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10/31/2022 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00 ........ ..... ....... ......� Effective Date: Expiration Date: Contract Purpose/Description: Contract is Contract Original A reement Contract ° �� Manager: Amen men Extension Renews (Name) (Ext.) (Department/Stop#} CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ (must be less than$50AO) �j {IF multiyear agreement then requires BOCC°approval,unless the tIoW, umwpW ati a e auulwbwt is la ms Pmn Budgeted?Yes® No Grant: $ County Match: $......_........._._....�........................._............... Fund/Cost Center/Spend Category: 141/11500/SC 00038 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) insurance Required: YES 1� NO ❑ CONTRACT REVIEW Changes Date In Needed Reviewer Date In Department I-lead Yes[:]No x❑ James K. Callahan __...... ............................................................. 1gitay epne®by Ch.dobna CaryCOUnt Attorney Yes❑N Christina Co ry Dew i023.01311621 11 WOO ' _. ... ....... _. Risk Management Yes No Lisa Abreu D�ne9y signed by Use Abaeu Date 2023 02 07 09.59 01-95100' Purchasing Yes❑No �_.. .......�_n...�.�.. .......... i, gitaHy sgned by John Q.inn JohnQuinn o'at'e 2023!92.07 Rb 252445'00' OMB Yes❑No ® Comments: Revised BOCC 8/17/2022 Page 85 of 106 CONSULTING AGREEMENT THIS AGREEMENT is entered into this 31 st day of October, 2022, by and between Emergency Services Consulting International, an Oregon Corporation, with a main office located at 4795 Meadow Wood Lane, Suite 110, Chantilly, VA 20151 ("Consultant"), and Monroe County, Florida, Board of County Commissioners ("Client") having a residence or place of business at 1100 Simonton Street, Suite 2-205, Key West, Florida 33040. WHEREAS, Consultant is a consultant for Monroe County Fire Rescue Department promotional examination services; and WHEREAS, Client is in need of consultation services for its upcoming promotional examination process, including written questions and scoring services, NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and both parties intending to be legally bound, the parties hereto agree as follows: 1. SERVICES. Consultant's Services. Consultant agrees to perform Consultation Services ("Services")for Client as follows. • Deliverables: Consultant will provide two 100-question promotional written examinations that are intended to assess the knowledge, skills and abilities for successful performance operational Lieutenants and Captains. The work shall include the development, validation, and scoring services relating to a written exam promotional process for the ranks of Lieutenant and Captain in Monroe County Fire Rescue. Consultant will additionally provide the exam booklets, a test administration manual, answer/bubble sheets and will score the exams or provide an answer key for Monroe County to score the exams. 2. CONSULTANT'S PERFORMANCE. General. Consultant represents and warrants to Client that it has the necessary professional expertise, skills and abilities to perform the Services and to perform all its duties and obligations as set forth in this Agreement in accordance with the highest standards of skill, expertise, and diligence consistent with those of other firms performing similar services in the telecommunications industry. 3. COMPENSATION. Fees and Expenses. Client, in exchange for the Services rendered by Consultant pursuant to this Agreement, shall pay Consultant $3,000.00 per exam for a total of $6,000.00, to be paid after completion and delivery of the assessment. All remittances shall be sent to: Emergency Services Consulting International, Attention Accounts Receivable, 4795 Meadow Wood Lane, Suite 110. Chantilly, VA 20151. Payment Terms. Consultant shall submit to Client an invoice for amounts due for services rendered outlining work completed and time utilized. Payment will be made according to the Florida Local Government Prompt Payment Act, Sections 218.70-218.80, Florida Statutes. Consultant shall submit to the Client an invoice with supporting documentation in a form acceptable to the Clerk. Invoices may be submitted upon completion of the services. Acceptability of the invoice to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. Invoices shall be sent to the Monroe County Fire Rescue Department, who will review the documents and route them to appropriate COUNTY Staff for approval. Upon receiving all required approvals, the invoice(s) will be forwarded to the COUNTY Clerk's office for payment. Compensation Not Contingent. Client acknowledges that Consultant's services are not tied to the result of any negotiations undertaken by the Client with the entity undertaking to lease or use Client's land. Consultant warrants only that it will use it best efforts to assist client in the negotiations and does not warrant any specific result or lease rate. 4. TERM. General. This Agreement shall commence on the date first set forth above and, subject to Section 6 hereof, shall expire on September 30, 2023. 5. TERMINATION. By Client for Convenience. Client may request consultant to stop any and all work at any time for any reason. Consultant shall be paid for all work properly performed, with completion documented in writing by the parties, prior to the termination. By Consultant for Cause. Consultant may terminate performance of this agreement for cause at any time upon written notice to Client (including notice by email). 6. NOTICE. Unless otherwise provided herein, any notice or demand required or permitted to be given under this Agreement shall be effective when sent if given by facsimile (with confirmation requested) or if given in writing and sent by delivery service guaranteeing next day delivery, delivery charges prepaid, as follows: If to Consultant: Jennifer Flaig, Director — Human Capital Division ESCI Human Capital Division 4795 Meadow Wood Lane, Ste 110 Chantilly, Virginia 20151 , at the address first set forth above. If to Client: James Callahan, Fire Chief, or designee, at the address first set forth above. and Monroe County Attorney's Office 1111 120,Street, Suite 408 Key West, Florida 33040 Either party hereto may change the place and/or person for the giving of notice by providing written notice to the other as set forth above. 