. rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 HG 00 01 06 05 1 6 E8 (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly (b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising out of any: handled, stored, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, (ii) contain, treat, detoxify or neutralize, or in Any person or organization for whom you may be legally responsible; any way respond to, or assess the effects of, "pollutants"; or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaning on any insured's behalf are performing up, removing, containing, treating, operations if the "pollutants" are brought on or to the premises, site or location in detoxifying or neutralizing, or in any way responding to, or assessing the effects of, connection with such operations by such insured, contractor or subcontractor. "pollutants". However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property "Bodilyin ur or "property damage" damage" that the insured would have in the (i) y p p y g absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or"suit" by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of g. Aircraft,Auto Or Watercraft "mobile equipment" or its parts, if such "Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or"property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or This exclusion does not apply to: subcontractor; (ii) "Bodily injury" or "property damage" (1) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases, fumes or vapors (2) A watercraft you do not own that is: from materials brought into that building (a) Less than 51 feet long; and in connection with operations being (b) Not being used to carry persons for a performed by you or on your behalf by a contractor or subcontractor; or charge; "Bodilyinjury" or "propertydamage" (3) Parking an "auto" on, or on the ways next to, (iii) ur y g premises you own or rent, provided the "auto" is arising out of heat, smoke or fumes from not owned by or rented or loaned to you or the a"hostile fire"; or insured; HG 00 01 06 05 Page 3 of 18 16E8 (4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft; arises out of those operations; or (5) "Bodily injury" or "property damage" arising out (6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work"was incorrectly performed on it. "mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not (6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or loaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such "bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III—Limits Of Insurance. any other basis. Paragraph (2) of this exclusion does not apply if the h. Mobile Equipment premises are"your work" and were never occupied, "Bodily injury" or"property damage" arising out of: rented or held for rental by you. (1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not "auto" owned or operated by or rented or loaned apply to "property damage" arising from the use of to any insured; or elevators. (2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (5) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not i. War apply to "property damage" to borrowed equipment "Bodily injury" or "property damage", however while not being used to perform operations at the job site. caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- (2) Warlike action by a military force, including completed operations hazard". action in hindering or defending against an k. Damage To Your Product actual or expected attack, by any government, sovereign or other authority using military "Property damage" to "your product" arising out of it personnel or other agents; or or any part of it. (3) Insurrection, rebellion, revolution, usurped I. Damage To Your Work power, or action taken by governmental "Property damage"to"your work" arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work "Property damage"to: or the work out of which the damage arises was (1) Property you own, rent, or occupy, including any performed on your behalf by a subcontractor. costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair, Physically Injured replacement, enhancement, restoration or "Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of: damage to another's property; (1) A defect, deficiency, inadequacy or dangerous (2) Premises you sell, give away or abandon, if the condition in"your product" or"your work"; or "property damage" arises out of any part of (2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement (3) Property loaned to you; in accordance with its terms. (4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental (5) That particular part of real property on which physical injury to "your product" or"your work" after you or any contractors or subcontractors it has been put to its intended use. Page 4 of 18 HG 00 01 06 05 16E8 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense "asbestos hazard"; incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of: insured or others test for, monitor, clean up, (1) "Your product"; remove, encapsulate, contain, treat, detoxify (2) "Your work"; or or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; (3) "Impaired property"; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition in it. way responding to or assessing the effects o. Personal And Advertising Injury of an "asbestos hazard". "Bodily injury" arising out of "personal and Damage To Premises Rented To You — Exception advertising injury". For Damage By Fire, Lightning Or Explosion p. Electronic Data Exclusions c. through h. and j. through n. do not apply Damages arising out of the loss of, loss of use of, to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with damage to, corruption of, inability to access, or