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05/19/2021 Agreement Kevin Madok, CPA 9 you . Clerk of the Circuit Court& Comptroller Monroe bounty, Florida DATE: May 27, 2021 TO: Chief Steve Hudson Fire Rescue/EMS Cheri Tamborski Executive Administrator FROM: Pamela G. Hancock, D.C. SUBJECT: May 19t' BOCC Meeting Attached is an electronic copy of the following item for your handling: C15 Services Agreement with Fire Recovery USA, LLC to provide Fire Inspection Billing and Collection Services. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 SERVICES AGREEMENT This Services Agreement("Agreement") is made effective as of May 19, 2021 ("Effective Date' , by and between FIRE RECOVERY USA, ILLC,a Califomia limited liability company("Company"), and MONROE COUNTY, (uCllenta). The Company and Client are referred to herein individually as a "par and collectively as the"parties." RECITALS WHEREAS, Company engages in the business of performing billing services ('Company Services") for fire departments in connection with fire inspections andlor permits performed by department personnel; WHEREAS, Client seeks the services of Company to assist with the billing for services that Client provides in connection with these inspections and/or permits; and WHEREAS, Company and Client desire to enter into this Agreement to document their agreements regarding the Company Services to be provided to Client. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client,agree as follows', ARTICLE I ENGAGEMENT 1.1. Engagemen : Client hereby engages Company to provide the Company Services described in Article 4 herein, and Client hereby accepts such engagement, all on the terms and conditions set forth herein. Company will determine the method, detail and means of performing the services detailed below. 1:2 Term: Term of this Agreement shall be 5 years commencing May 19, 2021 and terminating May 18, 2026. Client shall have the option to renew the Agreement for one (1) additional 5 year term. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 21. Representations and Warranties of Company: Company hereby represents and warrants to Client that,at all times during the term of this Agreement, Company is a limited liability company duty organized, validly existing and In good standing under the laws of the State of California. Z2. ReipLesentations and Warrantigs,of Client., Client hereby represents and warrants to Company that, at all times dunng the term of this Agreement, Client is a organized Client established pursuant to the laws and ordinances of the state in which Client is located. ARTICLE 3 COMPANY STATUS AND QUALIFICATIONS 3.1. independent antra fir_ Company enters into this Agreement, and Will remain throughout the to of the Agreement,as an independent contractor. Company agrees that it will not become an employee, partner, agent or principal of Client while this Agreement is in effect. 3.2. Pgymgipt of Income Taxes: Company is responsible for paying when due all income taxes, Including estimated taxes, incurred as a result of the compensation paid by Client to Company for services rendered under this Agreement.On request, Company will provide Client with proof of timely payment. Company agrees to indemnify Client for any claims, costs,, losses, fees, penalties, interest, or damages suffered by Client resulting from Company's failure to comply with this provision. 3.3- Use ffEmplpyMor$ubcontractors: Company may, at Company's own expense, use any employees or subcontractors as Company deems necessary to: perform the services required of Company by this Agreement. Client may not control, direct, or supervise Company's employees or subcontractors in the performance of those services. 3.4. Qualifications. Company represents that it is qualified and has the skills necessary to perform the services under this Agreement in a competent and professional manner, without the advice or direction of Client, 3.5. 0.wnpMi p-Interest Company will have no ownership interest in Client. 1& No Benefit Contributions: Company shall have no obligation under this Agreement to compensate or pay applicable taxes or provide employee benefits of any kind to any person employed or retained by Client.. 31. Attorney-in-Fact.- Client appoints Company as Clients attorney-in-%ct for the following purposes: (a) Billipg and,doll egions. To bill and collect("Collections")all revenue earned by and due to Client, in connection with Client's provision of inspection and permits, and to receive all Collections on Client's behalf and to sue for and give satisfaction for monies due on account and to withdraw any claims, sub, or proceedings pertaining to or arising out of Company's or Client's right to co I lect such amounts; and (b) gnopMMeft To take possession of and endorse in Client's name any notes, checks, money orders, and any other instruments received as Collections, ARTICLE 4 GENERAL RESPONSIBILITIES OF COMPANY 4.1. Minimum Amount of Service; Company agrees to devote as much time and attention to the performance of the Company Services under this Agreement as may be, in Company's sole discretion, required to accomplish the tasks described herein to accomplish the results for which the Company is responsible under this Agreement. 