2300 PBA 20/21-25 Security Repairs,Maintenance & Upgrades - piggyback w/Miller Electric'11 a
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FINAICEiDEPART M'ENT
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F-1
Development Order
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Mayor's signature
F-1
Final Plat (original mylars)
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Recording
F-1
Letter of Credit
F-1
Rendering
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Maintenance Bond
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Safe keeping (Vault)
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Ordinance
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Deputy City Manager
F-1
Performance Bond
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Payment Bond
F-1
Resolution
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City Manager Signature
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City Clerk Attest/Signature
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City Attorney/Signature
Once completed, please:
— Return originals to Purchasing- Department
F-1 Return copies
0
Special Instructions Less than 50k per year, Piggybacking Seminole County's contract
From
SharePoint—Finance PUrchasing—Forms - 2018.doc
\ I ► -?-1 - 0-2.\
Date
Miller Electric Company Piggyback Contract (PBA 20/21-26)
(Security Repairs, Maintenance And Upgrades Services)
The City of Sanford ("City") enters this "Piggyback" Contract with Miller Electric
Company, a Florida corporation (hereinafter referred to as the "Vendor"), whose principal
address is 6805 Southpoint Parkway, Jacksonville, Florida 32216, and whose mailing
address is Post Office Box 1799, Jacksonville, Florida 32201, under the terms and
conditions hereinafter provided. The City and the Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a term contract with
the government of Seminole County, Florida, said contract being identified as "Master
Service Agreement For Security Repairs, Maintenance And Upgrades" (assigned a
procurement number being RFP -3136-20) relating to the procurement of security
repairs, maintenance and upgrades services and related goods and services, as may
have been amended, in order for the Vendor to provide goods and services relating
to the City's need for security repairs, maintenance and upgrades services and
related goods and services (said original contract being referred to as the "original
government contract" which is based upon procurement activity conditions).
(2). The original government contract documents are incorporated herein by
reference and attached as Exhibit "A" to this Contract. All of the terms and conditions
set out in the original government contract are fully binding on the parties and said
terms and conditions are incorporated herein; provided, however, that the City will
I P a g e
negotiate and enter work orders/purchase orders with the Vendor in accordance with
City policies and procedures for particular goods and services.
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
ZYJAJ
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
(b). Insurance Requirements of this Contract: (state N/A if this is not
applicable). Same insurance requirements with the City being the beneficiary of the
coverages required.
(c). Notwithstanding anything in the original government contract to the
contrary, the City's terms and conditions relating to the issuance of purchase orders
or work orders, or referenced in such documents, shall prevail over any inconsistent
provisions of the original government contract.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, City Hall, 300 North Park
Avenue; Sanford, Florida 32771. The City Manager's designated representative for this
Contract is Marisol Ordofiez, Purchasing Manager, Finance -Purchasing Division, City
Hall, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688-5028
and whose e-mail address is Madsol.ordonez@sanfordfl.gov.
21 Page
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-binding
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). Notwithstanding any other provision in the original government contract to
the contrary, the Vendor shall provide the City with most favored nation pricing.
(h). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State or local regulatory agency.
(i). Public Records Requirements.
(1). IF THE CONTRACTORIVENDOR HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S
(VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE
3I
Page
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-50129
TRACI HOUCHIN, MMC, FORM, CITY CLERK, CITY OF
SANFORD, CITY HALL,01 NORTH
SANFORD, FLORIDA
TRACI.HOUCHIN@SANFORDFL.GOV.
(Il). In order to comply with Section 119.0701, Florida Statutes,
public records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and
necessarily would be required by the City in order to perform the
service.
(B). Provide the public with access to public records on the
same terms and conditions that the City would provide the records
and at a cost that does not exceed the cost provided in Chapter
119, Florida Statutes, or as otherwise provided by law.
(C). Ensure that public records that are exempt or
confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law.
(D).Meet all requirements for retaining public records and
transfer, at no cost, to the City all public records in possession of
the Vendor upon termination of this Contract and destroy any
duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored
4Page
electronically must be provided to the City in a format that is
compatible with the information technology systems of the City.
(111). If the Vendor does not comply with a public records
request, the City shall enforce the provisions of this Contract in
accordance with the terms and conditions of this Contract.
(IV). Failure by the Vendor to grant such public access and
comply with public records requests shall be grounds for immediate
unilateral cancellation of this Agreement by the City. The Vendor shall
promptly provide the City with a copy of any request to inspect or copy
public records in possession of the Vendor and shall promptly provide
the City with a copy of the Vendor's response to each such request.
0). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered on the last date of a signatory hereto as set forth below.
SIGNATURE BLOCKS FOLLOW:
51 Page
Dl"SignErr Jope ID:88A29E20-A4F5-4C16-991A-D3B1CA06BC5E
MASTER SERVICES AGREEMENT FOR
SECURITY REPAIRS, MAINTENANCE AND UPGRADES
(RFP -3136-20)
THIS AGREEMENT is dated as of the _�j day of �� 200 , by and
between MILLER ELECTRIC COMPANY, duly authorized to conduct business in the State of
Florida, whose business address is 6805 Southpoint Parkway, Jacksonville, Florida 32216, in this
Agreement "CONTRACTOR!, and SEMINOLE COUNTY, a charter county and political
subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E.
1' Street, Sanford, Florida 32771, in this Agreement "COUNTY".
WITNESSETH:
WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor
to provide security repairs, maintenance and upgrades to Seminole County; and
WHEREAS, COUNTY has requested and received expressions of interest for the retention
of services of CONTRACTORs; and
WHEREAS, CONTRACTOR is competent, qualified, and desires to provide those services
according to the terms and conditions stated herein,
NOW, THEREFORE, in consideration ofthe mutual understandings and covenants set forth
herein, COUNTY and CONTRACTOR agree as follows:
Section 1. Services.
(a) COUNTY hereby retains CONTRACTOR to provide services as further described
in the Scope of Services attached as Exhibit A and made a part of this Agreement.
CONTRACTOR is also bound by all requirements as contained in the solicitation package, all
addenda to this package, and CONTRACTOR's submission in response to this solicitation.
Required services will be specifically enumerated, described, and depicted in the Work Orders
CERTIFIED COPY- GRANTMALOY
SecurityRepairs, CLERK OF THE CIRCUIT COURT
p Maintenance and Upgrades AND COMPTROLLER OR
(RFP -3136-20) SEMI OUNTY,
Page 1 of 24
BY DEPUTY CLERK
DocuSign Envelope ID: BFAFD4D9-61D7-45F9-8A4B-324DA3F5D49D
Witnesses:
,—Docusigned by:
td2P64Rf-golafshan
Director
Attest:
or* -[$JEER$ MEMO= R-IMMINMORRUI
Approved as to form and legal
sufficiency.
/AOX&llt�,—
Miller Electric Company, a Florida
corporation.
By: FDocuSigned by:
av'A bbwMw&
An"470
VP
Date: 12/23/2020 1 5:39 AM PST
City Of Sanford
M
6l Page
Exhibit "A"
[Attach original government contract documents]
71 Page
P }
q;�puslyn F7rvelope ID: 88A29E20-A4F5-4Cl6-991A-D3BiCA06BC5E
authorizing purchase of specific services. This Agreement standing alone does not authorize the
purchase of services or require COUNTY to place any orders for work.
(b) CONTRACTOR may utilize labor categories that are not included in the fee proposal
for each Work Order, but that have been approved in the Master Agreement. If a substitution is
necessary, the work shall be completed within the approved Time Basis (Not -To -Exceed or
Limitation of Funds) Work Order amount, and in no event shall the Work Order amount be modified
as a result of any changes in labor categories. CONTRACTOR shall submit a written request to the
COUNTY's Project Manager for approval of any substitution prior to the utilization of any labor
category for service, and the COUNTY's Project Manager's approval of any substitution must take
place prior to submission of the invoice. Any approved labor category substitution shall be based on
the prevailing labor categories and their associated hourly rates established in the Master Agreement
that are in effect on the date of COUNTY's approval for any substitution.
Section 2. Term. This Agreement takes effect on the date of its execution by COUNTY
and continues for a period of three (3) years. At the sole option of COUNTY, this Agreement may
be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term
of this Agreement will have no effect upon Work Orders issued pursuant to this Agreement and
prior to the expiration date. Obligations by both parties under such Work Orders will remain in
effect until delivery and acceptance of the services authorized by the respective Work Order. The
first three (3) months of the initial term are considered probationary. During the .probationary
period, COUNTY may immediately terminate this Agreement at any time, with or without cause,
upon written notice to CONTRACTOR.
Section 3. Authorization for Services.
(a) Authorization for provision of services by CONTRACTOR under this Agreement
must be in the form of written Work Orders issued and executed by COUNTY. A sample Work
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Order is attached as Exhibit B. Each Work Order will describe the services required, state the
dates for delivery of services, and establish the amount and method of payment. The Work Orders
must be issued under and incorporate the terms of this Agreement. COUNTY makes no covenant,
or promise as to the number of available Work Orders or that CONTRACTOR will perform any
Work Order for COUNTY during the life of this Agreement. COUNTY reserves the right to
contract with other parties for the services contemplated by this Agreement when it is determined
by COUNTY to be in the best interest of COUNTY to do so.
(b) In the event CONTRACTOR fails to meet the response times as required in the Scope
of Services, CONTRACTOR shall pay liquidated damages in the amount of Two Hundred Fifty and
No/100 Dollars ($250.00) per incident for not responding within the contracted four (4) hour
emergency response time and One Hundred Fifty and No/100 Dollars ($150.00) per incident for not
responding within the contracted seventy-two (72) hour non -emergency response time.
Section 4. Time for Completion. The services to be provided by CONTRACTOR must
be delivered, as specified in such Work Orders as may be issued under this Agreement, within the
time specified in the Work Order.
Section 5. Compensation. COUNTY agrees to compensate CONTRACTOR for the
professional services provided for under this Agreement on either a "Fixed Fee" basis or on a "Time
Basis Method" at the rates as outlined in Exhibit C.
Section 6. Reimbursable Expenses.
(a) If a Work Order is issued on a Fixed Fee or Time Basis Method, then reimbursable
expenses are in addition to the hourly rates. Reimbursableexpenses are subject to the applicable
"Fixed Fee", "Not -to -Exceed" or "Limitation of Funds" amount set forth in the Work Order.
Reimbursable expenses may include actual expenditures made by CONTRACTOR, its employees or
Security Repairs, Maintenance and Upgrades
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DWuSIqn'LnWOPe' ID: 88A29E20-A4F54CI6-99lA.D3B1CA08BC5E
its professional associates -in the interest of the Project for the expenses listed in the following
paragraphs:
(1) Travel expenses in connection with the Project based on Sections 112.061(7)
and (8), Florida Statutes, or its successor and subject to the limitation listed below; long distance calls
and telegrams; and fees paid for securing approval of authorities having jurisdiction over the Project.
Reimbursement for meals, travel, vehicle mileage, tolls and parking shall not apply to local employees
of CONTRACTOR
A. Reimbursement for mileage shall be at the rate allowable by the
Federal Internal Revenue Services. Reimbursement for local mileage, defined as within a fifty (50)
mile radius of the job site, is not allowed.
