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09/21/2011 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: September 23, 2011 TO: Maria Slavik Risk Administrator FROM: Pamela G. Hanc At the September 21, 2011, Board of County Commissioner's meeting, the Board granted approval and authorized execution of Item C24 Worker's Compensation and Risk Management Consulting Services Agreement with Interisk Corporation. Attached is an electronic copy of the above - mentioned for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney via e-mail Finance via e-mail File MONROE COUNTY CONTRACT FOR WORKERS' COMPENSATION AND RISK MANAGEMENT CONSULTING SERVICES THIS AGREEMENT ( "Agreement ") is made and entered into this 21" day of September by MONROE COUNTY ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Interisk Corporation ( "CONTRACTOR "), whose address is 1111 N. Westshore Blvd., Suite 208, Tampa FL 33607. Section 1. SCOPE OF SERVICES CONTRACTOR shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services — Exhibit A — which is attached hereto and made a part of this agreement. CONTRACTOR shall provide the scope of services in Exhibit A for COUNTY. CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these Agreement documents. The CONTRACTOR shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The CONTRACTOR shall maintain adequate staffing levels to provide the services required under the Agreement resulting from this RFP process. B. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Contractor uses subcontractors or independent contractors, this Agreement specifically requires that subcontractors and independent contractors shall not be an employee of or have any contractual relationship with County. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Section 2. QUALIFICATIONS NECESSARY OF CONTRACTOR The CONTRACTOR must certify at least annually that all staff members, independent contractors, subcontracted work, if any, all service providers it uses, engages or manages, comply with Health Insurance Portability and Accountability Act (HIPAA) privacy and security rules. The CONTRACTOR must warrant that it does not have contractual relationships that would preclude the firm from being unbiased in the services provided to the County. The CONTRACTOR must provide a list annually, listing any contractual relationship between the CONTRACTOR and any persons or business entities that provide services in the areas of Workers' Compensation and /or Risk Management. The CONTRACTOR must provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under any contract with the County. The CONTRACTOR must assign specific individuals to the key positions. Once assigned to work under any contract with the County, key personnel shall not be moved or replaced without prior written notification to the County. The following persons will provide the services under this Agreement: Sid Webber Lawton Swan Sharon Jakobi Any change to the above listed personnel requires notification to the County, in writing, within three (3) business days after implementation of the change. The CONTRACTOR must warrant that it has not employed or retained a company or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to solicit or secure a contract with the County and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or subcontractor, working in its employ any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the County. The firm and its employees who are responsible and accountable for the county's account and subcontractors, if any, must have all necessary current licenses issued by the Florida Department of Insurance. Proper documentation shall be attached to the contract. The CONTRACTOR must warrant that it is not owned or controlled by an insurance company, insurance sales organization, third party administrator or any consulting firm which owns or controls any insurance company, insurances sales organization, or third party administrator. Section 3. COUNTY'S RESPONSIBILITIES 3.1 Provide all best available information as to the COUNTY'S requirements for the Scope of Services described in Exhibit A to this Agreement. 3.2 Designate in writing a person with authority to act on the COUNTY'S behalf on all matters concerning said services: Teresa Aguiar, Risk Management and Workers' Compensation matters Maria Slavik, Risk Management matters Maria Fernandez - Gonzales, Workers' Compensation matters 3.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR. Section 4. TERM OF AGREEMENT 4.1 The initial Agreement term will be for one (1) year beginning the 1st day of October 2011 and renewable at the County's option for two (2) additional consecutive one year terms. 