2 4-2. Company Services: Company agrees to perform the Company Services as set forth in the "List of Company Services"attached hereto as Schedule"A" and incorporated herein by reference; including those additional services requested by Client and accepted in writing by the Company during the term of this Agreement. 4.3. b1Qn-ExgWsJv!a EglaflQoghip Company May represent, perform services for, and contract wfth as many additional clients, persons, or companies as Company, in Company's sole discretion, sees fit. 4.4. Time and Place o'f Performing Work Company may perform the services under this Agreement at any suitable time and location Company chooses. 4.5. MWgrialL and Equl2mpnt Company gill supply all materials and equipment - required to perform the services under this Agreement. 4.6, LALorkM' Compensation: Prior to the commencement of work governed by this contract, the Company will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state states and 'the requirements of Chapter 440, Florida Statutes. In addition, the Company will obtain Employers' Liability Insurance with limits of not less than: a) $100,000 Bodily Injury by Accident b) $500,000 Bodily Injury by Disease, policy limits c) $100,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the Agreement. Coverage will be provided by a company or companies authorized to transact business in the State of Florida. If the Company has been approved by the Florida's Department of Labor, as an authorized self-insurer, the County may recognize and honor the Company's status. The Company may be required to submit a Letter or Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Company's Excess Insurance Program. If the Company participates in a self-insurance fund, a Certificate of Insurance will be required.In addition,the Company, may be required to submit updated financial statements from the fund upon request frorn the County. 4.7 General Liability Insurance: Nor to the commencement of work governed by this contract, the Company will obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the Agreement and include,as a minitnum: a) Premises Operations, b) Products and Completed, c) Blanket Contractual Liability, d) Personal Injury Liability. The minimum limits acceptable is: (a) $300,000 Combine Single Limit(CSL). 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 3 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 will be named as Additional Insured on all policies issued to satisfy the above requirements. 4.8 EMplpyee DishongaV Insurance: The Company will purchase and maintain, throughout the term of the contract, Employee Dishonesty Insurance which will pay for the loss of County funds or property caused by the fraudulent or dishonest acts of the Company's employees or its agents,whether acting alone or in collusion of others.The minimum limit is: g (a) $100,000 per Occurrence 4.9 Assignment, Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Company without the prior written consent of Client, which consent shall not be unreasonably withheld. ARTICLE 6 COMPENSATION OF COMPANY 5.1 Corn pensat ion for Company Serv!Qes. All Company Services provided pursuant to this Agreement will be provided in accordance witty the terms,including compensation amounts and schedule of remittance, set forth in the 'List of Company Services,' attached hereto as Schedule A. 5.2. The provisions of Article 11 of this Agreement will govern any dispute associated with compensation. ARTICLE 6 OBLIGATIONS,OF CLIENT 6.1. Cooperation of Client: The Client agrees to comply with all reasonable requests of Company and provide access to all documents reasonably necessary to the performance of Company's duties under this Agreement. The Client agrees to adopt, Implement and enforce policies and procedures to assure Client personnel perform the steps necessary to provide Company with a database of inspection and/or permit businesses in a format acceptable to company and to perform the inspections in a full and complete manner to facilitate the provisions of Company Services, (a) to help Company arrange for that coverage. 6.2 ssl nment Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client or Company without the prior written consent of the other. ARTICLE 7 CLIENT AUTHORUATION 7.1. Aulbgrizat!Qn: Notwithstanding other provisions of this Agreement, Company shall obtain authorization from Client prior to performing any of the following. 