B. Car rental reimbursement is limited to compact cars for up to two (2)
occupants and intermediate cars for more than two (2) occupants.
C. Reimbursement for lodging shall be at $75.00 or the actual expenses
for lodging at a "non -resort" -type hotel located in Seminole County, Florida.
D. Meals shall not exceed:
I Breakfast:
$6.00 without receipts
$10.00 with receipts;
2. Lunch:
$11.00 without receipts
$13.00 with receipts;
3. Dinner:
$19.00 without receipts
$27.00 with receipts.
E. Reimbursement for airfare shall be based on coach rates.
(2) Expense of reproduction, postage and handling of drawings and specifications
are authorized at actual cost only.
Security Repairs, Maintenance and Upgrades
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DbbuS19n'En6elope 1D: 88A29E20-A4F5-4C16-991A D3B1CA06BC5E
(3) If authorized in writing in advance by COUNTY, the. cost of other
expenditures made by CONTRACTOR in the interest of the Project.
(b) Any reimbursable expenses under this Agreement shall be supported by a source
document such as a receipt or invoice with the employee's name, project name and brief explanation
of the expense. All reimbursable expenses shall be itemized on the invoices.
(c) All reimbursable expenses must be allowable, allocable to the contract and reasonable,
as solely determined by COUNTY.
Section 7. Payment and Billing.
(a) If the Scope of Services required to be performed by a Work Order is clearly defined,
the Work Order shall be issued on a Fixed Fee Basis. CONTRACTOR shall perform all work
required by the Work Order, but in no event shall CONTRACTOR be paid more thann the negotiated
Fixed Fee amount stated therein.
(b) If the Scope of Services is not clearly defined, the Work Order may be issued on a
Time Basis Method and contain a Not -to -Exceed amount. If a Not -to -Exceed amount is provided,
CONTRACTOR shall perform all work required by the Work Order, but in no event shall
CONTRACTOR be paid more than the Not -to -Exceed amount specified in the applicable Work
(c) If the Scope of Services is not clearly defined, the Work Order may be issued on a
Time Basis Method and contain a Limitation of Funds amount. CONTRACTOR is not authorized to
exceed that amount without the prior written approval of COUNTY. Said approval, if given by
COUNTY, shall indicate a new Limitation of Funds amount. CONTRACTOR shall advise
COUNTY whenever CONTRACTOR has incurred expenses on any Work Order that equals or
exceeds eighty percent (801/o) of the Limitation of Funds amount.
Security Repairs, Maintenance and Upgrades
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(d) For Work Orders issued on a Fixed Fee Basis, CONTRACTOR may invoice the
amount due based on the percentage of total Work Order services actually performed and completed,
but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a
percentage of the total services actually completed. COUNTY shall pay CONTRACTOR ninety
percent (90%) of the approved amount on Work Orders One Hundred Thousand and No/I 00 Dollars
($100,000.00) and over in value and one hundred percent (100%) of the approved amount on Work
Orders under One Hundred Thousand and No/l 00 Dollars ($100,000.00) in value issued on a Fixed
Fee Basis.
(6) For Work Orders issued on a Time Basis Method with a Not -to -Exceed amount,
CONTRACTOR may invoice the amount due for actual work hours performed, but in no event shall
the invoice amount exceed a percentage of the Not -to -Exceed amount equal to a percentage of the
total services actually completed. COUNTY shall pay CONTRACTOR ninety percent (90%) of the
approved amount on Work Orders One Hundred Thousand.and No/100 Dollars ($100,000.00) and
over in value issued on a Time Basis Method with a Not -to -Exceed amount and one hundred percent
(100%) of the approved amount on Work Orders under One Hundred Thousand and No/100 Dollars
($100,000.00) in.
(f) Each Work Order One Hundred Thousand and No/100 Dollars ($100,000.00) and
over in value issued on a Fixed Fee Basis or Time Basis Method with a Not -to -Exceed amount shall
be treated separately for retainage purposes. If COUNTY determines that work is substantially
complete and the amount retained is considered to be in excess, COUNTY may, at its sole and
absolute discretion, release the retainage or any portion thereof.
(g) For Work Orders issued on a Time Basis Method with a Limitation of Funds amount,
CONTRACTOR may invoice the amount due for services actually performed and completed.
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COUNTY shall pay CONTRACTOR one hundred percent (100%) of the approved amount on Work
Orders issued on a, Time Basis Method with a Limitation of Funds amount.
(d) The original invoice must be sent to:
Director of County Comptroller's Office
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford, FL 32772-8080
A copy of the invoice must be sent to:
Seminole County Environmental Services Department
500 W. Lake Mary Boulevard
Sanford, FL 32773
(h) Upon review and approval of CONTRACTOR's invoice, COUNTY shall pay
CONTRACTOR the approved amount, in accordance with the terms as set forth in Chapter 218,
Part VII, Florida Statutes.
Section 8. General Terms of Payment and Billing.
(a) Upon satisfactory completion of work required hereunder and upon acceptance of the
work by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of compensation
provided for under the terms of this Agreement and less any amount already paid by COUNTY.
COUNTY shall pay CONTRACTOR within thirty (30) days of receipt of proper invoice.
(b) COUNTY may perform or have performed an audit of the records of CONTRACTOR
at any time during the term of this Agreement and after final payment to support final payment
hereunder. Audits may be performed at a time mutually agreeable to CONTRACTOR and
COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as
provided for in this Section and the total compensation so determined shall be used to calculate final
payment to CONTRACTOR. Conduct of this audit shall not delay final payment as provided by this
Section.
Security Repairs, Maintenance and Upgrades
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(c) In addition to the above, if Federal funds are used for any work under the Agreement,
the Department of Housing and Urban Development, the Comptroller General of the United States or
any of their duly authorized representatives shall have access to any books, documents, papers and
records of CONTRACTOR which are directly pertinent to work performed under this Agreement for
purposes of making audit, examination, excerpts and transcriptions.
(d) CONTRACTOR agrees to maintain all books, documents, papers, accounting records
and other evidence pertaining to work performed under this Agreement in such a manner as will
readily conform to the terms of this Agreement and to make such materials available at
CONTRACTOWs office at all reasonable times during the Agreement period and for five (5) years
from the date of final payment under the contract for audit or inspection as provided for in subsections
(b) and (c) of this Section.
(e) In the event any audit or inspection conducted after final payment, but within the
period provided in paragraph (d) of this Section, reveals any overpayment by COUNTY under the
terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty
(30) days of notice by COUNTY.
Section 9. Responsibilities of CONTRACTOR
(a) CONTRACTOR shall be responsible for the professional quality, technical accuracy,
competence, methodology, accuracy and the coordination of all of the following which are listed for
illustration purposes and not as a limitation: documents, analysis, reports, data, plans, plats, maps,
surveys, specifications and any and all other services of whatever type or nature furnished by
CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation,
correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings,
specifications and any and all other services of whatever type or nature.
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(b) Neither COUNTY's review, approval or acceptance of nor payment for any of the
services required shall be construed to operate as a waiver of any rights under this Agreement nor of
any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be
and always remain liable to COUNTY in accordance with applicable law for any and all damages to
COUNTY caused by CONTRACTOR's negligent or wrongful performance of any of the services
furnished under this Agreement.
Section 10. Ownership of Documents. All deliverable analysis, reference data, survey data,
plans and reports or any other form of written instrument or document that may result from
CONTRACTOR's services or have been created during the course of CONTRACTOR's
performance under this Agreement shall become the property of COUNTY after final payment is
made to CONTRACTOR..
Section 11. Termination.
(a) COUNTY may, by written notice to CONTRACTOR, terminate this Agreement or
any Work Order issued under this Agreement, in whole or in part, at any time, either for
COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its obligations
under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately
discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all
data, drawings, specifications, reports, estimates, summaries, and any and all such other
information and materials of whatever type or nature as may have been accumulated by
CONTRACTOR in performing this Agreement, whether completed or in process.
(b) If the termination is for the convenience of COUNTY, CONTRACTOR will be
paid compensation for services performed to the date of termination.
(c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations
under this Agreement, COUNTY may take over the work and carry it to completion by other
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agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all
reasonable additional costs associated with CONTRACTOR's failure to fulfill its obligations
under this Agreement.
(d) CONTRACTOR will not be liable for such additional costs if the failure to perform
the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR
will be responsible and liable for the'actions by its subcontractors, agents, employees, persons, and
entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR
include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually
severe weather, but in every case the failure to perform must be beyond the control and without
any fault or negligence of CONTRACTOR.
(c) If after notice of termination for CONTRACTOR's failure to fulfill its obligations
under this Agreement it is determined that CONTRACTOR had not so failed, the termination will
be conclusively deemed to have been effected for the convenience of COUNTY. In such event,
adjustment in the Agreement price will be made as provided in subsection (b) of this Section.
(f) The rights and remedies of COUNTY provided for in this Section are in addition
and supplemental to any and all other rights and remedies provided by law or under this
Agreement.
Section 12. Conflict with Contract Documents. Wherever the terms of this Agreement
conflict with any Work Order issued pursuant to it or any other contract documents, including
proposals submitted by CONTRACTOR, this Agreement will prevail. For the avoidance of doubt,
proposals and any other documents submitted by CONTRACTOR are not incorporated into this
Agreement, unless expressly stated otherwise.
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t �� "
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Section 13. Equal Opportunity Employment. CONTRACTOR shall not discriminate
against any employee or applicant for employment for work under this Agreement because of race,
color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure
that applicants are employed and employees are treated during employment without regard to race,
color, religion, sex, age, disability, or national origin. This provision includes, but is not limited
to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or
termination, rates of pay or other forms of compensation and selection for training including
apprenticeship.
Section 14. No Contingent Fees. CONTRACTOR warrants that it has not employed or
retained any company or person other than a bona fide employee working solely for
CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee working solely
for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon
or resulting from award or making of this Agreement. For the breach or violation of this provision,
COUNTY will have the right to terminate the Agreement at its sole discretion without liability and
to deduct from the Agreement price or otherwise recover the full amount of such fee, commission,
percentage, gift, or consideration.
Section 15. Conflict of Interest.
(a) CONTRACTOR shall not engage in any action that would create a conflict of
interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate
or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics
in government.
(b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY
has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either
Security Repairs, Maintenance and Upgrades
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directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement
and that no such person will have any such interest at any time during the term of this Agreement.
Section 16. Assignment. Neither this Agreement nor any interest in it may be assigned,
transferred, or otherwise encumbered under any circumstances by either party without prior written
consent of the other party and in such cases only by a document of equal dignity with this
Agreement.
Section 17. Subcontractors. CONTRACTOR shall first secure the prior written approval
of COUNTY before engaging or contracting for the services of any subcontractors under this
Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any
subcontractors under this Agreement.
Section 18. Indemnification of COUNTY. To the fullest extent permitted by law,
CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners,
officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and
lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR's
provision of materials or services under this Agreement caused by CONTRACTOR's act or
omission in the performance of this Agreement.
Section 19. Insurance.
(a) General. CONTRACTOR shall procure and maintain insurance required under this
Section at CONTRACTOR's own cost.
