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Adjusters International AMY H AVIL1N CPA a "1 ir � m . CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA D �1 TE'• May 2 9' 2 0 I S TO. Tcrcesu Arriar PIIR. CPNI Dire clot of �rrzylc�yc -cs Set vicc-e' Maria S7avik /= KOMt I_ir- rcic Ral7ard, D. At the May 20, 2015, Board of County Commissioner's meeting the 13oard granted approval and execution of Item C19 Accept bid proposal from Goodman -Gable Ciould Company ll /13 /A Adjusters International tc> prnvicie insuranc=e: Aci C2laini Services- 'l he services of the Contractor will be used as a retainer agreement following catastrophic events resulting in significant damage, such as hurricanes - llllachecl is a citrpliccrt cs originul qj the u1,0r^c�- rrr771-rlie,,c7c1 tor Shozrld y0zr hcz»e arzv cjzte,li011.r p4: crsc do rzot hesitate t0 c0r7tact I hi, 7 cc: County Attorney Finance File N./ .....,.. „, �... 500 Whiteheoci Street - 5wee _. .. ... 101, PO Box 1980, Key Wes[, FL 33040 Phone_ 305 -295 -3230 Fox- 305- 295 -3663 311 Oyer Highwoy, Morothon, FL 33050 Phone: 305- 289 -6027 Fox: 305- 289 -6025 88820 Oyer Highwoy, Promotion Key, FL 33070 Phone: 852 -7145 Fox: 305- 852 -7146 AGREEMENT BETWEEN MONROE COUNTY AND GOODMAN -GABLE GOULD COMPANY D /B /A ADJUSTERS INTERNATIONAL MONROE COUNTY CONTRACT FOR PUBLIC ADJUSTING CLAIM SERVICES THIS AGREEMENT is made and entered into this GAD day of 7/(24,7 , by MONROE COUNTY ( "COUNTY "), a political subdivision of the State of Florida, who address is 1100 Simonton Street, Key West, Florida 33040 and GOODMAN - GABLE -GOULD COMPANY A Maryland Corporation doing business in the State of Florida as ADJUSTERS INTERNATIONAL ( "Al "), ( "CONTRACTOR "), whose address is 6767 North Wickham Road, Suite 501, Melbourne, FL 32940. 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 the Request for Proposal (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. COUNTY'S RESPONSIBILITIES 2.1 Provide a schedule of structures to CONTRACTOR that is mutually agreeable to the COUNTY and CONTRACTOR. Section 3. TERM OF AGREEMENT 3.1 The initial Agreement term will be for one (1) year beginning the 1st day of June 2015 and continuing through May 31, 2016. The Agreement shall then be renewable at the COUNTY's option for three (3) additional consecutive one year terms. 3.2 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. 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 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 4. PAYMENT TO CONTRACTOR 4.1 Compensation to the CONTRACTOR: • Claims that result in recoveries ranging from $0 to $500,000 from COUNTY's insurers will be billed at 7% of actual recovery. • Claims that result in recoveries ranging from $500,000 to $1,000,000 from COUNTY's insurers will be billed at 8.5% of actual recovery. • Claims in excess of $1,000,000 from COUNTY's insurers will be billed at 10% of actual recovery. Compensation shall be effective for each of year one, year two, year three, and year four. There will be no Additional charges. Years two through four will be contingent upon the COUNTY exercising its option to renew this Agreement. 4.2 Payment will be made according to 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 with reasonable particularity the services performed and the payment amount requested. The respective office supervisor and the Director of Employee Services will review the request, note his /her approval on the request and forward it to the Clerk for payment. 4.3 Monroe County's performance and obligation to pay under this Agreement is contingent upon annual appropriation by Monroe County. Section 5. CONTRACT TERMINATION Either party may terminate this Agreement because of the failure of the other party to perform its obligations under the Agreement. COUNTY may terminate this Agreement with or without cause upon sixty (60) days notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date of termination. Section 6. 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 the County Administrator or his designated representatives may visit CONTRACTOR'S facilities 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 7. 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: Risk Management Administrator 1100 Simonton Street, Suite 2 -268 Key West, Florida 33040 FOR AI: Pat Cuccaro 6767 North Wickham Road Melbourne, FL 32940 Section 8. RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the agreement and for five years following the termination of this Agreement. If an auditor employed by the COUNTY or 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. Section 9. 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 10. CONVICTED VENDOR By signing this agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entities Crime Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. 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 11. 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 12. 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. Section 13. 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. The COUNTY shall not be liable for attorneys fees and costs to the prevailing party in a dispute, claim, or action arising from this Agreement to the extent it alters the limits of liability established in section 768.28, Florida Statutes. Section 14. 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 15. 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 16. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by a meet and confer session between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, 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 17. 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 18. 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. COUNTY or CONTRACTOR 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: Title VII of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 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; Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 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; 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 patent records; Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 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 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 19. 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 20. 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 21. 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 bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, 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 22. 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 23. 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 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 24. 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 25. 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 26. 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 27. 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 28. 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 29. 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 30. 