4 The sale conveyance, transfer, pledge exchange, assignment, hypothecation, or encumbrance of Clients interest in any sums owed to Client, and (b) All other limitations as stated by the terms of this Agreement. ARTICLE 8 TERMINATION OF AGREEMENT 8.1. Termination on Notice: Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving sixty days (60) written notice to the other party, Unless earlier terminated asset forth below,this Agreement shall be effective as of the date first set out above and shall continue for a period of three (3) year thereafter. This Agreement, shall automatically renew for successive one (1) year periods, unless either party provides written notification to the other party of its decision not to renew this Agreement. 8.2. Termination on._OccjLrrengg, of Stated Events: This Agreement will terminate automatically on the occurrence of any of the following events; (a) Bankruptcy or insolvency of either party', (b) The assignment of this Agreement by either party without the consent of the other party; the parties agree that neither party will unreasonably withhold consent to such an assignment. 8.3. Tgrming Ajon fgr fgUlt: If either party defaults in the performance of this Def Agreement or materially breaches any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five days (5) after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to,the following: (a) Company's failure to complete the services specified In the Description of Services; (b) Clients material breach of any representation, warranty or agreement contained in this Agreement, (c) Company's material breach of any representation, warranty or agreement contained in this Agreement; (d) Client's failure to make payments a described in Schedule A Section 7. ARTICLE 9 PROPRIETARY RIGHTS 91. Confidential Informa Alon: Any written, printed, graphic, or electronically or magnetically recorded information famished by Client for Company's use are the sole property of Client. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and Information concerning the Client's employees, products, services, prices, operations, and subsidiaries. Company will keep this confidential 5 information in the strictest confidence, and will not disclose it by any means to any person except with the Clients approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Company's employees, agents, and subcontractors. On termination of this Agreement, Company will return any confidential information in Company's possession to Client, 9-2 Confidential Info rM2-tion- Any written, printed, graphic, electronically or magnetically recorded information, computer-based hardware, software, applications, soft. ware scripts, or software links furnished by Company for Client's use are the sole property of Company. This proprietary information includes, but is not limited to, customer requirements, customer lists, marketing information, and inforrnation concerning the Company's employees, products, services, prices, operations, and subsidiaries. Client will keep this confidential information in the strictest confidence, and will not disclose it by any means to any person except with the Company's approval, and only to the extent necessary to perform the services under this Agreement. This prohibition also applies to Client's employees, agents, and subcontractors. On termination of this Agreement,Client will return any confidential information in Client's possession to Company. ARTICLE 10 INDEMNIFICATION 10.1. Indemnification: To the extent permitted by applicable law, the Company will indemnify and hold the Client harmless from and against any and all loss, damage, liability, claims andlor injury resulting from all actions performed by the Company, or its agents on the Company's behalf, in connection with this Agreement. However,this indemnification shall not apply with respect to any legal cause, action or consequential liability or losses as a result from inaccurate or incomplete infon-nation or unfounded or unreasonable submissions furnished to the Company by the Client nor shall it apply to any act, omission or negligence of the Client. ARTICLE 11 GENERAL PROVISIONS 11.1. Govemin-cL Law: This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction that would cause the application of the laws of any jurisdiction other that the State of California). 11.2. gntiLe6qMeMen : This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understanding of the parties. 11 3. auggM52ors god AssigU2., Except as otherwise provided herein, the provislons hereof shall inure to the benefit of,and be binding upon,the successors,assigns, heirs, executors and administrators of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other party hereto, which consent may not be unreasonably withheld; provided, however, any party may assign any and all of its rights and interests hereunder to one or more of its affiliates and designate one or more of its affiliates to perform its obligations hereunder-, provided, however, that such party remains liable for full and total performance of its obligations hereunder. 