(1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on
a current ACORD Form signed by an authorized representative of the insurer evidencing the
insurance required by this Section (Professional Liability, Workers' Compensation/Employer's
Liability, Commercial General Liability, and Business Auto). The Certificate must have the
Agreement number for this Agreement clearly marked on its face. COUNTY, its officials,
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DUcuSign'Ethvelope ID: 88A29E20•A4F6-4C16-991A-D3B1CA06BC5E
officers, and employees must be named additional insureds under the Commercial General
Liability, Umbrella Liability and Business Auto policies. If the policy provides for a blanket
additional insured coverage, CONTRACTOR shall provide a copy of the section of the policy
along with the Certificate of Insurance. If the coverage does not exist, the policy must be -endorsed
to include the named additional insureds as described in this subsection. The Certificate of
Insurance must provide that COUNTY will be provided, by policy endorsement, not less than
thirty (30) days written notice prior to the cancellation or non -renewal, or by a method acceptable
to COUNTY. Until such time as the insurance is no longer required to be maintained by
CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement
Certificate of Insurance before expiration or replacement of the insurance for which a previous
Certificate of insurance has been provided.
(2) In addition to providing the Certificate of Insurance on a current ACORD
Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a
certified copy of each of the policies of insurance providing the coverage required by this Section
within thirty (30) days after receipt of the request. Certified copies of policies may be provided by
the insurer, agent, or broker.
(3) Neither approval by COUNTY nor failure to disapprove the insurance
provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for
performance of any obligation, including its indemnification of COUNTY, under this Agreement.
(b) Insurance Company Requirements. Insurance companies providing the insurance
under this Agreement must meet the following requirements:
(1) Companies issuing policies must be authorized to conduct business in the
State of Florida and prove such authorization by maintaining Certificates of Authority or Letters
of Eligibility issued to the companies by the Florida Office of Insurance Regulation. Alternatively,
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r
DocuSign'rzavelope ID:88A29E20-A4FS-4C1&991A-D3B1CA06BC5E
policies required by this Agreement for Workers' Compensation/Employer's Liability, may be
those authorized as a group self -insurer by Section 624.462 1, Florida Statutes.
(2) In addition, such companies must have and maintain, at a minimum, a Best's
Rating of "A-" and a minimum Financial Size Category of "VII" according to A.M. Best Company.
(3) If, during the period that an insurance company is providing the insurance
coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority,
or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the
CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge
of any such circumstance and immediately replace the insurance coverage provided by the
insurance company with a different insurance company meeting the requirements of this
Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an
insurer acceptable to COUNTY, CONTRACTOR will be deemed to be in default of this
Agreement.
(c) Specifications. Without limiting any of the other obligations or liability of
CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types
of insurance conforming to the minimum requirements set forth in this subsection, at
CONTRACTOR's sole expense. Except as otherwise specified in this Agreement, the insurance
will become effective upon execution of this Agreement by CONTRACTOR and must be
maintained in force until the expiration of this Agreement's term or the expiration of all Orders
issued under this Agreement, whichever comes last. Failure by CONTRACTOR to maintain this
required insurance coverage within the stated period will constitute a material breach of this
Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and
types of insurance must conform to the following minimum requirements:
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(1) Workers' Compensation/Employer's Liability.
(A) CONTRACTOR's insurance must cover it for liability'that would
be covered by the latest edition of the standard Workers' Compensation policy as filed for use in
Florida by the National Council on Compensation Insurance without restrictive endorsements.
CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors
of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's
employees. The minimum required limits to be provided by both CONTRACTOR and its
subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida
Workers' Compensation Act, where appropriate, coverage must be included for the United States
Longshoremen and Harbor Worker's Compensation Act, Federal Employee's Liability Act, and
any other applicable Federal or State law.
(B) Subject to the restrictions of coverage found in the standard
Workers' Compensation policy, there will be no maximum limit on the amount of coverage for
liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's
and Harbor Worker's Compensation Act, or any other coverage customarily insured under Part
One of the standard Workers' Compensation policy.
(C) The minimum amount of coverage under Part Two of the standard
Workers' Compensation policy is required to be the following:
$500,000.00 (Each Accident)
$500,000.00 (Disease -Policy Limit)
$500,000.00 (Disease -Each Employee)
(2) Commercial General Liability.
(A) CONTRACTOR's insurance must cover it for those sources of
liability that would be covered by the latest edition of the standard Commercial General Liability
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Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance
Services Office. Coverage must not contain any endorsements excluding or limiting
Products/Completed Operations, Contractual Liability, or Separation of Insureds.
(B) CONTRACTOR shall maintain these minimum insurance limits:
General Aggregate Two Times (2x) the Each Occurrence Limit
Personal & Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
Pollution Liability' $1,000,000.00
.(3) Professional Liability Insurance. CONTRACTOR shall carry Professional
Liability Insurance with limits of not less than One Million and No/l00 Dollars ($1,000,000.00).
(4) Business Auto Policy.
(A) CONTRACTOR's insurance must cover CONTRACTOR for
those sources of liability which would be covered by Section 11 of the latest edition of the standard
Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the
Insurance Services Office. Coverage must include owned, non -owned, and hired autos or any
auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles,
CONTRACTOR shall maintain coverage for hired and non -owned auto liability for autos used by
CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General
Liability policy or separate Business Auto Liability policy. If the contract involves operations
governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS -90 is required.
(B) The minimum limits to be maintained by CONTRACTOR must be
per -accident combined single limit for bodily injury liability and property damage liability.
(C) The minimum amount of coverage under the Business Auto Policy
is required to be the following:
Combined Single Limit $1,000,000.00
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(d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement
must apply on a primary and non-contributory basis, and any other insurance or self-insurance
maintained by COUNTY or COUNTY's officials, officers, or employees must be in excess of and
not contributing to the insurance provided by or on behalf of CONTRACTOR.
(e) Occurrence Basis. The Workers' Compensation policy, the Commercial General
Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence
rather than a claims -made basis. The Professional Liability insurance policy may be on an
occurrence basis or claims -made basis. If a claims -made basis, the coverage must respond to all
claims reported within three (3) years following the period for which coverage is required and
which would have been covered had the coverage been on an occurrence basis.
(f) Obligations. Compliance with the foregoing insurance requirements will not
relieve CONTRACTOR, its employees, or its agents of liability from any obligation under this
Section or any other Section of this Agreement.
Section 20. Dispute Resolution.
(a) In the event of a dispute related to any performance orpayment obligation arising
under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution
procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative
dispute resolution procedures for proper invoice and payment disputes are set forth in Section
22.15, "Prompt Payment Procedures", Seminole County Administrative Code. COUNTY
administrative dispute resolution procedures for contract claims related to this Agreement, other
than for proper invoice and payment disputes, are set forth in Section 3.5540, "Contract Claims",
Seminole County Administrative Code.
(b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR
hereby waives any claim or defense based on facts or evidentiary materials that were not presented
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for consideration in COUNTY administrative dispute resolution procedures set forth in subsection
(a) above of which CONTRACTOR had knowledge and failed to present during COUNTY
administrative dispute resolution procedures.
(c) In the event that COUNTY administrative dispute resolution procedures are
exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve
disputes through voluntary mediation and to select a mutually acceptable mediator. The parties
participating in the voluntary mediation shall share the costs of mediation equally.
Section 21. Representatives of COUNTY and CONTRACTOR.
(a) It is recognized that questions in the day to day conduct of performance pursuant
to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and
advise CONTRACTOR in writing of one or more of its employees to whom to address all
communications pertaining to the day to day, conduct of this Agreement. The designated
representative will have the authority to transmit instructions, receive information, and interpret
and define COUNTY's policy and decisions pertinent to the work covered by this Agreement.
(b) At all times during the normal work week, CONTRACTOR shall designate or
appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and
bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to
this Agreement, and who will keep COUNTY continually and effectively advised of such
designation.
Section 23. Modifications, Amendments or Alterations. No modification, amendment,
or alteration in the terms or conditions contained in this Agreement will be effective unless
contained in a written amendment executed with the same formality and of equal dignity with this
Agreement.
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Section 24. Independent Contractor. Nothing in this Agreement is intended or may be
construed as in any manner creating or establishing a relationship of co-partners between the
parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an
agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever.
CONTRACTOR is and will remain forever an independent contractor with respect to all services
performed under this Agreement.
Section 25. Employee Status. Persons employed by CONTRACTOR in the performance
of services and functions pursuant to this Agreement have no claim to pension, workers'
compensation, unemployment compensation, civil service, or other employee rights or privileges
granted to COUNTY's officers and employees, either by operation of law or by COUNTY.
Section 26. Services Not Provided For. No claim for services provided by
CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY.
Section 27. Public Records Law.
(a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section
24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members
of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply
with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling
of the materials created under this Agreement and this statute controls over the terms of this
Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all
requested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or
copy the requested records within a reasonable time and at a cost that does not exceed costs as
provided under Chapter 119, Florida Statutes.
(b) CONTRACTOR specifically acknowledges its obligations to comply with Section
119.070 1, Florida Statutes, with regard to public records and shall perform the following:
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(1) CONTRACTOR shall keep and maintain public records that ordinarily and
necessarily would be required by COUNTY in order to perform the services required under this
Agreement,
(2) CONTRACTOR shall provide the public with access to public records on
the same terms and conditions that COUNTY would provide the records and at a cost that does
not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3) CONTRACTOR shall ensure public records that are exempt or confidential
and exempt from public records disclosure requirements are not disclosed, except as authorized by
law.
(c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to
COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public
records required by COUNTY under this Agreement. If CONTRACTOR transfers all public
records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. If CONTRACTOR keeps and maintains the public records upon completion of this
Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a
format that is compatible with the information technology systems of COUNTY.
(d) Failure to comply with this Section will be deemed a material breach of this
Agreement for which COUNTY may terminate this Agreement immediately upon written notice
to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in
Section 119. 10, Florida Statutes.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
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TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY
PURCHASING AND CONTRACTS MANAGER, AT 407-665-71163,
PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND
CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.
Section 28. Compliance with Laws and Regulations. in providing all services pursuant
to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations
pertaining to or regulating the provision of such services, including those now in effect and
subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will
constitute a material breach of this Agreement and will entitle COUNTY to terminate this
Agreement immediately upon delivery of written notice of termination to CONTRACTOR.
Section 29. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely
responsible for obtaining the right to use any patented or copyrighted materials in the performance
of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless
COUNTY and its employees from liability of any nature or kind, including costs and expenses for
or on account of any copyrighted, patented, or unpatented invention, process, or article
manufactured or supplied by CONTRACTOR. In the event of any claim against COUNTY of
copyright or patent infringement, COUNTY shall promptly provide written notification to
CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly
purchase for COUNTY any infringing products or services or procure a license at no cost to
COUNTY that will allow continued use of the service or product. If none of the alternatives are
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reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive
reimbursement, if any, as may be determined by a court of competent jurisdiction.