4.2 The terms of this Agreement shall be from the effective date hereof and continue for a period of one year. This Agreement shall be automatically renewed for successive one - year periods until either party gives the other notice of cancellation in accordance with the terms set forth below. The Contractor must provide the Contractor with at least thirty (30) days notice of intent to terminate. If either party desires to modify this Agreement, it shall notify the other in writing at least thirty (30) days prior to the effective date of such 2 modification. In the case of proposed modification the party receiving the notification of the proposed modification shall itself notify the other party within ten (10) days after receipt of notice of its agreement to the proposed modification. Failure to do so shall terminate this Agreement. Section 5. COMPENSATION Compensation to CONTRACTOR shall be $150.00 Per hour for each of years one. year two and year three. There will be no chance for travel expenses and clerical work Years two and three will be continaent upon the County exercising its option to renew the Agreement. Section 6. PAYMENT TO CONTRACTOR By entering into this Agreement, the CONTRACTOR warrants that it understands that the Contract price represents the full compensation for all services under this Agreement, and further warrants that it will not retain any compensation of any kind, including but not limited to commissions, fees, and other payments, from any entity that supplies Workers' Compensation or Risk Management services to the COUNTY, including but not limited to carriers, third party administrators or providers. The CONTRACTOR understands and agrees that in the event of breach of this provision, the Agreement is voidable, and CONTRACTOR will disgorge any and all compensation earned to that point in time and will waive any right to any additional compensation from that point forward. 6.1 Payment will be made according to the Florida Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the Clerk of Courts for Monroe County (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONTRACTOR must submit invoices to the appropriate offices marked Workers' Compensation or Risk Management. The respective office supervisor and the Director of Employee Services, who will review the request, note his /her approval on the request and forward it to the Clerk for payment. 6.2 Continuation of this Agreement is contingent upon annual appropriation by Monroe County Board of County Commissioners. 6.3 The compensation listed in Section 5 will be payable in monthly installments. The CONTRACTOR will submit such invoices monthly for services provided during the preceding month. Section 7. CONTRACT TERMINATION Either parry may terminate this Agreement because of the failure of the other parry to perform its obligations under the Agreement. COUNTY may terminate this Agreement with or without cause upon thirty (30) days notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date of termination. Section 8. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. CONTRACTOR hereby agrees that he has carefully examined the RFP, his response, and this Agreement and has made a determination that he /she has the personnel, equipment, and other requirements suitable to perform this work and assumes full responsibility therefore. The provisions of the Agreement shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against COUNTY than against CONTRACTOR. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by COUNTY, and its decision shall be final and binding upon all parties. C. The passing, approval, and /or acceptance by COUNTY of any of the services furnished by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with the terms of this Agreement, and specifications covering the services. D. CONTRACTOR agrees that County Administrator or his designated representatives may visit CONTRACTOR'S facility (ies) periodically to conduct random evaluations of services during CONTRACTOR'S normal business hours. E. CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to COUNTY upon request. Section 9. NOTICES Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: To the COUNTY: All matters regarding Risk Management: Maria Slavik, Risk Management Administrator 1100 Simonton Street, Suite 2 -268 Key West, Florida 33040 All matters regarding Workers' Compensation: Maria Fernandez - Gonzalez, Sr. Administrator, Benefits 1100 Simonton Street, Suite 2 -268 Key West, Florida 33040 To the CONTRACTOR: Interisk Corporation 1111 N. Westshore Blvd., Suite 208 Tampa, FL 33607 Section 10. RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid to CONTRACTOR. 4 Section 11. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020 -1990 The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020 -1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the agreement or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Section 12. CONVICTED VENDOR A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for the Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Section 13. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 14. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 5 Section 15. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non - prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Section 16. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. Section 17. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Section 18. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement shall not be subject to arbitration. Section 19. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 20. NONDISCRIMINATION COUNTY and CONTRACTOR agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination in employment on the basis of race, color, national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps: 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and 6 Treatment Act of 1972 (PL 29 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3) as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 21. COVENANT OF NO INTEREST COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. Section 22. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 23. NO SOLICITATION /PAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bonafide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 24. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. Section 25. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance 7 pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. Section 26. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. Section 27. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. Section 28. NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 29. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, including, but not being limited to, a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement, Lobbying and Conflict of Interest Clause, and Non - Collusion Agreement. Section 30. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 31. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 32. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 33. INSURANCE POLICIES 33.1 General Insurance Requirements for Other Contractors and Subcontractors. As a pre- requisite of the work governed, the CONTRACTOR shall obtain, at his /her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the attached schedules; however CONTRACTOR is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for termination of this Agreement. The CONTRACTOR will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced and /or termination of this Agreement and for damages to the COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. 9 The acceptance and /or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on general liability and vehicle liability policies. 33.2 General Liability Insurance Requirements For Contract Between County And Contractor Prior to the commencement of work governed by this contract, the CONTRACTOR shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Bodily Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 33.3 Vehicle Liability Insurance requirements The minimum limits acceptable shall be owner and non -owned and hired vehicles: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limit is: $50,000 per Person $100,000 per Occurrence $25,000 Property Damage 33.4 Workers' Compensation Insurance Requirements Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. 10 In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. 33.5 Professional Liability Requirements Recognizing that the work governed by this contract involves the furnishing of advise or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $250,000 per occurrence and $500,000 aggregate Section 34. INDEMNIFICATION The CONTRACTOR does hereby consent and agree to indemnify and hold harmless the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorney fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONTRACTOR. At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his /her employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi - public agencies. 11 The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for the CONTRACTOR to complete the work schedule. Such an agreement shall be made between the parties. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the ,2t clay of SEPT 201 I BOARD OF COUNTY COMMISSIONERS L. KOLHAGE, CLERK JJSITY, FLORIDA Clerk by MayorhChairAaA (CORPORATE SEAL) ATTEST: By _ (Name of tractor) by Title: r s MO ROE COUNTY ATTORNEY %R ED S O RM: CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date 8 - ZQ ' Z O 1 ( tV _ W O i -J •'^d 4,r W O 12 �, - ° EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS The firm shall provide consulting services on an as needed basis in the areas of Workers' Compensation and Risk Management. The initial contract term will be for one (1) year and renewable at the County's option for two (2) additional consecutive one year terms. The key personnel identified by the Consultant are considered to be essential to the work performed. The scope of services may include, but not be limited to, the following: • Review Workers' Compensation and Risk Management procedures. • Review pricing of insurance and other outside services. • Prepare insurance specifications for property, casualty, and Workers' Compensation insurance coverages. • Review coverages under present insurance contracts /policies and make recommendation for coverage improvements. • Review contracts /policies for compliance with the terms of carriers' proposals to ensure accuracy, consistency, and applicability. • Communicate with agents and brokers during the bidding process. • Analyze insurance proposals and assist with renewals, including negotiation of any changes in contracts /policies. • Review funding of insured and non - insured risks. • Analyze and evaluate Monroe County's performance with respect to its self- insured programs. • Analyze and evaluate Monroe County's risk management programs and make recommendations based on their performance and current industry practices. • Assist in the development of insurance policies and vendor contracts to ensure the interests of Monroe County are adequately protected. • Serve as liaison between insurance carrier(s) and the County regarding claims, contracts /policies, etc. • Assist in preparing RFP's and /or RFQ's. • Assist in on -site audits. • Be available to meet with the Board of County Commissioners and County staff as reasonably necessary. • Be available to answer questions and assist in resolving issues that arise during the year in regards to risk or workers' compensation. • Keep management informed as to pending legislation that may have an impact on existing or future programs and any changes in State and Federal laws affecting risk or workers' compensation. • During the term of the contract, the CONTRACTOR will have no relationships that in any way impact their ability to provide consulting services to the County. • Perform other Risk Management/Workers' Compensation matters as directed by the County. • The Contractor shall record and maintain statistical data concerning the services, and such additional information as may be required by the County. The Contractor shall retain all records pertaining to this contract for a period of four (4) years after the termination of this contract. • The County, the Clerk, the State Auditor General, and agents thereof shall have access to Contractor's books, records, and documents required by this contract for the purposes of inspection or audit during normal business hours, at the Contractor's place(s) of business. 13 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Interisk Comoration (Company) "...warrants that he /it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." i (Signature) Date: STATE OF: Florida COUNTY OF: Hillsborough Subscribed and sworn to (or affirmed) before me on (date) by Lawton Swan III (name of affiant).. I:h is personally known to me p r has produced (type of identification) as identification. l�n 0 n C U n ) In' 4;1 R E /2014 State of Florida NOTARY PUBLIC illa on DD984925 My Commission Expires: NON - COLLUSION AFFIDAVIT I, Lawton Swan, III of the city of Tampa according to law on my oath, and under penalty of perjury, depose and say that 1. 1 am President of the firm of Interisk Corporation the bidder making the Proposal for the project described in the Request for Proposals for Workers Compensation and Risk Management Consulting Services (RFP-RSK- 186 -179- 2011 and that I executed the said proposal with full authority to do so; 2. The prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; and 5. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the JFmji of the statements contained in this affidavit in awarding contracts for sai p r � (Signature) Date: June 15, 2011 STATE OF: Florida COUNTY OF: Hillsborouqh Subscribed and sworn to (or affirmed) before me on June 15, 2011 (date) by Lawton Swan, 111 (name of affiant). Be/She is personally known to me or has produced (type of identification) as identification. M Notary Public State of Florida Gabriela Padilla My Commission DD984925 OF Expiros 04/2 5120 1 4 �,A NOTARY PUBLIC My Commission Expires: `�i 25 201 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statutes Section 287.087 hereby certifies that: Interisk Corporation (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specked in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I ce ify this firm complies fully with the above requirements. (Signature) Date: June 15, 2011 STATE OF: Florida COUNTY OF: Hillsborough Subscribed and sworn to (or affirmed) before me on June 15. 2011 (date) by Lawton Swan III (name of affiant). HeJShe is personally noon to me or has produced a 9849 Notary Public Stab of Floida Gabriela Pedilla My Commission DD Expires 04 /25/2014 (type of identification) as identification. NOTARY PUB My Commission Expires: -4 j2 5 f 2 cam►�I PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Interisk Corporation (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. X2 (Signature) Date: June 15, 2001 STATE OF: Florida COUNTY OF: Hillsborough Subscribed and sworn to (or affirmed) before me on June 15 2011 (date) by Lawton Swan. III (name of affiant). HWShe is personally known to me. or has produced (type of identification) as identification. Cl 0 -r 17 U,C, pn,-1 4 NOTARY PUBLIC X0=Pa dKla tate of Florida My Commission Expires: 4 -I ��/ � cj, ' 4 a n DD884925 014 MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless For Other Contractors and Subcontractors The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Ac<>R& RTIFICATE nt"IDDI'"I - CERTIFICATE OF LIABILITY INSURANCE t --- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ORLY AND CONFERS No RIGHTS UPON THE CF .13129/2011 I .1 O L DEp , THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY.AVIEND, RCTlrt#0 OR ALTER THE COVERAGE AFFORDED By THE pOLICIES SELOW. THIS CERTIFICATE OF INSURANCE DOES Mar CONSTITUTE A CONTRACT BETWEEN TtjE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCM AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate hOkW is an ADDITIONAL INSURED, " policy(j#S) must be BrIdOrslld. If SUBROGATIOR IS WAIVED- subject to the ter s and condiVons of tt* poli certain policies may Mquire an endorsement A statement On this certificate does not confer d9tft to the certificate hofder in 11OU Of Such endoftenmrAlsl- PRODUCER D ian I A-i ps. rlCCatt i Brier Grieves Insura"ce (813) 876-4166 3617 Hendarson Blvci, INSURED - .N[SIM,ANCE ADVISORY GROUP INC 114TERISK CORPORATION '111 IL N WEST SHORE BLVD STE 208 rL 33607-4711 7. K=V#*"r4 r4VMt5tK T HIS Is TO CERTIFY THAT THE POLICIES OF INSURANCE BELOW I�KVS BEEN ISSUM TO THIF IKUPED MWED ASO'A FOR T?if POLICY PERIOD !NDfCATED, NO"VVITHSTANDING AMY RtoLgPEMENT, TEPM. OR CONDI'mN OF ANY CONTRACT OR OTHER DOCOMENT VATH RESPECT T 0 TCH TH CePTIFICATE -M-AY 3E IISSLIED OR trtAY PERTAIN, THE WSUOME AffORDEa E;Y Tmj� FOLIO IBIED H is 3 IS ES DESCREREIN UaJECT TO ALL ThE TE'RM$ EXCLUSIONS ANC CONDITIONS OF SUCH POLICIES. Lm&TS,SH . 0VWN MAY FAVE BEEN REnUCED BY PAID CLAIMS. PC E j POI LTR is Ew PIOUCY Num"R P WMTS 7 GENERAL LIANUTY OCCURRENCE 0 GA A 5 TiPBPt}25904822604 P 3040 000 ��/2012011 t3l2tl i MED PW Ar- ....... .. . . PERSONAL & ADV INJURY ' S GENERAL AGGREGA,Tt is 2,000,000 AGGR GATE LhWTAPPU-S PER X 2 �w - ----- 5 2, 000 000. Ati LmBiliTY Come(Nao G L E L LIMIT 1 ANY A�IFC A All, 0A%E'D SPOZ5904822604 3/20/2011 -0.12 BF-OrLy iN'12; ' /2 012 sci(r-myzoAWITOS HtRF-- AV -CIS PRonirYcAwl.— X UMBRELLA LtAS — 77 — 0c, EXCESS LAE CI-RAIS4AADE1 AND EMPLOYERS YIN I VIC STIC 10T TV. H"' A_N� -DROP.rAETORiPARTN EXCLUDIE,07 kcpWM5904822604 6120 i2 OLI 1 pno/2012 St', e Fas, cl"Cnbx� VSSI�sr. -CA SUPLO L sC ��` PTIIN OF � 011511ATP � 11S_ C ­ E L. DISEASE POLICY LipAT 0-0-0 oppi DESCRIPTIOVOP OPERATIONS I LOCATIt. NS Cert.Lflcato Holder shown as adciltional insured. f'=0'rfC'ir'A'r,= -4 County of Mon-roe Risk Management 0 0 Box 1026 Key W'Imst, � 33041 ACORD 25 (2009109) INS026 =qm SHOULOAKY OF THE ABOVE MSCRIBED POLICIES BE CANCELLED BEFORE THE EXPRATICM DATE THEREOF, NOTICE WILL Be DELIVERfo IN AOCORDAWX WITH T4E POIJCY PROVMW$, AUTWWMM REPRESENTATIVE l Brier Gri*v-es/XWCy J -,e 0 ACORD CORIPORATJON. All ri reserve The ACORD name and logo are regieftred marks Of AC60D CERTIFICATE OF LIABILITY INSURANCE OPID ss F D T (W 07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI 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. e terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Professional Services NAM Protection Advantage Inc. aft ( No: 22 Century Hill Dr- Ste. 103 am NY 12110 -1423 cusroMERlos INTE801 Phone:518- 782 -3000 SURER(S) AFFORDING COVERAGE NAIC f INSURED INSURER(B) A: Beazl Eas nr�n�n Company I gy ac. Interisk