6 11.4. Notiggs. Any notices authorized to be given hereunder shall be in writing and deemed given, if delivered personally or by overnight courier,on the date of delivery, if a Business Day, or if not a business day, on the first Business Day following delivery, or if mailed,three days after mailing by registered or certified mail,return receipt requested,and in each case,addressed, as follows. If to the Company to: with a copy to, Fire Recovery USA, LLC The Watkins Firm, APC 2271 Lava Ridge Court, Suite 120 4275 Executive Square, Suite 1020 Roseville CA 95661 La Jolla, CA 92037 Attention- Craig Nagler Attention'. Chris Popov, Esq. If to Client to" with a copy to: Monroe County Fire Rescue Monroe County Attorneys Office 490 63rd St. Ocean 1111 12th St., Suite 408 Marathon, FL 33050 Key West, FL 33040 Attention- Fire Chief Or, if delivered by telecopy, on a Business Day before 4.00 PM local time of addressee, on transmission confirmed electronically, or if at any other time or day on the first Business Day succeeding transmission confirmed electronically,to the facsimile numbers provided above, or to such other address or telecopy number as any party shall specify to the other, pursuant to the foregoing notice provisions. When used in this Agreement,the term "Business Day"shall mean a day other than a Saturday, Sunday or a Federal Holiday. 11.5. War;Amendments. This Agreement, and the Transaction Documents, (1) set forth the entire agreement of the parties respecting the subject matter hereof, (li)supersede any prior and contemporaneous understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof, and (iii) may not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in 2 writing signed by such party. 11.6. Cgunl@Marts" This Agreement may be signed in several counterparts. 11-7. Exgeases Each party shall bear its own expenses incurred with respect to the preparation of this Agreement and the consummation of the transactions contemplated hereby. 11-8. Arbitrgfign (a) If at any time there shall be a dispute arising out of or relating to any provision of this Agreement, any Transaction Document or any agreement contemplated hereby or thereby, such dispute shall be submitted for binding and final determination by arbitration in accordance with the regulations then obtaining of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) resulting from such arbitration shall be in writing and shall be final and binding upon all involved parties. The site of any arbitration shall be at a site agreed to by the parties and the arbitration decision can be enforced in a"court of competent jurisdiction". 7 (b) This arbitration clause shall survive the termination of this Agreement, any Transaction Document and any agreement contemplated hereby or thereby. 1.9. Waiver of u T alT E2ceMl@ry U ma THE PARTIES HERETr HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER.. THIS AGREEMENT OR ANY TRANSACTION DOCUMENT CONTEMPLATED HEREBY. 11.10 Qoo2grgtive „Purchases: This Agreement may be used by other government agencies.Company has agreed to offer similar serves to other agencies under the same or similar terms and conditions as stated herein except that the revenue share percentage (Compensation) may be negotiated between the Company and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The ClientlCountylor Client/Protection District will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchase by other agencies. ARTICLE 12 CLIENT(IlnDNROE COUNTY) PROVISIONS 121 Books,,Records and Documents: Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR 200. 33,whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each cattier party to this Agreement for public records purposes during the term f the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Company pursuant to this Agreement were spent for purposes not authored by this Agreement, or were wrongfully retained by Company, then n Company shall repay the monies together with Interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the County. 12.2 §Rye ilit If any terra, covenant, condition or provision of this Agreement (or the application there-of 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 terra, 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 company 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. 1 .3 Attorneys Fees and Costs: The Client and Company 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 attorneys fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorneys fees,courts costs„ investigative, and 8 out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 1 .4 Adjudication of Disputps €r�Disagreements'. Client and Company agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The Client and Company representative shall try to resolve the claim or dispute with meet and confer sessions. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seep such relief or remedy as may be provided by this Agreement or by laws 1 .5 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, Client and Company agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance o this Agreement or provision of the services under this Agreement, 12.6 Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to; 1 Title Vil of the Civil Fights Act of 1994 PL 88, b2j,which prohibit discrimination in employment on the basis of race,color, religion, sex, and national origin; ) Title IX of the Education Amendment of 1972, as amended (20 USC §3 1681-1 , and 168 1b86), which prohibits discrimination on the basis of sex; 3 Section 504 of the Rehabilitation Act of 1973, as amended ( o USG S 794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975, as amended (42 USC§§6101-6107), which prohibits discrimination on the basis of age; 8 The Drug Abuse Office and Treatment Act of 1972PL 9 - 55j, 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 (P'L 91616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public health Service Act of 1912, §§ 52 and 527 (42 USC ff 690dd- and. 290ee- ), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC §§ 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability!'. 10) Monroe County Code Chapter 14, Article ll, 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, .7 Covenant of No Interest: Client and Company 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, 12.8 Code of Ethics: Client 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 9 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. 12.9 Eublic Records CoM21iangg. Company must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida, Client and Company shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other 'public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by Client and Company in conjunction with this contract and related to contract. perfbrmance. Client shall not have the right to access proprietary or confidential information. Client shall have the right to unilaterally carrel this contract upon violation of this provision b Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and Client may enforce the tens of this prevision in the forum of a court proceeding and shall,as a prevailing party, be entitled to reimbursement of all attorney"s fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract, Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision, Pursuant to F.S. 119.0701 and the terms and conditions of this contract, Company is required to: 1) keep and maintain public records that would be required by Client to perform the service, (2) Upon receipt from Client's custodian of records, provide Client with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. ( Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Company does not transfer the records to Client. ( ) Upon completion of the contract,transfer,at no cost,to Client all public records in possession of Company or keep and maintain public records that would be required y Client to perform the service. If Company transfers all public records to Client upon completion of the contract, Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. if Company keeps and maintains public records upon completion of the contract, Company shall meet all applicable requirements for retaining public records. All records stored electronically roust be provided to Client, upon request from Client's custodian of records, in a format that is compatible with the information technology systems of Client, (5) A request to inspector copy public records relating to a Client contract roust be made directly to Client, but if Client does not possess the requested records, Client shall immediately notify Company of the request, and Company must provide the records to Client or allow the records to be inspected or copied within a reasonable time. It company does not comply with Client's request for records, Client shall enforce the public records contract previsions in accordance with the contract, notwithstanding Client's option and right to unilaterally cancel this contract upon violation of this provision by Company..An entity who fails to provide the public records to Client or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section I 19.10, Florida Statutes. Company shall not transfer custody, release, alter, destroys or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. 