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 31. INSURANCE POLICIES 31.1 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. The acceptance and /or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 31.2 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: $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $250,000 per Person $500,000 per Occurrence $ 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. 31.3 Vehicle Liability Insurance requirements Recognizing that the work governed by this contract requires the use of vehicles, the CONTRACTOR, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $ 50,000 Property Damage 31.4 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. 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. 31.5 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 /$500,000 Aggregate Section 32. INDEMNIFICATION, HOLD HARMLESS AND DEFENSE CONTRACTOR assumes and agrees to hold harmless, indemnify, protect, and defend the COUNTY and the COUNTY's elected and appointed officers and employees, Boards and Commissions, and any other agents, individually and collectively (collectively, "indemnified parties "), against any and all fines, penalties, lawsuits, claims, actions, causes of action, litigation, demands, obligations, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury (including death), loss, damage, fine, penalty, liability, judgment, or business interruption, and any and all costs, fees, attorney fees, or expenses that may be asserted against, initiated with respect to, or sustained by, any of the indemnified parties by reason of, arising out of, incident to, resulting from, or in connection with, (A) any and all activities, operations, or work of CONTRACTOR or any of its employees, agents, consultants, sub - contractors or other persons employed or utilized under any and all of the obligations and terms of this Agreement, (B) the negligence, errors, omissions, recklessness, or intentional or willful misconduct of CONTRACTOR or any of its employees, agents, consultants, sub- contractors or other persons employed or utilized, or (C) CONTRACTOR's non - conformance, breach, or default with respect to any of the obligations and terms under this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs, fees, or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. CONTRACTOR agrees that the indemnified parties may select the attorneys to appear and defend such claims, actions, causes of action, or litigation on behalf of the indemnified parties. CONTRACTOR further agrees to pay at the CONTRACTOR's expense the attorneys' fees and costs incurred by those attorneys selected by the indemnified parties to appear and defend such claims, actions, causes of action, or litigation on behalf of the indemnified parties at the trial and appellate levels. CONTRACTOR agrees that the first ten dollars ($10.00) of remuneration paid to CONTRACTOR represents specific consideration for the indemnification obligation provided above. The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere with in this Agreement. The duty to defend under this Section is independent and separate from the duty to indemnify, and the duty to defend exists regardless of whether the claim is correctly or wrongfully brought or of any ultimate liability of the CONTRACTOR, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to the CONTRACTOR. The CONTRACTOR's obligation to indemnify and defend under this Section will survive the expiration or earlier termination of this AGREEMENT until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 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 reputations 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. 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 I day of 20 . 6c - Y HEAVILIN, CLERK BOARD OF COUNTY COMMISSIONERS s r i. e OF MONROE COUNTY, FLORIDA 0 De uty Clerk yor /Chairman Date: frL r� vJTM D?Q / (CORPORATE SEAL) (GOODMAN -GABLE GOULD COMPANY D /B /A ADJUSTER INTERNATIONAL) ATTEST: `-'C� C - G By: ,/ , '�, Z Print Name: ,J ct. t c - f�c, 4 r. Print Name:''' ,� �"�'�'NROE COUNTY ATTORNE - P - O VER Title: C� Title: .ce <- 7 !� V TO FORM Date: y' f3 o l l t Date: , I� /r.s .i /bi..,l 4 j ASST CH - IS AMBROSIO Date: lc OUNTY ("r ATTORNI r t 13 EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS The CONTRACTOR firm shall provide adjusting services on an as needed basis. The firm will evaluate damage to Monroe County property and negotiate maximum settlements with its insurers following catastrophic events resulting in significant damage. The following services will be expected of the successful proposer: ➢ Investigate and analyze all property damage associated with claims assigned to the adjuster. ➢ Review all insurance policies and determine the recoveries available to the County from each policy. ➢ Review pre -loss estimates that could affect recovery and recommend modifications if necessary. ➢ Prepare a concise, well documented replacement cost estimate of buildings and personal property damaged and determine the Actual Cash Value (ACV) if applicable. ➢ Evaluate "code upgrade" coverages and costs, if applicable ➢ Negotiate interim and final settlements with the County insurers. • Advise County management regarding the capture and development of loss information (including direct damage, extra expenses, and loss of income). ➢ Coordinate and integrate all areas of the claim effort on behalf of the County. ➢ Assist in the coordination of advance payments with the County insurers. ➢ Coordinate all inspections and meetings with the County's insurers. ➢ Provide regular status reports. ➢ Review all claim data with County representatives prior to being submitted to the insurers. ➢ Conduct and /or participate in all settlement discussions with the County's insurers. ➢ Maintain all information obtained during the services provided to the County as confidential. ➢ Expedite and maximize all recoveries available to the County. ➢ Coordinate with the Federal Emergency Management Agency (FEMA) if required. ➢ Any and all services required to resolve County claims with its insurers. WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not Tess 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. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self- insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND 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 • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Professional Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $300,000 per Person $500,000 per Occurrence $200,000 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. VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN • MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the furnishing of advice 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: $300,000 per occurrence /$500,000 aggregate PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the furnishing of advice 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: $300,000 per occurrence /$500,000 aggregate