Section 30. Notices. Whenever either party desires to give notice to the other, it must be
given by written notice, sent by registered or certified United States mail, return receipt requested,
addressed to the party for whom it is intended at the place last specified. The place for giving of
notice will remain such until it has been changed by written notice in compliance with the
provisions of this Section. For the present, the parties designate the following as the respective
places for giving of notice:
For COUNTY:
Seminole County Environmental Services Department
500 W. Lake Mary Boulevard
Sanford, FL 32773
With a copy to:
Seminole County Purchasing & Contracts Division
1301 E. Second Street
Sanford, FL 32771
For CONTRACTOR:
Miller Electric Company
6805 Southpoint Parkway
Jacksonville, Fl, 32216
Section 31. Rights At Law Retained. The rights and remedies of COUNTY provided for
under this Agreement are in addition and supplemental to any other rights and remedies provided
by law.
Section 32. E -Verify System Registration.
(a) CONTRACTOR must register with and use the E -Verify system to verify the work
authorization status of all new employees prior to entering into this Agreement with COUNTY. if
COUNTY provides written approval to CONTRACTOR for engaging with or contracting for the
services of any subcontractors under this Agreement, CONTRACTOR must require certification
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[Yocusign.�Ivelope 6: 88A29E20-A4FSAC16.991A-D3B1CAWBC5E
from the subcontractor that at the time of certification, the subcontractor does not employ, contract,
or subcontract with an unauthorized alien. CONTRACTOR must maintain a copy of the -foregoing
certification from the subcontractor for the duration of the agreement with the subcontractor.
(b) If COUNTY has a good faith belief that CONTRACTOR has knowingly violated
this Section, COUNTY shall terminate this Agreement, If COUNTY terminates this Agreement
with CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1)
year after the date on which this Agreement is terminated. If COUNTY has a good faith belief
that a subcontractor knowingly violated this Section, but CONTRACTOR otherwise complied
with this Section, COUNTY must promptly notify CONTRACTOR and order CONTRACTOR to
immediately terminate its agreement with the subcontractor.
IN WITNESS WHEREOF, the parties have made and executed this Agreement for the
purposes stated above.
DoeuWped by,
Michele ESPling
Print Name
5 oocuftredbr.
Swk
*j.dW0Eb24W
Whitney Jesonek
Print Name
By: FDowSignedby.
lt&.4 f*W00W
XNWi;OWMAN, Vice -President
Date: 10/12/2020 1 7:00 Am PDT
[Balance of this page intentionally blank; signatory page continues on next page]
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DbcuSIgn'EnveIop6 ID: 88A29E20-A4FS4C16-991A-D3BICA06BC5E
For the use and reliance of
Seminole County only.
Approved as to form and
legal sufficiency.
County Attorney
BP/Ipk/DGS
4/28/t20 9/1/201017/20
T.-\usmv.epI secmtary COT=hwing 2020)M-3136.doc
Attachments:
Exhibit A - Scope of Services
Exhibit B - Sample Work Order
Exhibit C - Contract Pricing
SEMJNOI,E�VOLJNTY, FLORIDA
M
BETSY CO " " ' In Purchasing and
Rwn
Contracts ;an ger
Date:
As authorized for execution by the Board of
County Commissioners at its StAkm 6e
20_, regular meeting.
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Page 24 of 24
Exhibit A
EXHIBIT A
SCOPE OF SERVICES
Programming, repair, maintenance, support, construction, and installation services for
physical security, electronic security, access control, and video surveillance systems.
I. GENERAL
The Contractor will be responsible for various maintenance, repair, refurbishment, construction
and equipment renewal of physical and electronic security projects associated with utility
facilities (water, wastewater and reclaim). The Contractor will furnish all parts, materials,
equipment, labor and supervision as necessary to calibrate, maintain, construct and install the
assigned repair, refurbishment and replacement security system project(s). The Contractor
will supply technical and programming services for the purpose of maintaining and optimizing
various security databases and systems within Seminole County Environmental Services
Department facilities.
Il. SPECIAL CONDITIONS:
A. Contractor must have and maintain the licenses and certifications stated below during the
entire term of the Agreement:
Contractor shall maintain on staff, a Risk Assessment Methodology for Water
utilities (RAM -W) certified employee with experience in performing Vulnerability
Assessments for Water, Wastewater and Reclaim facilities per Homeland Security
and EPA Guidelines. The RAM -W methodology was developed.by Sandia National
Laboratories, in conjunction with the EPA, and the AWWARF. The methodology
assigns quantification of consequences, identification of threats, policy,
equipment, and human procedures that can reduce risks. It is specifically targeted
for the water and wastewater industries.
2. The Contractor shall be an authorized GenetecTM Enterprise Elite certified
integrator, and have on staff no less than four (4) factory trained technicians in the
installation, maintenance and service of OmnicastTm digital video surveillance
systems.
3. The Contractor shall be an authorized Genetec certified integrator, and have on
staff no less than two factory trained technicians in the installation, maintenance
and service of Synerg iSTMIP access control systems.
4. The Contractor shall be an authorized Hy -Security TM gate operator service and
installation agent and have no less than one factory trained technician in the
installation and service of SidedriverTM Series hydraulic gate operators.
5. The Contractor shall be a Florida Certified Electrical Contractor. (EC minimum)
6. The Contractor shall be a Florida Certified General Contractor (GC) and have a
minimum of 5 years experience in performing physical security improvements to
utility structures, walls, fences and other apparatuses needed to secure water and
waste water facilities.
7. The Contractor shall maintain on staff or partner with a Cisco CCNA certified
associate when interacting with the security communications network. The
Exhibit A
Contractor shall utilize "Like for Like" parts for all existing systems which may affect
the security communications network. For all new systems and system
enhancements, all parts shall be supplied by a Cisco Premier Partner.
8. The Contractor shall be a "Genetec Elite Partner"
9. The Contractor shall be a "Digital Monitoring Products" Authorized Reseller.
10. The Contractor shall be an "Axis Gold Partner" and Authorized Reseller of Axis
products.
B. Response Time:
1. The Contractor must maintain an inventory of applicable Hy-SecurityTM gate
operator, AxiSTM, and HIDTIO parts and provide delivery within four (4) hours for
inoperable systems and delivery within 5 business days for non -emergency needs.
2. The Contractor must be able to provide service twenty-four (24) hours per day,
including weekends and holidays. The Contractor must be able to respond with a
knowledgeable, trained technician to Seminole County sites within four (4) hours
of notification for critical emergency service and within seventy-two (72) hours of
notification for non-critical non -emergency service.
3. The Contractors(s) shall provide the services of a professional answering- service
or dispatcher service for non -normal business hours contact.
III. PROJECT ASSIGNMENT AND PRICING:
For each project, the Contractors shall submit a complete written estimate prior to initiation of
any work. An authorized representative from Seminole County will evaluate the estimates, and
if found acceptable, shall provide written authorization in the form of an executed Work Order
prior to the Contractor proceeding with the work. The County shall not honor any unauthorized
charges.
IV. SUB -CONTRACTORS, PERMITS AND PARTS:
A. Sub -contractors shall only be utilized after receiving written approval in the form of an
executed Work Order from the County. Charges for sub -contractors shall be marked -up
per the bid schedule and the Contractor shall be required to provide supporting
documentation of sub -contractors charges.
B. The Contractor shall be responsible to apply for and obtain all permits required to
complete the assigned projects. Charges for permits fees shall not be marked up and the
Contractor shall provide supporting documentation of all permit fee charges.
C. All parts necessary to complete the assigned projects shall be marked up at rate no
greater than the maximum mark up as shown on the bid schedule form. No additional
delivery costs will be paid. The Contractor will be required to provide supporting
documentation of actual parts costs for every invoice submitted.
Exhibit A
V. SCOPE OF WORK:
A. Repairs / Corrective Maintenance: In the event of equipment failure, the Contractor will
provide the supervision, labor, and equipment necessary to return the affected system(s)
to normal operation. The Contractor will also provide the necessary replacement
materials and parts. The Contractor is expected to respond 24 hours a day, seven days
a week, and to be on-site with a trained technician within four (4) hours after being notified
of critical need, within seventy-two (72) hours for non-critical needs in accordance with
the terms of this Contract.
B. Preventive Maintenance: The Contractor will perform inspections, cleaning, performance
checks, and consumable replenishment or replacement, and system calibrations. The
Contractor will provide a breakdown of recommended PIVI activities and schedule for
SCESD approval.
C. Renewal and Replacement: If as a result of either corrective or preventive maintenance
the Contractor discovers deficiencies, and the correction or resolution of such deficiencies
requires a level of effort or expenditure beyond the scope of this Contract, the Contractor
is expected to recommend and propose replacement or refurbishment of system
components. The Contractor is also expected to provide a proposal for such replacement
or refurbishment at the request of SCESD, although such work is outside the scope of
this Contract and will require a separate work order.
D. Provision of Material and Parts: The Contractor is expected to provide the necessary
materials and replacement parts for both corrective and preventive maintenance. SCESD
may at its option provide parts and consumables from its own inventory for Contractor
installation.
E. Asset Inventory and Database: The Contractor will create and maintain, in a format
acceptable to SCESD, a database of all equipment (including recommended spare parts)
covered by this Contract. Definitions, identification conventions, and an initial list of
security system components will be provided by SCESD; the Contractor will verify all
asset data provided by SCESD and confirm its accuracy. The Contractor is also expected
to add to, delete from, or modify any security system asset data provided by SCESD. All
replaced equipment will be bar coded and entered into the database. The database will
remain the property of SCESD.
F The Contractor shall assist in document review, construct, furnish and install all security
control and associated equipment as specified to perform the intended function on an as -
required basis. Work shall include the following: all labor, materials and equipment to
complete the design; manufacturing and factory tests; delivery to the site; programming;
interfacing with all existing alarm, access control, video and security systems; calibration;
installation; system start-up services; training; and incidentals required to completely
furnish and install security equipment at Seminole County Environmental Services
Department's facilities as designated.
G. The Contractor shall supply technical and programming services on an as required basis
to troubleshoot and optimize SCESD's existing alarm, access control, and video
surveillance systems. These services shall be charged on an hourly basis per the bid
schedule.
Exhibit A
H. Programming services shall include alarm, access control, and video surveillance
equipment and systems programming, software maintenance and data backups. The
hourly rates for these services shall include all application and documentation files being
supplied to Seminole County on electronic media. All Contractor -supplied programming
services and applications turned over to or installed in Seminole County systems shall
become property of Seminole County.
1. The Contractor shall provide technical support such as cost estimates, advice pertaining
to the advisability of repair versus replacement, life expectancy, and maintenance
recommendations at no additional costs to the County.
I The Contractor shall supply technical telephone support services on an as required basis.
This telephone support shall be charged for on a per call base rate for the first thirty (30)
minutes and then in fifteen minute increments. At the start of each telephone support
session, the Contractor shall assign a "Case Number" and log the start time and
completion time. Billing shall be based on these logs.
K. The Contractor shall provide Vulnerability Assessments on new and existing facilities per
Homeland Security and EPA Guidelines. These services shall be provided as Security
Consultant Services.
V1. QUANTITIES:
The estimated quantities are given only as a guideline for preparing the proposal and should not
be construed as representing actual quantities to be purchased under this contract. The County
makes no covenant or promise as to the number of available projects, or quantity of hours, or
amount of work that the Contractor will perform on any project for the County during the life of
this Agreement.