10 IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHARTER 119, FLORIDA STATUTES, TO COMPANYS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, T (305) 292-3470, LE "-BRIAR I' ECOU TY-FL. V, MONROE COUNTY ATTORNE'Y•'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040 12.10 Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of Client and Company in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Client be required to contain any provision for waiver, 12.11 Privilgges, and imrn ittes: 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 Client, 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_ 12,12 Legal Qbli a " ns and Res onsibilities: 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 Client, except to the extent permitted by the Florida constitution, state statute, and case law. 12.1 Ngn-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 Client and Company agree that neither Client nor Company nor 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 12.14 testa %,g*nss Company agrees to execute such documents as Client may reasonably require,to include a Public Entity Crime Statement; an Ethics Statement,and a Drug- Free workplace Statement (Attachment 1), 12.15 Np P tonal iabilt No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the parties in his or her individual capacity, and no member, officer, agent or employee of the parties shall be liable personally on this Agreement or be subject to any personal liability or accountability by I reason of the execution of this Agreement IN WITNESS WHEREOF,the undersigned have executed this Agreement as of the date first written above. COMPANY: FIRE RECOVERY USA, LLG. a California limited II. Ig moony Witness' Print N me: RTrVi F. AkCGCiZ Name: M. i er Title: CEO ✓. i '>N c. S.\ BOARD OF COUNTY COMMISSIONERS .3I A i• tCEVIN MADOK, CLERK OF MONROE COUNTY FLORIDA As Deputy Clerk Mayor/Chairman ,NROE ATOANEY ApP FORT/ P ASS* C 11 n/ f 1ATTORNEY °Ile 5/f:HdS J <- O -n a C r a 12 SCHEDULE A LIST OF COMPANY SERVICES 1. Company agrees to bill the responsible pasty on the Client's behalf for fire inspection and/or permit services rendered by the Client and recorded and processed by Company The inspection and/or permit flees aie listed in EXHIBIT A, but may change over time. Client will provide notice to Company of changes to its fee schedule. 2. Company will provide, as a nonnal matter of business, processing and invoicing of inspections and/or permits and submission to the responsible party for payment, receipts of monies deemed due to the Client,payments of the agreed upon amounts of said monies to Client, and reporting of progress via Recovefyhub. 3. Company agrees to bill to the best of its ability all inspections and/or permits provided to Company by the Client 4. Company agrees to remit to Client the full amount collected for each inspection less a processing fee of Seventeen-dollars and Fifty-cents ($17.50)for each paid inspection. Companywill also collect Fifty Percent(50%)of any late fee assessed by the Client and paid by the inspection client as compensation for Company's billing efforts. 5. If paid by credit card, a credit card fee of 2.8 -3%will be passed along to the customer as a "convenience fee". 6. Company agrees to pay the funds due to the Client for its inspections and/or permits on a monthly basis, within seven(7) wotking days after the close and accounting of the monthly billing cycle. 7. Company agrees to make reports available via RecoveryHub, a password protected website,for the Client which will set forth the status of all inspections and/or permits and provide an accounting of all payments and amounts due the Client under the terms of this Agreement. a. Company will not be responsible for, nor accept any liability for,any erroneous,invalid,or illegal inspections or permits performed by Client. 9. Parties acknowledge a critical component to the success of the billing effort is the acquisition by the Client of the necessary contact Information for the responsible party at each inspection and/or permit location to whom the invoice will be sent. The Client agrees to obtain, for each business location, the e-mail address and telephone number for the responsible party for payment. If the Client does not maintain an 80%success rate for obtaining accurate contact information, the Company reserves the right to charge a fifteen-dollar($15) processing charge for attempting to identify the responsible party,whether that effort is successful or not. If this fee is charged by the Company the total fee for each month will be documented and subtracted from the monthly payment set forth in 4, above 10. Client will, to the extent it deems appropriate and ne-wry, expend the resources and take the required actions to obtain payment forall invoicesthat remain unpaid after60 days of the invoice date and arrange for those payments to be forwarded to the Company for processing under the terms of this Agreement EXHIBIT A CLIENT INSPECTION FEE SCHEDULE (See Following Pages) RESOLUTION NO. 104 -2020 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ADOPTING THE MONROE COUNTY FIRE PREVENTION INSPECTION FEE SCHEDULE, ATTACHED HERETO AND MADE A PART OF THIS RESOLUTION AS EXHIBITA.;AND HEREBY PROVIDING AN EFFECTIVE DATE. WHEREAS, Monroe County Fire Rescue, under the direction of the Monroe County Fire Chief, is responsible for fire safety and prevention throughout Monroe County; and WHEREAS, the Monroe County Fire Marshal, who reports to the Monroe County Fire Chief,has the duty and authority to conduct ongoing fire prevention code inspections and,when applicable, the authority to order the removal of dangerous or hazardous