permission of the owner. A separate limit of insurance inability to manipulate electronic data. applies to this coverage as described in Section III — As used in this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. "personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty "Bodily injury"to: to defend the insured against any "suit" seeking those damages. However, we will have no duty to (1) A person arising out of any "employment— defend the insured against any "suit" seeking related practices"; or damages for "personal and advertising injury" to (2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of "bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or"suit"that may result. But: related practices" are directed. (1) The amount we will pay for damages is limited This exclusion applies: as described in Section III — Limits Of (1) Whether the insured may be liable as an Insurance; and employer or in any other capacity; and (2) Our right and duty to defend end when we have (2) To any obligation to share damages with or used up the applicable limit of insurance in the repay someone else who must pay damages payment of judgments or settlements under because of the injury. Coverages A or B or medical expenses under Coverage C. r. Asbestos No other obligation or liability to pay sums or (1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly of the"asbestos hazard". provided for under Supplementary Payments — (2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to "personal and advertising (a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the "coverage territory" during the policy period. HG 00 01 06 05 Page 5 of 18 16EB 2. Exclusions (2) Slogan, unless the slogan is also a trademark, This insurance does not apply to: trade name, service mark or other designation a. Knowing Violation Of Rights Of Another of origin or authenticity; or (3) Title of any literary or artistic work. "Personal and advertising injury" arising out of an offense committed by, at the direction or with the j. Insureds In Media And Internet Type consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising "Personal and advertising injury" committed by an injury". insured whose business is: b. Material Published With Knowledge Of Falsity (1) Advertising, broadcasting, publishing or "Personal and advertising injury" arising out of oral, telecasting; written or electronic publication of material, if done (2) Designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. (3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. "Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury" under the Definitions Section. the policy period. For the purposes of this exclusion, placing an d. Criminal Acts "advertisement" for or linking to others on your web "Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting. insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability "Personal and advertising injury" arising out of an "Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the I. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product f. Breach Of Contract "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of a unauthorized use of another's name or product in breach of contract, except an implied contract to use your e-mail address, domain name or metatags, or another's"advertising idea"in your"advertisement". any other similar tactics to mislead another's potential customers. g. Quality Or Performance Of Goods — Failure To Conform To Statements m. Pollution "Personal and advertising injury" arising out of the "Personal and advertising injury" arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your"advertisement". "pollutants" at any time. h. Wrong Description Of Prices n. Pollution-Related "Personal and advertising injury" arising out of the Any loss, cost or expense arising out of any: wrong description of the price of goods, products or (1) Request, demand, order or statutory or services. regulatory requirement that any insured or i. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any "Personal and advertising injury" arising out of any way respond to, or assess the effects of, violation of any intellectual property rights such as "pollutants"; or copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin (2) Claim or suit by or on behalf of a governmental or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any infringement, in your"advertisement", of: way responding to, or assessing the effects of, (1) Copyright; "pollutants". Page 6 of 18 HG 00 01 06 05 16E8 o. War (2) The spouse, child, parent, brother or sister of "Personal and advertising injury", however caused, that person as a consequence of "personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any (1) War, including undeclared or civil war; "employment-related practices" are directed. (2) Warlike action by a military force, including This exclusion applies: action in hindering or defending against an (1) Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using military (2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages (3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos hindering or defending against any of these. (1) "Personal and advertising injury" arising out of p. Internet Advertisements And Content Of Others the"asbestos hazard". "Personal and advertising injury" arising out of: (2) Any damages, judgments, settlements, loss, (1) An "advertisement"for others on your web site; costs or expenses that: (2) Placing a link to a web site of others on your (a) May be awarded or incurred by reason of web site; any claim or suit alleging actual or threatened injury or damage of any nature or (3) Content, including information, sounds, text, graphics, or