VII. EMERGENCY SERVICES:
A. Emergency Services are those services initiated during non -normal business hours and
requiring priority response. Emergency Service shall be billed at the scheduled hourly
rates plus emergency service multiplier. Planned or scheduled work during non -business
hours shall not be considered emergency service and shall be invoiced at the normal
scheduled rates.
B. Normal Business Hours under this agreement are Monday through Friday, 0600 through
1800 hours, excluding published County holidays.
C. The Contractor shall maintain a 24 hour, 365 day answering service for incoming service
calls. All service calls shall be logged and the log shall be submitted to SCESD on a
monthly basis.
D. The Contractor shall pay a $250.00 per incident penalty for not responding within the
contracted four (4) hour emergency response time and $150.00 per incident for not
responding within the contracted seventy-two (72) hour non -emergency response time.
Exhibit A
Vill. OBLIGATIONS OF THE CONTRACTOR:
During the performance of work. pursuant to this Contract, the Contractor will:
A. Provide SCESD will a monthly schedule for all planned work, and reschedule such work
when notified by SCESD that the work cannot be performed at that time, The Contractor
will not be compensated if work cannot be performed due to foreseeable circumstances.
B. Employ professional, qualified, and responsible service technicians to perform the work.
The Contractor is expected to employ service technicians trained in the maintenance and
installation of the specific types of equipment used in the SCESD video and security
systems.
C. Observe all SCESD site access and security procedures. As these procedures are
subject to change, the Contractor is responsible for familiarizing the service technicians
with current requirements; violation of site access and security procedures is a serious
breach of the terms of this Contract. Failure to personally and properly notify SCESD
SCADA Operations as required is a violation of the terms of this Contract. For each on-
site visit to an SCESD facility the Contractor's service technicians will, at a minimum:
I ) Notify SCESD SCADA Operations at (407) 665-2767 for proper entry.
2) Upon entry, document the date, time of arrival, name of all personnel, and reason
for the visit into the facility's log book.
3) Document into the facility's log book completion of the work prior to exiting the
facility and notify SCESD SCADA Operations at (407) 665-2767.
D. Maintain documentation of all work performed under this Contract on forms provided or
approved by SCESD. All such documentation will become the property of SCESD upon
termination of this Contract. Invoices submitted by the Contractor will not be approved for
payment unless written documentation of all work for which the Contractor seeks payment
are attached. At the minimum, documentation will include:
1) Contractor name, complete address, and contact information
2) Date, time, and location of site visit
3) Reason for site visit
4) Brief description of work performed or accomplished
5) Any observed deficiencies or operational issues and recommendations for
resolution
6) Required or recommended follow-up
7) Parts and/or consumables used
8) Labor hours
9) Participating Contractor personnel
10) Approval by an SCESD representative
11) Approval by Contractor Operations Manager
IX. WARRANTY:
All projects and work performed under this agreement shall have a minimum 24 month parts and
labor warranty. Should the manufacturer's warranties exceed 24 months, the manufacturers'
warranty shall prevail with only the Contractor's normal labor rates being charged after the initial
24 month period.
DocuSigri Eftelope ID: 88A29E20-A4F6-4C 1 6 -991A -D31311 CA06BC5E Sample Work Order
CONSULTING MSA WORK ORDER
Seminole County, Florida
SLUINULF U3UN711 Board of County Commissioners
I9iwol s Not:k" (16°a I
Master Agreement No. & Title: Dated:
Project Title: Work Order No:
Consultant:
Address:
ATTACHMENTS TO THIS WORK ORDER:
TIME FOR COMPLETION: The Consultant shall commence wit Work, acco,Fff ith this Work Order, as
provided herein, upon receipt of an executed copy of this War r, and �l complewtIl Work within (_) calendar
t V
days of the Effective Date shown below. Consultant's faflur 0 co Work in accordance with this Work Order
�em or Ca
e
is grounds for Termination of this Work Order and the Ma W wit
mor Cause.
The County shall compensate the Consultant (a fixed fee of not xceed) $
for satisfactory comp f the k. ent(s) must be made to the Consultant, in
accordance with the Contract Documents.
IN WITNESS WHEREOF, the Consultar County ha ecute this Work order, for the purposes stated herein, on
this _ day of is the Effective Date of this Work Order. An executed
copy of this Work Order serves as Not[ Pro a onsultant to begin work. Upon execution by both parties,
this Work Order will be Incor ted un aster eement. (THIS SECnON TO BE COMPLETED BY THE COUNTY)
(Authorized by
County Admin Code)
CONSULTANT:
By:
Signature - Consultant Representative
Date:
Printed Name:
Title:
As authorized for eion by the Board of County Witness:
Commissioners on 20___., if applicable.
Witness:
Signature
Printed Name:
OC #:
5
591M.
Signature
Printed Name:
" .
Kx 6-9e1A-03o cpmsBCae 3 -Rate Schedule
Proposal Section 5 — Proposed Fee Schedule L40 points)
Proposer shall provide a'Phoe using the form provided under this Section of this RFP solicitation, to
include all loaded hourly rates for the various labor cmtegoriam, in order to complete the Scope of Services.
These loaded mn$s are to be inclusive of all direct and indirect cost including reimbursable expenses. The
Estimated Hours are provided as a guideline for the amount of potential work under this Agreement, but the
County does not guarantee that all hours will be utilized. The evaluation for this criterion will be based on the
Estimated Project Total.
Description
Maximum Mark-up
Materials and Parts
is%-
-All
-Contractors
15%
-Sub
-Equipment Rentals
150,
Loaded Labor Bid Schedule Form
Est
Hours
Description
Units Unit Price
1500
Project Manager
perhour $125.00
6000
Installation Technician
perhour $lo5.00
5000
Installation Helper
per hour $ 95.00
3500
System Integration/Programming
Services
per hour $115.00
100
Draftsman/CAD Technician
-per hour $ 95.00
50
Telephone Support
Base Rate $ 95.00
25
Telephone Support Incremental
15 min. $ 65.00
100
Clerical (O&M Documentation)
per hour $ 75.00
100
Emergency Service/Crifical
per hour $145.00
MILLELE-01 ZALLEN
'4 Rvn CERTIFICATE OF LIABILITY INSURANCE
DATE(MMIDDMYY)
9128/2020
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 poilcy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsemen s .
PRaoucea
Cecil W. Powell 8, Company
219 N. Newnan Street
Jacksonville, FL 32202
JACT Maggie Keaton, AIC, ARM, CIG
INNccTN EMS (904) 353-3181 _ j x:(904) 353-5722 _
SG. mkeatonompoweliins.corn
INSURE S] AFFORDRiG COVERAGE NNC R
f
INSURER A: Zurich American Ins Co _. _ 116535
_
INSURED J
Miller Electric Company
INSURER B: Travelers Prop Cas Co of Am 125674
INSURER C:XL SiDeclalty Insurance Co 137885
INSURER D :
P O BOX 1799
Jacksonville, FL 32201.1799
INSURER E:
INSURER F:
...,..—Anse rreorlcleere Ai"UM00• REVISION NUMBER:
v THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
tNSR� .m.._„_
TYPE OF INSURANCE
MEL SU'BI2 _._. POLICY EFF
POLICY NUMBER
POLICY Exp.•.
LIMITS
A X 1 COMMERCIAL GENERAL LIABILRY
f
EACH OCCURRENCE i S 1,000,000
DAMAGE TO RENTED 1,000,000
pgEM( aoccunencai S
CLAIMS -MADE OCCUR
X X '',,GL0038137505 711!2020
71112021
MED EXP (AnY one persa i S 10,000
X U
Contractual
PERSONALBADVNJJURY $ 11000,000
GEN'L AGGREGATE LIMIT APPLIES PER
GENERAL AGGREGATE „ !S 2,000,000
PRODUCTS-COMPIOPAGG C S 2 000,000
POLICY DX JECT ❑X LOC
EBL AGGREGATE 1 1,000,000
OTHER:
A AUTOMOIMLELIABILITY
CgaMBINEDSINGLE LIMIT µ „` x'NTM^2,000,000
XC ANY AUTO
X X iBAP038137605 7/1/2020
71112021
BODILY INJURY wer person)_ $
OWNED }SCHEDULED
AUgT�O�S ONLY AU�T�OpSy�
i
BODILY INJURY {Peraaident}' S
P OPERTY MAGE
r accident S
X AUTOS ONLY AUTOS ONPY
' j f
I S
11J
B X
UMBRELLA LIAR I X JOCCUR
EACH OCCURRENCE g 15,000,000
AGGREGATE
EXCESSLIAB i CLAIMS -MADE; X X iZUP-15P20283.20-NF 71112020
7/112021
Aggregate 15,000,000
5
I—FOED
X RETENTIONS 10100011
A }WORKERSCOMPENSATION r 1
AND EMPLOYERS'LIABILITY YIN ; �"'
IANYPROPRIETORlPARTNEREXECUTIVE X IYrC038137405 7/1/2020
71112021
X STATUTE i .� 0TH -
---
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E.L. EACH ACCIDENT
4ppFFICERMI
MAW; EXCLUDED? F NtA
•UL _...
ii 000,000
1,
iwlandatory�n NH)
E.L. DISEASE - EA EMPLOYE. $.,._,__.__._
E.L. DISEASE - POLICY UNIT S 1,000,000
K yas descnbeunder
1 DESG�RIPTION OF OPERATIONS bNow 1 i
C (Equipment Floater M00040936MA20A i 7/1/2020
t I
I
71 21
I
JAny One Item: 1,000,000
i i
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be anachad N more space is required)
Project: Master Services Agreement for Security Repairs, Maintenance and Upgrades (RFP3136.20)
Seminole County Board of County Commissioners, Its officials, officers and employees are included as additional insureds as respects general liability and
auto liability on a primary and non-contributory basis per the attached endorsements. A waiver of subrogation is granted in favor of the additional insured as
respects general liability, auto liability, and workers compensation per the attached endorsements, and where permitted. Umbrella liability applies excess to
general liability, auto liability, and employers liability (workers compensation). 30 days notice of cancellation applies.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Seminole County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
tY tY ACCORDANCE WITH THE POLICY PROVISIONS.
Seminole County Services Building
1101 East First Street
Sanford, FL 32771 AUTHORIZED REPRESENTATIVE
G�. <'
ACORD 25 (2016103) W 1anrs-ZU1O AA,Vrcu A,.VrcrVMAIIVN. An rgms reserves.
The ACORD name and logo are registered marks of ACORD
Miller Electric Company
Addendum to Certificate of Insurance
Additional Description of Operations:
Auto Liability Includes:
Hired and Non -Owned Liability
Hired and Non -Owned Physical Damage - Deductibles as follows:
$250 Comprehensive; $500 Collision
General Liability —Additional Insured Status:
Additional Insured status provided through U -GL -2162-A CW (02/19) endorsement This form allows for
entities to be named as additional Insureds via one of the 04113,07/04, or 10101 edition date versions of the
ISO CG 2010 and CG 20 37 endorsements, as required and specified by the applicable contract(s). If no form
version Is specified, then the 04113 editions of the CG 2010 and CG 20 37 endorsements will apply.