conditions or material and, if necessary, require standby fire personnel to mitigate emergency conditions; and WHEREAS, the Board of County Commissioners of Monroe County, Florida (hereinafter"BOCC") adopted Ordinance No. 013-2020 at a public hearing held April 15, 2020 amending Chapter 13 of the Monroe County Code setting forth updated and additional fire protection and permit/fire inspection requirements; and WHEREAS, pursuant to Chapter 13 of the Monroe County Code, as amended by the ordinance adopted April 15, 2020 by the BOCC, the fees necessary to cover the cost for the services by the County Fire Marshal must be established by resolution of the BOCC; and . WHEREAS, the Monroe County Fire Prevention Inspection Fee Schedule, attached hereto and made a part of this resolution as Exhibit A., is being presented for approval by the BOCC; and NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: Section 1. The Monroe County Fire Prevention Inspection Fee Schedule, attached hereto and made a part of this Resolution as Exhibit A., is hereby adopted. Section 2. Effective date. This resolution shall become effective October 1, 2021. Page 1 of 2 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 15th day of April, 2020. Mayor Heather Carruthers No Mayor Pro Tem Michelle Coldiron Yes Commissioner Craig Cates Yes »y` s `r Commissioner David Rice Yes d4 yrr �� , GJ I Commissioner Sylvia J. Murphy ba�iiii Eti N 1/,S�AL1`gyp {((jtQ[ ?'V ; °titiATTEST;, ) VIN MADOK,Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE IllUN Y FLORIDA By:� ��^^^�-� By: yo As Deputy Clerk M r a her Carruthers 'NROE COUNTY OF • ANEY � RM PED J. A S S I . 7TY"ATM ARNEY Date 3YI7120 0 0 — Fri __l rn c- CD O 0 Page 2 of 2 roc si i f j'20Jfir;. ;Dc�kia w ' trt, Isfgi ol S, { 00000000000 OOOOO L`a OOOO OOOO OOOOOOOOOOO O OLh0 O LOO LO b0 LOGO �- NMO NCO � N N M fi �� r � (V (V M w fA 69 EA Ef? 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Cn 41 0 -Fo — -FD a) > *-I 0 cn c- a) C: 0 CL E . a can C: CD 0 c 0 cn > D 0 0 _0 OL (U O) o U, E: c L) -C (n m c 0 0 cn a) E C U) -t� - 0 c m 0 -r- a) 0 0 a) > a) a) a) .2 0 m a) a) co iT — 0 0 0_ 0 0 -0 .!= 0 E 0 0) m "a a) 0 u a) > a) CL c L a 0 c 0 a]n) U- z 0 E c a) -c a) 6- C: CO (n :t:� CY) (n a) 0 (n a) E -0 -0 a) U) C: a- - a) a) cn — W U) a) a) — m -i c: a) m 0 a) m cu cn a' a) 0 C: cn �c C> -0 c -0 c > tn 2 E cn W x 0 . a) a) 0 0 < a) a) Ll: U) (D m (D o c UJ N O� cc -a ;-- �o =3 cu 0 cu a) a) (D cl Q) U) c a) F 'vim L) U. cr> > 7U) j < U) < CO U) < 64 cu u- u- E o o a) La) :3 a W r- E- =3 a)a) cu CN Cu E •E a) > 0 a) 0 4) (n 0 E w a) < m cr =3 a) a) a) ,a) a) a =w > cn c: 0 u- IZ- �g 0 M cr�_ a)j cr- z F-� F- 0 a- D W QCl_ WJ SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (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." n (Signature) Date: l L STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: CALIFORNIA JURAT WITH AEFIA T STATEMENT GOVERNMENT CODE § 8202 rY,See Attached Document (Notary to cross out lines 1_6 below) ® See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 9 Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the docurrlent to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California Subscribed and sworn to (or affirmed) before me Countyof �. "_ -'° on this -J day of ate- 20 "Z l by Gate Month Yeary ti FELICIAh FOLBRECH' rt a votar P is Ca,+r ��. � ka - ° c,rneaf (and( .) ._. __....a..A _ _-..�....�.�..). Pl�Cer Counuk sIVtr (s) of ligne ) Comr�liss�an.;22908u1 Co m.Expiresav fir.gat proved to rare on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature tis ?: C Place Notary Seal andlor Stamp Above Signature of Notary Public - OPTIONAL Completing this information can deter alteration of the document or froudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document `.�-,,2 f,._ t,"C v e ✓ t: tw i �, 1 t 1 ' 't i l I Document Date: ? . .. t ____.._..r Number of Pages: ..._._ .... Signer(s) Gather Than gamed Above. ��.(� � ,..: __.._ _)2017 National Notary Association 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, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." F,4 { �w��&�tA XL have read the above and state that neither ;2�ClyFi2�1 �•. �� (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. o (Signature)Date: S Z' 2 Qy�'}1 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means Qf 0-physical presence or ❑ online notarization, on (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. i.: NOTARY PUBLIC My Commission Expires: CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE .rezt NMI . See Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) — .._ Signature of Document Signer No. ? Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California Subscribed and sworn to (or affirmed) before me County of t c._. rc. ' on this 1 day of_ wr"., ..,..... 