images from a web site of others kind to persons or property which would not have occurred in whole or in part but for the displayed within a frame or border on your web "asbestos hazard"; site; or (b) Arise out of any request, demand, order or (4) Computer code, software or programming used statutory or regulatory requirement that any to enable: insured or others test for, monitor, clean up, (a) Your web site; or remove, encapsulate, contain, treat, detoxify (b) The presentation or functionality of an or neutralize or in any way respond to or "advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning "Personal and advertising injury" arising out of the violation of a person's right of privacy created by up, removing, encapsulating, containing, any state or federal act. treating, detoxifying or neutralizing or in any way responding to or assessing the effects However, this exclusion does not apply to liability of an "asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. r. Violation Of Anti-Trust law 1. Insuring Agreement a. We will pay medical expenses as described below "Personal and advertising injury" arising out of a for"bodily injury"caused by an accident: violation of any anti-trust law. s. Securities (1) On premises you own or rent; "Personal and advertising injury" arising out of the (2) On ways next to premises you own or rent; or fluctuation in price or value of any stocks, bonds or (3) Because of your operations; other securities. provided that: t. Discrimination Or Humiliation (1) The accident takes place in the "coverage "Personal and advertising injury" arising out of territory" and during the policy period; discrimination or humiliation committed by or at the (2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder, partner or member of the insured. and u. Employment-Related Practices (3) The injured person submits to examination, at "Personal and advertising injury"to: our expense, by physicians of our choice as (1) A person arising out of any "employment— often as we reasonably require. related practices"; or HG 00 01 06 05 Page 7 of 18 16E8 b. We will make these payments regardless of fault. e. All costs taxed against the insured in the"suit". These payments will not exceed the applicable limit f. Prejudgment interest awarded against the insured of insurance.We will pay reasonable expenses for: on that part of the judgment we pay. If we make an (1) First aid administered at the time of an accident; offer to pay the applicable limit of insurance, we will (2) Necessary medical, surgical, x-ray and dental not pay any prejudgment interest based on that services, including prosthetic devices; and period of time after the offer. (3) Necessary ambulance, hospital, professional g. All interest on the full amount of any judgment that nursing and funeral services. accrues after entry of the judgment and before we 2. Exclusions have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable We will not pay expenses for"bodily injury": limit of insurance. a. Any Insured These payments will not reduce the limits of insurance. To any insured, except"volunteer workers". 2. If we defend an insured against a "suit" and an b. Hired Person indemnitee of the insured is also named as a party to To a person hired to do work for or on behalf of any the "suit", we will defend that indemnitee if all of the following conditions are met: insured or a tenant of any insured. c. Injury On Normally Occupied Premises a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of To a person injured on that part of premises you the indemnitee in a contract or agreement that is an own or rent that the person normally occupies. "insured contract"; d. Workers Compensation And Similar Laws b. This insurance applies to such liability assumed by To a person, whether or not an "employee" of any the insured; insured, if benefits for the "bodily injury" are payable c. The obligation to defend, or the cost of the defense or must be provided under a workers' compensation of, that indemnitee, has also been assumed by the or disability benefits law or a similar law. insured in the same "insured contract"; e. Athletics Activities d. The allegations in the "suit" and the information we To a person injured while practicing, instructing or know about the "occurrence" are such that no participating in any physical exercises or games, conflict appears to exist between the interests of sports, or athletic contests. the insured and the interests of the indemnitee; f. Products-Completed Operations Hazard e. The indemnitee and the insured ask us to conduct Included within the "products-completed operations and control the defense of that indemnitee against hazard". such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; g. Coverage A Exclusions and Excluded under Coverage A. f. The indemnitee: SUPPLEMENTARY PAYMENTS — COVERAGES (1) Agrees in writing to: A AND B (a) Cooperate with us in the investigation, 1. We will pay, with respect to any claim we investigate or settlement or defense of the"suit"; settle, or any"suit" against an insured we defend: (b) Immediately send us copies of any a. All expenses we incur. demands, notices, summonses or legal b. Up to $1,000 for cost of bail bonds required papers received in connection with the"suit"; because of accidents or traffic law violations arising (c) Notify any other insurer whose coverage is out of the use of any vehicle to which the Bodily available to the indemnitee; and Injury Liability Coverage applies. We do not have (d) Cooperate with us with respect to to furnish these bonds. coordinating other applicable insurance c. The cost of appeal bonds or bonds to release available to the indemnitee; and