Professional and Contractors Pollution Legal Liability
Policy # CE0744696804
Insurer: Indian Harbor Insurance Company
Effective 07101/2020; Expiration 07/0112021
Policy Aggregate Limit of Liability. $5,000,000
Coverage A - Professional Liability
Limit of Liability Each Act, Error, or Omission: $5,000,000
Aggregate Limit of Liability: $5,000,000
Retention: $100,000
Professional Liability Coverage is Claims Made.
Retroactive date: 1210312010
Coverage S - Contractors Pollution Legal Liability
Each Pollution Condition: $5,000,000
Aggregate Limit of Liability. $5,000,000
Retention: $100,000
Pollution Coverage Is occurrence based.
Installation Floater & Riggers Liability
Policy# Renewal of UM00040936MA20A
Insurer: XL Specialty Insurance Co
Effective 0710112020 - 07/0112021
Basic Limit: $5,000,000
Maximum Amount of Payment: $10,000,000
Temporary Location: $1,000,000
Transit: $1,000,000
Deductible: $2,500
Separate Named Storm deductible applies — 2% of the completed value subject to $10,000 minimum for
listed coastal counties.
Excludes Flood and Earth Movement
Riggers Liability
Coverage Limit: $50,000
Crime Coverage
Policy# 169804990
Insurer: Continental Casualty Company
Effective: 0710112020 - 0710112021
Coverage A - Employee Theft - $5,000,000 - Per Occurrence
Coverage A1- Client Property - $5,000,000 - Per Occurrence
Deductible - $36,000 - Per Occurrence
no
Additional Insured — Automatic — Owners, Lessees Or ZURICH
Contractors
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Policy No. GL0038137506 I Effective Date: 07/01/2020
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. Section 11 —Who Is An Insured is amended to include as an additional insured any person or organization whom you
are required to add as an additional insured under a written contract or written agreement executed by you, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the
following:
1. If such written contract or written agreement specifically requires that you provide that the person or organization
be named as an additional insured under one or both of the following endorsements:
a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition); or
lb. The ISO GG 20 37 (10/01 edition),
such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent
that "bodily injury", "property damage" or "personal and advertising Injury" arises out of:
(1) Your ongoing operations, with respect to Paragraph I.a. above; or
(2) "Your work", with respect to Paragraph I.b. above,
which is the subject of the written contract or written agreement.
However, solely with respect to this Paragraph I., insurance afforded to such additional insured;
(a) Only applies if the "bodily injury', "property damage" or "personal and advertising injury" offense occurs
during the policy period and subsequent to your execution of the written contract or written agreement;
and
(b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the
"products -completed operations hazard" unless the written contract or written agreement specifically
requires that you provide such coverage to such additional insured.
2. If such written contract or written agreement specifically requires that you provide that the person or organization
be named as an additional insured under one or both of the following endorsements:
a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or
b. The ISO CG 20 37 (07/04 edition),
such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent
that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by:
(1) Your acts or omissions; or
(2) The acts or omissions of those acting on your behalf,
U -GL -2162-A CW (02119)
Page I of 4
Includes copyrighted material of Insurance Services Office, Inc., with Its permission.
in the performance of.,
(a) Your ongoing operations, with respect to Paragraph 2.a. above; or
(b) "Your work" and included in the "products -completed operations hazard", with respect to Paragraph
2.b. above,
which is the subject of the written contract or written agreement.
However, solely with respect to this Paragraph 2., insurance afforded to such additional insured:
(1) Only applies if the "bodily injury', "property damage" or "personal and advertising injury" offense
occurs during the policy period and subsequent to your execution of the written contract or written
agreement; and
(11) Does not apply to "bodily injury' or "property damage" caused by "your work" and included within
the "products -completed operations hazard" unless the written contract or written agreement
specifically requires that you provide such coverage to such additional insured.
3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that
you provide that the person or organization be named as an additional insured:
a. Under the ISO CG 20 10 (04/13 edition, any subsequent edition or if no edition date is specified); or
b. With respect to ongoing operations (if no form is specified),
such person or organization is then an additional insured only to the extent that "bodily injury', "property damage"
or "personal and advertising injury" is caused, in whole or in part by:
(1) Your acts or omissions; or
(2) The acts or omissions of those acting on your behalf,
in the performance of your ongoing operations, which is the subject of the written contract or written agreement.
However, solely With respect to this Paragraph 3., insurance afforded to such additional insured:
(a) Only applies to the extent permitted by law;
(b) Will not be broader than that which you are required by the written contract or written agreement to
provide for such additional insured; and
(c) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs
during the policy period and subsequent to your execution of the written contract or written agreement.
4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that
you provide that the person or organization be named as an additional insured:
a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or
b. With respect to the "products -completed operations hazard" (if no form is specified),
such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage"
is caused, in whole or in part by "your work" and included in the "products -completed operations hazard", which is
the subject of the written contract or written agreement.
However, solely with respect to this Paragraph 4., insurance afforded to such additional insured:
(1) Only applies to the extent permitted by law;
(2) Will not be broader than that*which you are required by the written contract or written agreement to provide
for such additional insured;
(3) Only applies if the 'bodily injury" or "property damage" occurs during the policy period and subsequent to
your execution of the written contract or written agreement; and
(4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the
"products -completed operations hazard" unless the written contract or written agreement specifically
requires that you provide such coverage to such additional insured.
U -GL -2162-A CW (02119)
Page 2 of 4
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement,
the following additional exclusion applies:
This insurance does not apply to "bodily injury". "property damage" or "personal and advertising injury" arising out of
the rendering of, or failure to render, any professional architectural, engineering or surveying services including:
1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field
orders, change orders or drawings and specifications; or
2. Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,
hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury"
or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or
the failure to render any professional architectural, engineering or surveying services.
C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The
Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions:
The additional insured must see to it that:
(1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim;
(2) We receive written notice of a claim or "suit" as soon as practicable; and -
(3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by
another insurer under which the additional insured may be an insured in any capacity. This provision does not
apply to insurance on which the additional insured is a Named Insured if the written contract .or written
agreement requires that this coverage be primary and non-contributory.
D. Solely with respect to the coverage provided by this endorsement:
1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability
Conditions:
Primary and Noncontributory insurance
This insurance is primary to and will not seek contribution from any other Insurance available to an additional
insured provided that:
a. The additional insured is a Named Insured under such other insurance; and
b. You are required by written contract or written agreement that this insurance be primary and not seek
contribution from any other insurance available to the additional insured.
2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV —
Commercial General Liability Conditions:
This insurance is excess over:
Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional
insured, in which the additional insured on our policy is also covered as an additional insured on another policy
providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any
policy in which the additional insured is a Named Insured on such other policy and where our policy is required
by a written contract or written agreement to provide coverage to the additional insured on a primary and non-
contributory basis.
E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an
endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies
specifically to that identified additional insured.
F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this
endorsement, the following is added to Section III — Limits Of Insurance:
Additional Insured — Automatic — Owners, Lessees Or Contractors Limit
The most we will pay on behalf of the additional insured is the amount of insurance:
U -GL -2162-A CW (02119)
Page 3 of 4
includes copyrighted material of Insurance Services Office, Inc., with its permission.
1. Required by the written contractor written agreement referenced in Section A. of this endorsement; or
2. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
All other terms, conditions, provisions and exclusions of this policy remain the same.
U -GL -2162-A CW (02119)
Page 4 of 4
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
General Liability Supplemental Coverage Endorsement
ZURICH
I Policy No.
I Eff. Date of Pot. I Exp. Date of Pol.
I Eff. Date of End. Producer No.
MO. Prem. Retum Prem.
IGL00381375051
07/01/2020 1 07/0112021
1 07/01/2020
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
The following changes apply to this Coverage Part. However, endorsements attached to this, Coverage Part will
supersede any provisions to the contrary in this General Liability Supplemental Coverage Endorsement.
A. Broadened Named Insured
1. The following is added to Section 11 — Who Is An Insured:
Any organization of yours, other than a partnership or joint venture, which is not shown in the Declarations, and
over which you maintain an ownership interest of more than 50% of such organization as of the effective date of
this Coverage Part, Will qualify as a Named Insured. However, such organization will not qualify as a Named
Insured under this provision if it:
a. Is newly acquired or formed during the policy period;
b. Is also an insured under another policy, other than a policy Written to apply specifically in excess of this
Coverage Part; or
C. Would be an insured under another policy but for its termination or the exhaustion of its limits of
insurance.
Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of
more than 50% in the organization during the policy period.
2. The last paragraph of Section 11— Who Is An Insured does not apply to this provision to the extent that such
paragraph would conflict with this provision.
B. Newly Acquired or Formed Organizations as Named Insureds
1. Paragraph 3. of Section 11— Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form during the policy period, other than a partnership or joint
venture, and over which you maintain an ownership interest of more than 50% of such organization, will
qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the 180th day after you acquire or form the
organization or the end of the policy period, whichever is earlier;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired
or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed
before you acquired or formed the organization.
An additional premium will apply in accordance with our rules and rates in effect on the date you acquired
or formed the organization.
U -GL -1 345-B CW (04/13)
Page I of 12
includes copyrighted material of Insurance Services Office, Inc., with Its permission.
2. The last paragraph of Section 11— Who Is An Insured does not apply to this provision to the extent that such
paragraph would conflict with this provision.
C. Insured Status — Employees
Paragraph 2.a.(1) of Section If — Who Is An Insured is replaced by the following:
2. Each of the following is also an insured:
a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your
"employees", other than either your "executive officers" (if you are an organization other than a
partnership, joint venture or limited liability company) or your managers (if you are a limited liability
company), but only for acts within the scope of their employment by you or while performing duties
related to the conduct of your business. However, none of these "employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members
(if you are a limited liability company), to a co•"employee" while in the course of his or her
employment or performing duties related to the conduct of your business, or to your other
"volunteer workers" while performing duties related to the conduct of your business;
(b) To the spouse, child, parent, brother or sister of that co2employeW' or "volunteer worker" as a
consequence of Paragraph (1)(a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay
damages because of the injury described in Paragraphs (1)(a) or (b) above; or
(d) Arising out of his or her providing or failing to provide professional health care services.
However:
Paragraphs (1)(a) and (1)(d) do not apply to your "employees" or "Volunteer workers", who are not
employed by you or volunteering for you as health care professionals, for "bodily injury" arising out of
"Good Samaritan Acts" while the "employee" or "volunteer worker" is performing duties related to the
conduct of your business.
"Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency
situation for which no remuneration is demanded or received.
Paragraphs (1)(a), (b) and (c) do not apply to any "employee' designated as a supervisor or higher in
rank, with respect to "bodily injury" to co -"employees". As used in this provision, "employees!' designated
as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or
indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is
performed.
D. Additional Insureds — Lessees of Premises
1. Section 11— Who Is An Insured is amended to include as an additional insured any person(s) or organization(s)
who leases or rents a part of the premises you own or manage who you are required to add as an additional
insured on this policy under a written contract or written agreement, but only with respect to liability arising out of
your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or
occupancy of such person or organization or any other tenant or lessee.
This provision does not apply after the person or organization ceases to lease or rent premises from you.