Corp /Incur Advisory INSURER e: 1111 North stshore Blvd Tampa FL 33607 -4711 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 1� ., I to ts tLLMV HAVt tIEEN ISSUED TO THE INSURED NAMED ABOV FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INN ppl�Y NU�ER LIMnS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY CLAIM"ADE r7 OCCUR PREMISES occurrence MED EXP (Any one Person) $ S i PERSONAL & ADV INJURY s GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JE6 LOC PRODUCTS - COMP /OPAGG $ $ AUTOMOBILE LIABILITY A COMBINED SINGLE LIMIT (Ea accent) id BODILY $ INJURY (Per person) $ ALLL L OWN AUTOS T J BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS lJ _ / y . _ ... PROPERTY DAMAGE (Peraoddent) $ NON-OWNED AUTOS $ $ UMBRELLA LL4B 7 OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEDUCTIBLE g S RETENTION $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY YIN ANY PROPRIE'rOR/PARTNERID(ECUTI OFF] M IA TORY LIMITS I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLO $ (Mendak>ry In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY OMIT $ A Miscellaneous V11C9909PNPM 07/01/10 07/01/11 Ea. Claim $1,000,000 Prof. Liability to $1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, AdIcNerud Remarks Schedule, B more space Is mqulmd) Deductible: $5,000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE MONROEC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Risk Management Monroe County Board of County AUTHORIZED REPRESENTATIVE Commissloners 1100 Simonton Street lei ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD 4.•• ips Jett Amater. Chief Financial Officer ‘kt, t tot Kid Dt-Tartmein of htiali0.3.tt S;,'t Licensee Details 6/14/2011 Demographic Information Name of Licensee: SWAN III, LAWTON License#: A258825 Business Location: TAMPA,FLORIDA Types and Classes of Valid Licenses TOriginal Issue Qualifying • TYPe 1 Date Appointment IIIFE(0216) 13715/1979 :IYES IP ,ILIFE&HEALTH(0218) .13/15/1979 ,YES 'GENERAL LINES (PROP & 4/1/1971 YES CAS)(0220) HEALTH(0240) 3/15/1979 AYES 111.11T fru • Jeff' Atv a1er. C`I ief FiIt .K =f c F Io(Ida I}h`I.tilt Li"ii: I'l'Yll:i§i./..11 ius Licensee Details 6/14/2011 Demographic Information Name of Licensee: WEBBER, SIDNEY GEORGE License#: A279641 Business Location: TAMPA,FLORIDA Types and Classes of Valid Licenses T e Original Issue Qualifying yp Date Appointment GENERAL LINES (PROP& M1 --- _ 6/24/1989 ?YES Types and Classes of Active Appointments GENERAL LINES (PROP & CAS)(0220) • :titiriv; Jeff Atwater_ Chief Fir-twit:jai Officer koEtda DepArtnunt klitatt:i,i1 Sc.. Licensee Details 6/14/2011 Demographic Information Name of Licensee: JAKOBI, SHARON MARIE License#: A129756 Business Location: SUN CITY CENTER,FLORMIA Types and Classes of Valid Licenses Type Original Issue Qualifying • Date Appointment O LIFE(021 6) T371-0/1 9 93 1YES --1 GENERAL LINES (PROP & 17/9/1993 'YES CAS)(0220) . .• www.sunbiz.org - Department State Ya e 1 of 1 4 A v FLORIDA DEPARTMENT OF STATE 443Y • DIVISION OF CORPORATIONS w �7 T Home Contact Us E-Filing Services Document Searches Forms Help Annual Report Online Filing Document Number H03825 Thank you for filing your Annual Report online.Your report filed date will be today's date if there are no processing errors. Your confirmation number is 400198247434. Your charge amount is$150.00. I Home I Contact us I Document Searches I E-Filing Services I Forms ► Help I Copyright©and Privacy Policies State of Florida,Department of State 1111 1110 111K1')(111 2011-FOR PROFIT CORPO \TION ANNUAL REPORT FILED DOCUMENT# H03825 Mar 16, 2011 Secretary of State Entity Name: INTERISK CORPORATION `Jrrent Principal Place of Business: New Principal Place of Business: 1111 N.WESTSHORE BLVD., SUITE 208 TAMPA, FL 336074711 US Current Mailing Address: New Mailing Address: 1111 N.WESTSHORE BLVD., SUITE 208 TAMPA, FL 336074711 US FEI Number:59-2421198 FEI Number Applied For( ) FEI Number Not Applicable( ) Certificate of Status Desired( ) Name and Address of Current Registered Agent: Name and Address of New Registered Agent: SWAN, LAWTON, Ill 1111 N.WESTSHORE BLVD, SUITE 208 TAMPA, FL 336074711 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Date OFFICERS AND DIRECTORS: Title: DP me: SWAN,LAWTON III dress: 1111 NO. WESTSHORE BLVD,SUITE 208 City-St-Zip: TAMPA,FL 336074711 US I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic -ignature shall have the same legal effect as if made under oath;that I am an officer or director of the corporation or the receiver trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears above,or n an attachment with all other like empowered. SIGNATURE: LAWTON SWAN, Ill DP 03/16/2011 Electronic Signature of Signing Officer or Director Date