attachments, but only for bond amounts within the (2) Provides us with written authorization to: applicable limit of insurance. We do not have to furnish these bonds. (a) Obtain records and other information related d. All reasonable expenses incurred by the insured at to the "suit"; and our request to assist us in the investigation or (b) Conduct and control the defense of the defense of the claim or "suit", including actual loss indemnitee in such "suit". of earnings up to $500 a day because of time off So long as the above conditions are met, attorneys' from work. fees incurred by us in the defense of that indemnitee, Page 8 of 18 HG 00 01 06 05 16E8 necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers"are insureds for: indemnitee at our request will be paid as (1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the injury": provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage (a) To you, to your partners or members (if you Liability, such payments will not be deemed to be are a partnership or joint venture), to your damages for "bodily injury" and "property damage" and members (if you are a limited liability will not reduce the limits of insurance. company), to a co"employee" while in the course of his or her employment or Our obligation to defend an insured's indemnitee and performing duties related to the conduct of to pay for attorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing duties related to a. We have used up the applicable limit of insurance the conduct of your business; in the payment of judgments or settlements; or (b) To the spouse, child, parent, brother or sister b. The conditions set forth above, or the terms of the of that co"employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as a consequence of Paragraph longer met. (1)(a) above; SECTION II—WHO IS AN INSURED (c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who must pay damages because of the injury a. An individual, you and your spouse are insureds, described in Paragraphs (1)(a) or(b) above; but only with respect to the conduct of a business or of which you are the sole owner. (d) Arising out of his or her providing or failing to b. A partnership or joint venture, you are an insured. provide professional health care services. Your members, your partners, and their spouses are also insureds, but only with respect to the If you are not in the business of providing conduct of your business. professional health care services, Paragraph (d) does not apply to any nurse, emergency c. A limited liability company, you are an insured. medical technician or paramedic employed by Your members are also insureds, but only with you to provide such services. respect to the conduct of your business. Your managers are insureds, but only with respect to (2) "Property damage"to property: their duties as your managers. (a) Owned, occupied or used by, d. An organization other than a partnership, joint (b) Rented to, in the care, custody or control of, venture or limited liability company, you are an or over which physical control is being insured. Your "executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors. Your stockholders are workers", any partner or member (if you are a also insureds, but only with respect to their liability partnership or joint venture), or any member (if as stockholders. you are a limited liability company). e. A trust, you are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as trustees. Any person (other than your "employee" or "volunteer worker"), or any organization while 2. Each of the following is also an insured: acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "volunteer workers" only while performing Any person or organization having proper duties related to the conduct of your business, or temporary custody of your property if you die, but your"employees", other than either your"executive only: officers" (if you are an organization other than a partnership, joint venture or limited liability (1) With respect to liability arising out of the company) or your managers (if you are a limited maintenance or use of that property; and liability company), but only for acts within the scope (2) Until your legal representative has been of their employment by you or while performing appointed. duties related to the conduct of your business. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 16E8 have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any The insurance afforded herein for any subsidiary kind is available to that person or organization for this not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with Part is also an insured under another policy or respect to: would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit the 180th day after you acquire or form the issued by a state or political subdivision, that such organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. committed before you acquired or formed the However, no such person or organization is an insured organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by With respect to "mobile equipment" registered in your us and made a part of this Coverage Part. name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" person or organization responsible for the conduct of or"property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-employee" of the person (1) The insurance afforded the vendor is subject to driving the equipment; or the following additional exclusions: b. "Property damage"to property owned by, rented to, This insurance does not apply to: in the charge of or occupied by you or the employer (a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. 