However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contractor written agreement to provide for
such additional insured.
2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to
Section III — Limits Of Insurance:
U -GL -1345-8 CW (04113)
Page 2 of 12
includes copyrighted material of Insurance Services Office, Inc., with Its permission.
A 0 a
The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph D.I. above (of this
endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This Paragraph D. shall not increase the applicable Limits of insurance shown in the Declarations.
E. Additional Insured —Vendors
1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property
damage" included in the "products -completed operations hazard":
Section If — Who Is An Insured is amended to include as an additional insured any person or organization
(referred to throughout this Paragraph E. as vendor) who you have agreed in a written contract or written
agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property
damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's
business:
However, the insurance afforded to such vendor
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for
such vendor.
2. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
a. The insurance afforded the vendor does not apply to:
(1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
(2) Any express warranty unauthorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor;
(4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
(6) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with the distribution or sale
of the products;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the
vendors premises in connection with the sale of the product;
(7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor; or
(8) "Bodily injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its. behalf. However, this exclusion does not
apply to:
(a) The exceptions contained in Subparagraphs (4) or (6); or
(b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of the
products.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage
Part.
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3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section III
—'Limits Of Insurance:
The most we will pay on behalf of the vendor is theamountof insurance:
a. Required by the written contract or written agreement referenced in Subparagraph E.11. above (of this
endorsement); or
b. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This Paragraph E. shall not increase the applicable Limits of insurance shown in the Declarations.
F. Additional Insured — Managers, Lessors or Governmental Entity
1. Section 11— Who Is An Insured is amended to include as an insured any person or organization who is a
manager, lessor or governmental entity who you are required to add as an additional insured on this policy
under a written contract, written agreement or permit, but only with respect to liability for "bodily injury",
"property damage" or "personal and advertising injury" caused, in whole or in part, by:
a. Your acts or omissions; or
b. The *acts or omission of those acting on your behalf, and
resulting directly from:
a. Operations performed by you or on your behalf for which the state or political subdivision has issued a
permit;
b. Ownership, maintenance, occupancy or use of premises by you; or
c. Maintenance, operation or use by you of equipment leased to you by such person or organization.
However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide
for such additional insured.
2. This provision does not apply:
a. Unless the written contractor written agreement has been executed, or the permit has been issued, prior to
the "bodily injury", "property damage" or offense that caused "personal and advertising injury";
b. To any person or organization included as an insured under Paragraph 3. of Section 11— Who Is An Insured;
c. To any lessor of equipment if the "occurrence!' or offense takes place after the equipment lease expires;
d. To any:
(1) Owners or other interests from whom land has been leased by you; or
(2) Managers or lessors of premises, if:
(a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant
in that premises;
(b) The "bodily injury", "property damage" or "personal and advertising injury' arises out of the structural
alterations, new construction or demolition operations performed by or on behalf of the manager or
lessor; or
(c) The premises are excluded under this Coverage Part,
3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is
added to Section III — Limits Of Insurance:
The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph F.I. above (of this
endorsement); or
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b. Available under the applicable Limits of Insurance shown in the Declarations,
whichever is less.
This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations.
G. Damage to Premises Rented or Occupied by You
1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property
Damage Liability is replaced by the following:
Exclusions c. through n. do not apply to damage by "specific perils" to premises while rented to you or temporarily
occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of
Insurance applies to this coverage as described in Section III — Limits Of Insurance.
2. Paragraph 6. of Section III — Limits Of Insurance is replaced by the following:
6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will pay under
Coverage A for damages because of "property damage" to any one premises while rented to you, or in the
case of damage by one or more "specific perils" to any one premises, while rented to you or temporarily
occupied by you with permission of the owner.
H. Broadened Contractual Liability
The "insured contract' definition under the Definitions Section is replaced by the following:
"Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies
any person or organization for damage by "specific perils" to premises while rented to you or temporarily occupied
by you with permission of the owner is not an "insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a
municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a
municipality in connection with work performed for a municipality) under which you assume the tort liability of
another party to pay for "bodily injury", "property damage", or "personal and advertising injury" arising out of the
offenses of false arrest, detention or imprisonment, to a third person or organization. Tort liability means a liability
that would be imposed by law in the absence of any contract or agreement.
Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,
field orders, change orders or drawings and specifications; or
(b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or
damage; or
(2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage
arising out of the insured's rendering or failure to render professional services, including those listed in
Paragraph (1) above and supervisory, inspection, architectural or engineering activities.
1. Definition — Specific Perils
The following definition is added to the Definitions Section:
"Specific perils" means:
a. Fire;
b. Lightning;
c. Explosion-,
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d. Windstorm or hail;
e. Smoke;
f. Aircraft or vehicles;
g. Vandalism;
h. Weight of snow, ice or sleet;
I. Leakage from fire extinguishing equipment, including sprinklers; or
j. Accidental discharge or leakage of water or steam from any part of a system or appliance containing water or
steam.
J. Limited Contractual Liability Coverage — Personal and Advertising Injury
1. Exclusion e. of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following:
2. Exclusions
This insurance does not apply to:
a. Contractual Liability
"Personal and advertising injury" for which the insured has assumed liability in a contract or agreement.
This exclusion does not apply to:
(1) Liability for damages that the insured would have in the absence of the contract or agreement; or
(2) Liability for "personal and advertising injury" if:
(a) The "personal and advertising injury" arises out of the offenses of false arrest, detention or
imprisonment;
(b) The liability pertains to your business and is assumed in a written contract or written agreement in
which you assume the tort liability of another. Tort liability means a liability that would be
imposed by law in the absence of any contract or agreement; and
(c) The "personal and advertising injury' occurs subsequent to the execution of the written contract
or written agreement.
Solely for purposes of liability so assumed in such written contract or written agreement, reasonable
attorney fees and necessary litigation expenses incurred by or for a. party other than an insured are
deemed to be damages because of "personal and advertising injury" described in Paragraph (a)
above, provided:
(1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the
same written contract or -written agreement; and
(ii) Such attorney fees and litigation expenses are for defense of that party against a civil or
alternative dispute resolution proceeding in which damages to which this insurance applies are
alleged.
2. Paragraph 2.d. of Section I — Supplementary Payments — Coverages A and B is replaced by the following:
d. The allegations in the "suit" and the information we know about the "occurrence!' or offense are such that no
conflict appears to exist between the interests of the insured and the interests of the indemnitee;
3. The following is added to the paragraph directly following Paragraph 2J. of Section I — Supplementary
Payments — Coverages A and B:
Notwithstanding the provisions of Paragraph 2.e.(2) of Section I — Coverage B — Personal And Advertising Injury
Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not
reduce the limits of insurance.
K. Supplementary Payments
The following changes apply to Supplementary Payments — Coverages A and B:
Paragraphs I.b. and I.d. are replaced by the following:
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b. Up to $2,500 for the cost of ball bonds required because of accidents or traffic law violations arising out of the use
of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the
claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
L. Broadened Property Damage
1. Property Damage to Contents of Premises Rented Short -Tenn
The paragraph directly following Paragraph (6) in Exclusion j. of Section I — Coverage A — Bodily Injury And
Property Damage Liability is replaced by the following:
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises (other than damage
by "specific perils"), including "property damage" to the contents of such premises, rented to you under a rental
agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to
Premises Rented to You as described in Section III — Limits Of Insurance.
2. Elevator Property Damage
a. The following is added to Exclusion J. of Section I — Coverage A — Bodily Injury And Property Damage
Liability:
Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an
elevator at premises you own, rent or occupy.
b. The following is added to Section III — Limits Of Insurance:
Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property
damage" to property loaned to you or personal property in the care, custody or control of the insured arising
out of the use of an elevator at premises you own, rent or occupy is $2.5,000 per "occurrence".
3. Property Damage to Borrowed Equipment
a. The following is added to Exclusion J. of Section I — Coverage A — Bodily Injury And Property Damage
Liability:
Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a
jobsite.
b. The following is added to Section III — Limits Of Insurance:
Subject to Paragraph 6. above, the most we will pay under Coverage A for damages because of "property
damage" to equipment you borrow from others is $25,000 per "occurrence".
M. Expected or Intended Injury or Damage
Exclusion a. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:
a. Expected Or Intended Injury Or Damage
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does
not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or
property.
N. Definitions — Bodily Injury
The "bodily injury" definition under the Definitions Section is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental
injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease.
O. Insured Status — Amateur Athletic Participants
Section 11— Who Is An insured is amended to include as an insured any person you sponsor while participating in
amateur athletic activities. However, no such person is an insured for
a. "Bodily injury" to:
(1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic
activities; or
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(2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited
liability company) while participating in such amateur athletic activities; or
b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or
over which the physical control is being exercised for any purpose by:
(1) Your "employee", "volunteer worker" or any person you sponsor; or
(2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited
liability company).
R. Non -Owned Aircraft, Auto and Watercraft
Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation
and "loading or unloading".
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the
supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused
the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any
aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a charge;
(3) Parking an "auto!' on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by
or rented or loaned to you or the insured;
(4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft;
(6) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned
in whole or in part by an insured; or
(6) "Bodily injury" or "property damage" arising out of:
(a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify
under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility
law or other motor vehicle insurance law where it is licensed or principally garaged; or
(b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of
"mobile equipment".
Q. Definitions — Leased Worker, Temporary Worker and Labor Leasing Firm
1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the
following:
"Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you
and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not
include a"temporary worker".
"Temporary worker" means a person who is fumished to you to support or supplement your work force during
'"employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-
term workload conditions. "Temporary worker" does not include a "leased worker".
2. The following definition is added to the Definitions Section:
"Labor leasing firm" means any person or organization who hires out workers to others, including any:
a. Employment agency, contractor or services;
b. Professional employer organization; or
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c. Temporary help service.
R. Definition — Mobile Equipment
Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following:
f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the
transportation of persons or cargo.
However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a
combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos!':
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical
exploration, lighting and well servicing equipment.
S. Definitions —Your Product and Your Work
The "your product" and "your work" definitions under the Definitions Section are replaced by the following:
"Your product":
a. Means:
(1) Any goods or products, other than real property, manufadtured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and
(2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or
products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance,
use, handling, maintenance, operation or safety of "your product"; and
(2) The providing of or failure to provide warnings or instructions.
c. Does not include vending machines or other property rented to or located for the use of others but not sold.
"Your work!':
a. Means:
(1) Work, services or operations performed by you or on your behalf, and
(2) Materials, parts or equipment furnished in connection with such work, services or operations.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance,
use, handling, maintenance, operation or safety of "your work"; and
(2) The providing of or failure to provide warnings or instructions.
T. Priority Condition
The following paragraph is added to Section III — Limits Of Insurance:
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In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily
injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the
same offense, we will apply the Limits of Insurance in the following order:
(a) You;
(b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability
company) or "employees"; and
(c) Any other insured in any order that we choose.
U. Duties In the Event of Occurrence, Offense, Claim or Suit Condition
The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit
of Section IV — Commercial General Liability Conditions:
Notice of an "occurrence' or of an offense which may result in a claim under this insurance or notice of a claim or
"suit" shall be given to us as soon as practicable after knowledge of the "occurrence', offense, claim or "suit" has
been reported to any insured listed under Paragraph 11. of Section 11 —Who Is An Insured or an "employee!' authorized
by you to give or receive such notice. Knowledge by other "employees" of an "occurrence', offense, claim or' "suit"
does not imply that you also have such knowledge.