20 4 by Date month Year rEt lCir M.FCL8RECH'7 (and(2) ), t. Mary Public Ca rfD nia Placer c��,cy Ci�lr mr?s) of n C( M,carl-T, Expi os mdy 11 2023 proved to me on the basis of satisfactory evidence to be thpersla(s) who appeared before me. Signature Place Notary Seal and/or Stoma Above Signature of Notary Public ---- OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Documenfi ]L? 31 _ Document Date > _!_. .__.. Nurnber of Pages Signer(s) Other Than Named Above: 017 National Notary Association DRUG-FREE WORKPLACE FOR The undersigned vender in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties, that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). . In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of 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. . Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. / (Sig ature) Date: r -2 � ' STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of C1 physical presence or Q online notarization, on -- - - -- - (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: 1111 -A- CALIFORNIA I JIJ AT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 . .,�s�,..:_:; ;- *._ � ,.��r.+ rXa;3 �.-rr�"-�.. .-.,, `See Attached Document(Notary to crass out lines 1-6 below) D See Statement Below (tines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. j Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California Subscribed and sworn to (or affirmed) before me Countyof (. r.CW,�.... ,., ®. on this day ofm •rcf , 2Q _, by Date Month Year FELICIr M FOLBRECN' 'rotary PuNic-Cafiror ra a� Ptacer County (and(2) ), Ca miss do;22908Q1 Nor]? (S)Of !? ) proved to me on the basis of satisfactory evidence to be th e so!�s) who appeared before nee. Signature ,u , Place Notary Seal andlor Stamp Above Signature of Notary Public ..................... _. _.. OPTIONAL .-- Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Documenl Title or Type of DOCur-nent: _ r -., >mm 4 , ; 4. T--__ ___ __. _ __- Document Date: ......._� 7,.i �.. � - ___....__.�._ Number of Pages Signer(s) Other Than Named Above: v N ti. '` m.._._. .{y,:,.➢ �r.`-InH WMI, ' 2017 National Notary Association Client#: 449205 FIRERECOVE DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 05/03/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Stephanie Buchwieser Marsh&McLennan Agency LLC PHONE 619-496-0098 FAX A/C,No,Ext: (A/C,No): Marsh&McLennan Ins.Agency LLC ADDRESS: stephanie.buchwieser@MarshMMA.com PO Box 85638 INSURER(S)AFFORDING COVERAGE NAIC# San Diego, CA 92186 INSURER A:Sentinel Insurance Company Ltd 11000 INSURED INSURER B:Underwriters at Lloyd's London 555555 Fire Recovery USA LLC INSURER C 2271 Lava Ridge Ct. INSURER D Suite 120 INSURER E Roseville, CA 95661-3065 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 72SBABB5481 05/01/2021 05/01/2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE [*OCCUR PREMISES(ERENTED rr nce) $1,000,000 ApprovedRisk Management MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JECT LOC 5-7-2021 PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 72SBABB5481 05/01/2021 05/01/202 (CEO, ccidentS INGLE LIMIT $Y 1r 000r 000 a ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR 72SBABB5481 05/01/2021 05/01/202 EACH OCCURRENCE s2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s2,000,000 DED X RETENTION$1 OOOO $ A WORKERS COMPENSATION 72WECP07250 05/01/2021 05/01/2022 X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N Y Y ANY PROPRIETOR/PARTNER/EXECUTIVEL:�] E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B E&O/Cyber MPL209914821 05/01/2021 05/01/2022 $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Monroe County Board of County Commissioners has been added as an Additional Insured with respects to the General Liability Policy and with respects to the Auto Liability Coverage listed above per attached endorsement. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street, ACCORDANCE WITH THE POLICY PROVISIONS. Key West FL 33040 AUTHORIZED REPRESENTATIVE St� u"e b�'ue�Ccuieae� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S8261138/M4832842 WSSUB INSURED: Fire Recovery USA LLC POLICY#: 72SBABB5481 POLICY PERIOD: 05/01/2021 TO 05/01/2022 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; personal and advertising injury to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except"volunteer workers". 2• Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization damage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury' or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part {i) The exceptions contained in provides coverage for "bodily injury' or "property damage" included within the Subparagraphs (d)or (f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily {c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury', "property damage" or "personal on your behalf: and advertising injury' caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. ....................................................................... (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part,, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24