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; Page 10 of 18 HG 00 01 06 05 1 6 E8 (b) Any express warranty unauthorized by you; c. Lessors of Land or Premises (c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability (d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container; exclusions apply: (e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land; or to make in the usual course of business, in connection with the distribution or sale of the 2. Structural alterations, new construction or products; demolition operations performed by or on behalf of such person or organization. (f) Demonstration, installation, servicing or repair operations, except such operations d. Architects, Engineers or Surveyors performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property (g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or (1) In connection with your premises; or (h) "Bodily injury" or "property damage" arising (2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", (i)The exceptions contained in Sub- "property damage" or "personal and advertising paragraphs (d) or(f); or injury" arising out of the rendering of or the failure (ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or (2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Political or container, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for "bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" caused, in additional insureds, this insurance does not apply whole or in part, by your maintenance, operation or use of equipment leased to you by such to: person or organization. (1) "Bodily injury", "property damage" or "personal (2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place (2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG 00 01 06 05 Page 11 of 18 16E8 f. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an "suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damage" or "personal and advertising for the sum of: injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" included in the "products-completed operations (2) In connection with your premises owned by or hazard"; and rented to you; or c. Damages under Coverage B. (3) In connection with "your work" and included within the "products-completed operations 3. Products-Completed Operations Aggregate Limit hazard", but only if The Products-Completed Operations Aggregate Limit (a) The written contract or agreement requires is the most we will pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". (b) This Coverage Part provides coverage for "bodily injury" or"property damage" included 4. Personal and Advertising Injury Limit within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. "Bodily injury", "property damage" or "personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: (1) The preparing, approving, or failing to prepare a. Damages under Coverage A; and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C reports, surveys, field orders, change orders or because of all "bodily injury" and "property damage" drawings and specifications; or arising out of any one"occurrence". (2) Supervisory, inspection, architectural or engineering activities. 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III — Limits for damages because of"property damage" to any one Of Insurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV— Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. SECTION III—LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits" brought; or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 16E8 added as an additional insured on your policy, the (3) Cooperate with us in the investigation or most we will pay on behalf of such additional insured is settlement of the claim or defense against the the lesser of: "suit"; and a. The limits of insurance specified in the written (4) Assist us, upon our request, in the enforcement of contract or written agreement; or any right against any person or organization which b. The Limits of Insurance shown in the Declarations. may be liable to the insured because of injury or Such amount shall be a part of and not in addition to damage to which this insurance may also apply. Limits of Insurance shown in the Declarations and d. Obligations At The Insureds Own Cost described in this Section. No insured will, except at that insured's own cost, The Limits of Insurance of this Coverage Part apply voluntarily make a payment, assume any separately to each consecutive annual period and to any obligation, or incur any expense, other than for first remaining period of less than 12 months, starting with the aid, without our consent. beginning of the policy period shown in the Declarations, e. Additional Insureds Other Insurance unless the policy period is extended after issuance for an If we cover a claim or "suit" under this Coverage additional period of less than 12 months. In that case, the Part that may also be covered by other insurance additional period will be deemed part of the last preceding available to an additional insured, such additional period for purposes of determining the Limits of Insurance. insured must submit such claim or "suit" to the SECTION IV — COMMERCIAL GENERAL LIABILITY other insurer for defense and indemnity. CONDITIONS However, this provision does not apply to the 1. Bankruptcy extent that you have agreed in a written contract or Bankruptcy or insolvency of the insured or of the written agreement that this insurance is primary insured's estate will not relieve us of our obligations and non-contributory with the additional insured's under this Coverage Part. own insurance. 