In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and
this "occurrence!' later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to
report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition.
You must, however, give us notice as soon as practicable after being made aware that the particular claim is a
General Liability rather than a Workers Compensation claim.
V. Other Insurance Condition
Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability
Conditions are replaced by the following:
4. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of
this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our
obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that
other insurance by the method described in Paragraph c. below. However, this insurance is primary to and
will not seek contribution from any other insurance available to an additional insured provided that:
(1) The additional insured is a Named Insured under such other insurance; and
(2) You are required by written contract or written agreement that this insurance be primary and not seek
contribution from any other insurance available to the additional insured.
Other insurance includes any type of self insurance or other mechanism by which an insured arranges for
funding of its legal liabilities.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(1) That is property insurance, Builders Risk, Installation Risk or similar coverage for "your work';
(!I) That is property insurance purchased by you (including any deductible or self insurance portion
thereof) to cover premises rented to you or temporarily occupied by you with permission of the
owner;
(iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to
cover your liability as a tenant for "property damage' to premises rented to you or temporarily
occupied by you with permission of the owner;
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(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not
subject to Exclusion 9. of Section I — Coverage A — Bodily Injury And Property Damage Liability;
or
(v) That is property insurance (including any deductible or self insurance portion thereof) purchased
by you to cover damage to:
Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising
out of the use of an elevator at premises you own, rent or occupy.
(b) Any other primary insurance (including any deductible or self insurance portion thereof) available to
the insured covering liability for damages arising out of the premises, operations, products, work or
services for which the insured has been granted additional insured status either by policy provision or
attachment of any endorsement. Other primary insurance includes any type of self insurance or other
mechanism by which an insured arranges for funding of its legal liabilities.
(c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an
additional insured, in which the additional insured on our policy is also covered as an additional
insured on another policy providing coverage for the same "occurrence", claim or "suit'. This
provision does not apply to any policy in which the additional insured is a Named Insured on such
other policy and where our policy is required by written contract or written agreement to provide
coverage to the additional insured on a primary and non-contributory basis.
W. Unintentional Failure to Disclose All Hazards
Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the
following:
6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are accurate and complete:
b. Those statements are based upon representations you made to us; and
c. We have issued this policy in reliance upon your representations.
Coverage will continue to apply if you unintentionally:
a. Fail to disclose all hazards existing at the inception of this policy; or
b. Make an error, omission or improper description of premises or other statement of information stated in this
policy.
You must notify us as soon as possible after the discovery of any hazards or any other information that was not
provided to us prior to inception of this Coverage Part.
X. Waiver of Right of Subrogation
Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General
Liability Conditions is replaced by the following:
8. Transfer Of Rights Of Recovery Against Others To Us
a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those lights are transferred to us. The insured must do nothing after loss to impair them. At our request,
the insured will bring "suit" or transfer those rights to us and help us enforce them.
b. If the insured waives its right to recover payments for injury or damage from another person or
organization in a written contract executed prior to a loss, we waive any right of recovery we may have
against such person or organization because of any payment we have made under this Coverage Part.
The written contract will be considered executed when the insured's performance begins, or when it is
signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect
to any other operations in which the insured has no contractual interest.
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•
Liberalization Condition
The following condition is added to Section IV — Commercial General Liability Conditions:
Liberalization Clause
If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will
automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing
address of your policy.
All other terms and conditions of this policy remain unchanged.
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a
Blanket Notification to Others of Cancellation ZURICH
or Non -Renewal
IPolicy No.
Eff Aate of Pol.
I Exp. Date of Pol.
Eff. Bate of End.
Producer No. Add' Prem
Return Prem.
IGL0038137505
1 07/01/2020
1 07/01/2021
1 07/01/2020
84099000 INCL
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial General Liability Coverage Part
A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver
notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a
list provided to us by the first Named Insured if you are required by written contact or written agreement to provide
such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been
sent to the first Named Insured. Such list:
1. Must be provided to us prior to cancellation or non -renewal;
2. Must contain the names and addresses of only the persons or organizations requiring notification that such
Coverage Part has been cancelled or non -renewed; and
3. Must be in an electronic format that is acceptable to us.
B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records
as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail
or deliver such notification to each person or organization shown in the list:
1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or
2. At least 30 days prior to the effective date of.
a. Cancellation, if cancelled for any reason other than nonpayment of premium; or
b. Non -renewal, but not including conditional notice of renewal.
C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy
only. Our failure to provide such mailing or delivery will not:
1. Extend the Coverage Part cancellation or non -renewal date;
2. Negate the cancellation or non -renewal; or
3. Provide any additional insurance that would not have been provided in the absence of this endorsement.
D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided
to us as described in Paragraphs A. and B. of this endorsement.
All other terms and conditions of this policy remain unchanged.
U -GL -1521-A CW (10112)
Page 1 of I
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
POLICY NUMBER: BAP038137605
COMMERCIAL AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by
this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of
the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Endorsement Effective:
Countersigned By:
(Authorized Representative)
Named Insured: MILLER ELECTRIC COMPANY
SCHEDULE
Name of Person(s) or Organization(s):
ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO
PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A
PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN
AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR
AGREEMENT IS PROHIBITED BY LAW.
(if no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to the endorsement.)
Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that
person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the
Coverage Form.
CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0
POLICY NUMBER: BAP038137605 COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the'following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Named Insured: MILLER ELECTRIC COMPANY
Endorsement Effective Date:
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE REQUIRED BY WRITTEN
CONTRACT AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US.
I information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The Transfer Of Rights Of Recovery Against
Others; To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior
to the 'accident" or the "loss" under a contract with
that person or organization.
CA 04 441013 @ insurance Services Office, Inc., 2011 Page 1 of 1
w
Blanket Notification to Others of Cancellation ZURICH.
ICH
or Non -Renewal
Policy No. Eff. Date of Pol.
Exp. Date of Pol. I
Eff. Date of End.
Producer No. Add'I. Prem
Return Prem,
BAP038137605 07/01/2020
07101/2021
1 07/01/2020
1 84099000
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Commercial Automoble Coverage Part
A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver
notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a
list provided to us by the first Named Insured if you are required by written contact or written agreement to provide
such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been
sent to the first Named Insured. Such list:
1. Must be provided to us prior to cancellation or non -renewal;
2. Must contain the names and addresses of only the persons or organizations requiring notification that such
Coverage Part has been cancelled or non -renewed; and
3. Must be in an electronic format that is acceptable to us.
B. Our notification as described in paragraph A. of this endorsement will be based on the most recent list in our records
as of the date the notice of. cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail
or deliver such notification to each person or organization shown in the list:
1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or
2. At least 30 days prior to the effective date of:
a Cancellation, if cancelled for any reason other than nonpayment of premium; or
b. Non -renewal, but not including conditional notice of renewal.
C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy
only. Our failure to provide such mailing or delivery will not:
1. Extend the Coverage Part cancellation or non -renewal date;
2. Negate the cancellation or non -renewal; or
3. Provide any additional insurance that would not have been provided in the absence of this endorsement.
D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided
to us as described in Paragraphs A. and B. of this endorsement.
All other terms and conditions of this policy remain unchanged.
U -CA -832-A CW (01/13)
Page 1 of 1
includes copyrighted material of Insurance Services Office, Inc:, with its permission.
r
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that
you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE
ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS
POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION
WC 00 0313
(Ed. 484)
e 1983 National Council on Compensation insurance.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43
BLANKET NOTIFICATION -TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT
This endorsement adds the following to Part Six of the policy.
PART SIX
CONDITIONS
Blanket Notification to Others of Cancellation or Nonrenewal
1. If we cancel or non -renew this policy by written notice to you, we will mail or deliver notification that such
policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by
you if you are required by written contract or written agreement to provide such notification. However, such
notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list:
a. Must be provided to us prior to cancellation or non -renewal;
b. Must contain the names and addresses of only the persons or organizations requiring notification that
such policy has been cancelled or non -renewed; and
c. Must be in an electronic format that is acceptable to us.
2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of
the date the notice of cancellation or non -renewal is mailed or delivered to you. We will mail or deliver such
notification to each person or organization shown in the list:
a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of
premium; or
b. At least 30 days prior to the effective date of:
(1) Cancellation, if cancelled for any reason other than nonpayment of premium; or
(2) Non -renewal, but not including conditional notice of renewal.
3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only.
Our failure to provide such mailing or delivery will not:
a. Extend the policy cancellation or non -renewal date;
b. Negate the cancellation or non -renewal; or
c. Provide any additional insurance that would not have been provided in the absence of this endorsement.
4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list
provided to us as described in Paragraphs 1. and 2. above.
All other terms and conditions of this policy remain unchanged.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The Information below Is required only when this endorsement Is Issued subsequent to preparation of the pollcy.)
Endorsement Effective 07/01/2020 Policy No. WC038137405 Endorsement No.
Insured Miller Electric Company Premium $
Insurance Company Zurich American Insurance Company
WC 99 06 43 Page I of 1
(Ed. 01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission.
0 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved.
WORKERS COMPENSA11ON
AND EMPLOYERS LIABILITY
COMMERCIAL INSURANCE INSURANCE POLICY
ENDORSEMENT
Insurance for thiscoverage part provided by:
ZURICH AMERICAN INSURANCE COMPANY
This end orsernent changes the insurance as is afforded by the policy relating to the fallowing:
Named Insured Policy Number
MILLER ELECTRIC COMPANY WC 0381374-05
MODIFICATION OF TIME FOR NOTICE OF CANCELLATION OR NONkENEWAL
MODIFICATION OF TIME FOR NOTICE OF CANCELLATION OR NONRENEWAL
THIS ENDORSEMENT MODIFIES THE CANCELLATION OR NONRENEWAL PROVISIONS
OF THE POLICY AND ANY OTHER ENDORSEMENT TO THE POLICY STATING THE
NUMBER OF DAYS NOTICE TO BE PROVIDED BY US IN THE EVENT OF
CANCELLATION OR NONRENEWAL.
TO THE EXTENT THAT THE POLICY OR OTHER ENDORSEMENT REQUIRES THAT WE
,PROVIDE NOTICE IN THE EVENT OF CANCELLATION OR NONRENEWAL,
WRITTEN NOTICE WILL BE GIVEN THE INSURED NO LESS THAN 60 DAYS PRIOR
TO THE EFFECTIVE DATE OF THE CANCELLATION OR NONRENEWAL.
NOTHING IN THIS ENDORSEMENT MODIFIES THE NUMBER OF DAYS NOTICE TO BE
PROVIDED IN THE EVENT OF NONPAYMENT OF PREMIUM.
IN NO EVENT WILL THE NUMBER OF DAYS NOTICE OF CANCELLATION OR NON-
RENEWAL CONTAINED IN THE PROVISIONS OF THIS ENDORSEMENT BE LESS THAN
WHAT IS REQUIRED BY LAW.
U•WC-332-A (07-94)
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