2. Duties In The Event Of Occurrence, Offense, Claim f. Knowledge Of An Occurrence, Offense, Claim Or Suit Or Suit a. Notice Of Occurrence Or Offense Paragraphs a. and b. apply to you or to any You or anyadditional insured must see to it thatwe additional insured only when such "occurrence", offense, claim or"suit"is known to: are notified as soon as practicable of an "occurrence" or an offense which may result in a (1) You or any additional insured that is an claim. To the extent possible, notice should include: individual; (1) How, when and where the "occurrence" or (2) Any partner, if you or an additional insured is a offense took place; partnership; (2) The names and addresses of any injured (3) Any manager, if you or an additional insured is a persons and witnesses; and limited liability company; (3) The nature and location of any injury or damage (4) Any "executive officer" or insurance manager, if arising out of the"occurrence" or offense. you or an additional insured is a corporation; b. Notice Of Claim (5) Any trustee, if you or an additional insured is a trust; or If a claim is made or "suit" is brought against any insured, you or any additional insured must: (6) Any elected or appointed official, if you or an additional insured is a political subdivision or (1) Immediately record the specifics of the claim or public entity. "suit" and the date received; and This duty applies separately to you and any additional (2) Notify us as soon as practicable. insured. You or any additional insured must see to it that we 3. Legal Action Against Us receive written notice of the claim or "suit" as soon as practicable. No person or organization has a right under this c. Assistance And Cooperation Of The Insured Coverage Part: a. To join us as a party or otherwise bring us into a You and any other involved insured must: "suit" asking for damages from an insured; or (1) Immediately send us copies of any demands, b. To sue us on this Coverage Part unless all of its notices, summonses or legal papers received in terms have been fully complied with. connection with the claim or"suit"; A person or organization may sue us to recover on an (2) Authorize us to obtain records and other agreed settlement or on a final judgment against an information; insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG 00 01 06 05 Page 13 of 18 16E8 that are in excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additional the claimant's legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: (a) Primary Insurance When Required By a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c. below. This insurance is excess over any of the other insurance, whether primary, excess, contingent or (b) Primary And Non-Contributory To Other on any other basis: Insurance When Required By Contract (1) Your Work If you have agreed in a written contract, written agreement, or permit that this That is Fire, Extended Coverage, Builder's Risk, insurance is primary and non-contributory Installation Risk or similar coverage for "your with the additional insured's own insurance, work"; this insurance is primary and we will not (2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner; been added as an additional insured. (3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all (4) Aircraft,Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any, that exceeds the sum of: A—Bodily Injury And Property Damage Liability; (1) The total amount that all such other insurance (5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of this Use Of Elevators insurance; and If the loss arises out of "property damage" to (2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section - Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess Insurance provision and was not bought specifically (6) When You Are Added As An Additional to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises If all of the other insurance permits contribution by or operations, or products and completed operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HG 00 01 06 05 16E8 If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and help us enforce them. limits. Under this method, each insurer's share is b. Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of Subrogation) insurance to the total applicable limits of insurance of all insurers. If the insured has waived any rights of recovery 5. Premium Audit against any person or organization for all or part of any payment, including Supplementary Payments, a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that each audit period we will compute the earned was executed prior to the injury or damage. premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured. If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the SECTION V— DEFINITIONS information we need for premium computation, and send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy, you agree: a. (1) Radio; (1) The statements in the Declarations are accurate (2) Television; and complete; (3) Billboard; (2) Those statements are based upon representations you made to us; and (4) Magazine; (3) We have issued this policy in reliance upon your (5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement"does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage "advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. made or"suit" is brought. 4. "Auto" means a land motor vehicle, trailer or semitrailer 8. Transfer Of Rights Of Recovery Against Others To designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not a. Transfer of Rights Of Recovery include "mobile equipment'. 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 16E8 6. "Coverage territory" means: rented to you or temporarily occupied by you with a. The United States of America (including its territories permission of the owner is subject to the Damage and possessions), Puerto Rico and Canada; to Premises Rented To You Limit described in Section III —Limits of Insurance; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or b. A sidetrack agreement; transportation between any places included in a. c. Any easement or license agreement, including an above; or easement or license agreement in connection with c. All other parts of the world if the injury or damage construction or demolition operations on or within arises out of: 50 feet of a railroad; (1) Goods or products made or sold by you in the d. An obligation, as required by ordinance, to territory described in a. above; indemnify a municipality, except in connection with (2) The activities of a person whose home is in the work for a municipality; territory described in a. above, but is away for a e. An elevator maintenance agreement; short time on your business; or f. That part of any other contract or agreement (3) "Personal and advertising injury" offenses that pertaining to your business (including an take place through the Internet or similar indemnification of a municipality in connection with electronic means of communication work performed for a municipality) under which you assume the tort liability of another party to pay for provided the insured's responsibility to pay damages is "bodily injury" or "property damage" to a third determined in the United States of America (including its person or organization, provided the "bodily injury" territories and possessions), Puerto Rico or Canada, in a or"property damage" is caused, in whole or in part, "suit" on the merits according to the substantive law in by you or by those acting on your behalf. Tort such territory or in a settlement we agree to. liability means a liability that would be imposed by 7. "Employee" includes a "leased worker". "Employee" law in the absence of any contract or agreement. does not include a "temporary worker". Paragraph f. includes that part of any contract or 8. "Employment-Related Practices" means: agreement that indemnifies a railroad for "bodily a. Refusal to employ a person; injury" or "property damage" arising out of b. Termination of a person's employment; or construction or demolition operations, within 50 feet of any railroad property and affecting any railroad c. Employment-related practices, policies, acts or bridge or trestle, tracks, road-beds, tunnel, omissions, such as coercion, demotion, evaluation, underpass or crossing. reassignment, discipline, defamation, harassment, However, Paragraph f. does not include that part of humiliation or discrimination directed at a person. any contract or agreement: 9. "Executive officer" means a person holding any of the (1) That indemnifies an architect, engineer or officer positions created by your charter, constitution, surveyor for injury or damage arising out of: by-laws or any other similar governing document. (a) Preparing, approving, or failing to prepare or 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders 11."Impaired property" means tangible property, other or drawings and specifications; or than "your product" or"your work", that cannot be used (b) Giving directions or instructions, or failing to or is less useful because: give them, if that is the primary cause of the a. It incorporates "your product" or"your work" that is injury or damage; or known or thought to be defective, deficient, (2) Under which the insured, if an architect, engineer inadequate or dangerous; or or surveyor, assumes liability for an injury or b. You have failed to fulfill the terms of a contract or damage arising out of the insured's rendering or agreement; failure to render professional services, including if such property can be restored to use by: those listed in (1) above and supervisory, a. The repair, replacement, adjustment or removal of inspection, architectural or engineering activities. "your product" or"your work"; or 13."Leased worker" means a person leased to you by a b. Your fulfilling the terms of the contract or agreement. labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to 12."Insured contract" means: the conduct of your business. "Leased worker" does a. A contract for a lease of premises. However, that not include a"temporary worker". portion of the contract for a lease of premises that 14."Loading or unloading"means the handling of property: indemnifies any person or organization for damage a. After it is moved from the place where it is accepted by fire, lightning or explosion to premises while for movement into or onto an aircraft, watercraft or "auto"; Page 16of18 HG00010605 16E8 b. While it is in or on an aircraft, watercraft or "auto"; 16."Occurrence" means an accident, including continuous or or repeated exposure to substantially the same general c. While it is being moved from an aircraft, watercraft harmful conditions. or"auto"to the place where it is finally delivered; 17."Personal and advertising injury" means injury, but "loading or unloading" does not include the including consequential "bodily injury", arising out of movement of property by means of a mechanical one or more of the following offenses: device, other than a hand truck, that is not attached to a. False arrest, detention or imprisonment; the aircraft, watercraft or"auto". b. Malicious prosecution; 15."Mobile equipment" means any of the following types c. The wrongful eviction from, wrongful entry into, or of land vehicles, including any attached machinery or invasion of the right of private occupancy of a room, equipment: dwelling or premises that a person occupies, a. Bulldozers, farm machinery, forklifts and other committed by or on behalf of its owner, landlord or vehicles designed for use principally off public lessor; roads; d. Oral, written or electronic publication of material b. Vehicles maintained for use solely on or next to that slanders or libels a person or organization or premises you own or rent; disparages a person's or organization's goods, c. Vehicles that travel on crawler treads; products or services; d. Vehicles, whether self-propelled or not, maintained e. Oral, written or electronic publication of material primarily to provide mobility to permanently that violates a person's right of privacy; mounted: f. Copying, in your "advertisement", a person's or (1) Power cranes, shovels, loaders, diggers or organization's "advertising idea" or style of drills; or "advertisement"; (2) Road construction or resurfacing equipment g. Infringement of copyright, slogan, or title of any such as graders, scrapers or rollers; literary or artistic work, in your"advertisement"; or e. Vehicles not described in a., b., c. or d. above that h. Discrimination or humiliation that results in injury to are not self-propelled and are maintained primarily the feelings or reputation of a natural person. to provide mobility to permanently attached 18."Pollutants" mean any solid, liquid, gaseous or thermal equipment of the following types: irritant or contaminant, including smoke, vapor, soot, (1) Air compressors, pumps and generators, fumes, acids, alkalis, chemicals and waste. Waste including spraying, welding, building cleaning, includes materials to be recycled, reconditioned or geophysical exploration, lighting and well reclaimed. servicing equipment; or 19."Products-completed operations hazard": (2) Cherry pickers and similar devices used to raise a. Includes all "bodily injury" and "property damage" or lower workers; occurring away from premises you own or rent and f. Vehicles not described in a., b., c. or d. above arising out of"your product" or"your work"except: maintained primarily for purposes other than the (1) Products that are still in your physical transportation of persons or cargo. possession; or However, self-propelled vehicles with the following (2) Work that has not yet been completed or types of permanently attached equipment are not abandoned. However, "your work" will be "mobile equipment" but will be considered "autos": deemed completed at the earliest of the (1) Equipment, of at least 1,000 pounds gross following times: vehicle weight, designed primarily for: (a) When all of the work called for in your (a) Snow removal; contract has been completed. (b) Road maintenance, but not construction or (b) When all of the work to be done at the job resurfacing; or site has been completed if your contract (c) Street cleaning; calls for work at more than one job site. (c) When that part of the work done at a job site (2) Cherry pickers and similar devices mounted on has been put to its intended use by any automobile or truck chassis and used to raise or lower workers; and person or organization other than another contractor or subcontractor working on the (3) Air compressors, pumps and generators, same project. including spraying, welding, building cleaning, Work that may need service, maintenance, geophysical exploration, lighting and well correction, repair or replacement, but which is servicing equipment. otherwise complete, will be treated as completed. HG 00 01 06 05 Page 17 of 18 16E8 b. Does not include "bodily injury" or "property 22."Temporary worker" means a person who is damage" arising out of: furnished to you to substitute for a permanent (1) The transportation of property, unless the "employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions. on a vehicle not owned or operated by you, 23."Volunteer worker"means a person who and that condition was created by the "loading a. Is not your"employee"; or unloading" of that vehicle by any insured; b. Donates his or her work; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or c. Acts at the direction of and within the scope of (3) Products or operations for which the duties determined by you; and classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products- you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit. 24."Your product": 20."Property damage" means: a. Means: a. Physical injury to tangible property, including all (1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or (a) You; b. Loss of use of tangible property that is not (b) Others trading under your name; or physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" (c) A person or organization whose business that caused it. or assets you have acquired; and As used in this definition, computerized or (2) Containers (other than vehicles), materials, electronically stored data, programs or software are parts or equipment furnished in connection not tangible property. Electronic data means with such goods or products. information,facts or programs: b. Includes a. Stored as or on; (1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, durability, performance or use of "your c. Transmitted to or from; product"; and computer software, including systems and (2) The providing of or failure to provide warnings applications software, hard or floppy disks, CD- or instructions. ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically c. Does not include vending machines or other controlled equipment. property rented to or located for the use of others but not sold. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or 25."Your work": "personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit" includes: (1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit (2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our consent. time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 01 06 05