7.ATTORNEYS' FEES. In the event of any controversy or litigation arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including costs of settlement negotiations, mediation or appeals, in addition to all other relief to which such party is otherwise entitled. The parties agree that, as to Consultant, its principals, employees and subcontractors, liability for damages, including attorney's fees and costs shall not exceed the value of this agreement. Client specifically understands that, due to the nature of this engagement, Consultant would not have entered this Agreement but for this limitation on damages. Client specifically agrees that Consultant is not visiting the subject site and is relying upon information from multiple sources, the reliability of such information Consultant cannot and does not warrant. 8. APPLICABLE LAW AND JURISDICTION. This Agreement shall be interpreted under the laws of the State of Florida, without regard to the conflicts of law rules thereof. Jurisdiction will be under any court of competent jurisdiction in Monroe County, Florida. 9. ARBITRATION. Client does not agree to Arbitration should a dispute arise under the terms of this Agreement. 10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating hereto. 11. AMENDMENT AND MODIFICATION. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the parties hereto. 12. ASSIGNMENT. This Agreement contemplates the personal services of Consultant to perform Services„ Consultant shall not assign or transfer its interest in this Agreement without the prior written consent of Client. 13. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties' successors and permitted assigns, if any. 14. COUNTERPARTS. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. NO ADVERSE CONSTRUCTION. This Agreement reflects the joint work product of the parties, and in the interpretation or construction of this Agreement no rule of construction shall be employed which would indicate or require that any provision of the Agreement be construed adversely to either party based upon that party's role in the drafting of this Agreement. 16. RIGHT TO AUDIT. The records of the parties to this Agreement relating to the Project which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontractor files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change orders (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk and Comptroller(hereinafter referred as"Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as"Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the Clerk. The Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmation with employees, Subcontractors suppliers, and contractors representatives. All records shall be kept for five (5) years after Final Completion of the Project. The Clerk possess the independent authority to conduct an audit of Records, asses and activities relating to this Project. If any 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 pursuant to Section 55.03, Florida Statute, running from the date the monies were paid to the Contractor. The right to audit provision survives the termination of the expiration of this agreement. CONSULTANT shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in the provision or as otherwise provided by law. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICTION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN(&MONROECO'UNTY-FL.GOV, c/o Monroe County Attorney's Office, 1111 121 St., Suite 408, Key West, Florida 33040. 17. PER FLORIDA STATUTE, CHAPTER 287.0582. The parties agree this Agreement binds Monroe County for the purchase of services or tangible personal property for a period in excess of one (1) fiscal year, moreover the parties agree Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 18. SCRUTINIZED BUSINESS. 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 proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as contractor, supplier, subcontractor, or consultant 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. 19. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990. The CONSULTANT warrants that it has not employed, retained or otherwise bad 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. 20. 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 VII of the Civil Rights Act of 1964 (PL 88-3S2), which prohibit discrimination in employment on the basis of race, color, religion, sex. and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC§§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC§ 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1972, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-2S5), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91616), as amended relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 912, §§ 523 and 527 (42 USC §§690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC§§ 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 II, 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 1. COVENANT OF NO INTEREST. COUNTY and CONSULTANT 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. 22. CODE OF ETHICS. The parties understand that officers and employees of the COUNTY are 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 compensations misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 23. NO SOLICITATIONIPAYMENT. The COUNTY and CONSULTANT 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 CONSULTANT 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 recovers the full amount of such fee, commission, percentage, gift, or consideration. 24. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 75 ,23, Florida Statutes, the participation of the COUNTY and the CONSULTANT in this his 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. 25. Insurance a uire ent or Contract et een C U TY and CONSULTANT. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. All insurance companies shall have an A.M. Best rating of A- or better. The required insurance shall be maintained at all times while CONSULTANT is providing service to COUNTY, Workers' Compensation Statutory Limits Employers' Liability Insurance Bodily Injury by Accident $100,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee $100,000 General Liability, including Premises Operation Product and Complete Operations Blanket Contractual Liability Minimum Acceptable limits $300,000 CSL Ve,Ncle Liability providing coverage for all owned, non-owned and hired vehicles Minimum acceptable limits $300,000 CSL Professional Liability $300,000 per Occurrence $500,000 Aggerate 26. SECTION HEADI The section headings used in this Agreement are for convenience of reference only and shall not be considered for the purpose of interpreting or construing the provisions hereof. IN MrNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Authorized Offic o behalf of Client: Consultan Digitally signed by Roman Gastesi By: By: Roman GastesiDate:2023.02.16 13:58:16-05'00' Name: Joe Powers Name., Roman Gastesi Title: Managing Director Title: County Administrator Date: 1126/2023 Date:. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ATTEST. KEVIN MADOK, CLERK By: ............. By: App'WecTas to forrh and legal su"ency Christina Cory, Assistant County Attorney Monroe Co n1l Attorney's Office MM3 DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 2/14/2023 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jill Harper WHA Insurance Agency Inc PHONE FAX 2930 Chad Drive A/C No Ext: 541-284-5128 A/C,No:541-342-3786 Eugene OR 97408 ADDE-MRESS: jharper@whainsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Lloyd S of London INSURED 22934 INSURERB:Twin City Fire Insurance Company Emergency Services Consulting International Inc INSURERC:Trisura Specialty Ins Company 16188 Fields Consulting Fields Consulting Group, Inc INSURERD: 25030 SW Parkway Avenue#330 INSURERE: Wilsonville OR 97070 INSURER F: COVERAGES CERTIFICATE NUMBER:1722424914 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY PSK0136659525 1/1/2023 1/1/2024 EACH OCCURRENCE $3,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $250,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 POLICY❑ PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $3,000,000 X OTHER: $ A AUTOMOBILE LIABILITY PSK0136659525 1/1/2023 1/1/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Cyber Liability ATB660525003 10/9/2022 10/9/2023 Aggregate 1,000,000 B Directors&Officers 52KBO36110223 1/31/2023 1/31/2024 Aggregate 1,000,000 A Professional Liability PSK0136659525 1/1/2023 1/1/2024 Prof Liab Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commission is named as an additional insured APPROVED BY RISK MANAGEMENT DATE 2/16/2023� WAIVER N/A YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Suite 2-205 AUTHORIZED REPRESENTATIVE Key West FL � @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Of C f C c. the reasons why you be4eve that this uncic:lent cOve rise to a claim under this Policy; d. the identity of the potentlal,baimant;and e. an indication as to the size of the claim that could result from this incident, In respect of INSUPING CLAUSE 2, if you discover a cyber event you may only ncur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers(which will not be unreasonabiy withheld). 2". Additional'insureds We io-Oi indemnify any third party as an additi(,::)na, .r sured under this Policy, but f,::)nly in resp&u.t of su in--ts ��vNch they lo�r,,,�oome legally obligefJ to pay ('inclu id nag (;ability for clalmants' costs ancl expenses) as a result of a claim arisrng sdely oui. oll an act commlttr„d b", you, pro,iJded that:, ,a. yr,n,u ccrtra(:;tec,,l in odvdting to indemnify, the third party for the claim prior tr) it f rst beiru,:] made against then--n;ar�d had the claim been ry-n;,ade ag&,"iist then you would Ibe entRJed ,k::,,o indiea rin9ty urider this P61ir,',-Y. Reforie we, irv,.:Iemiriiify ar',ny;adcliConal ir�stjiredtht,,�y must: ,a. 1')rove to us Lhat,Lhe claim arose solely otit. of an aict corn by you;anr,J �b. ft,ffly con,ip(y v4th Cn,NDITION I as 1:1,he, weni'.11 you, Where we indeirnriify a thirf.:11 party as an adir.fitll'onal insurc,,O under this F)Vicy,this Policy ,A/H be pirirnary and noin-c'ontributory tt-n the third pa own insk irance, but only ff you aniti�-I thie V-,Orid party Ihanve entered into a q,:::ontract th�a t conitains a prom46nn ri,;:Kp iiring Wr,ie,irp a third party s tra'.atcd as an insureid as a reSUlt Of this C onditur.:nrl, anyclalrn made by tl-at third party against you w,fl l betr1r.:,`Iated by us as if the,,�,�-vvere a third party and ncr t as an flrnsuirecl. 3. Agreement to pay claims(duty to defend) We have the right and duty to take control of and c-onduc.t in your name the invesitigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to c.onsider appointing your own lawyer to defend thep claim an your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience,taking inti.:) account the subject matter of the claim, and the cost to provide a defense. fcfc c. then to you as recovery of your deductible. 17. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. '18, Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSUPING CLAUSE 2 (SECTION C only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 19, Waiver of subrogation Notwithstanding CONDITION 16, we agree to waive our rights of recovery against any third Pa rty if, prior to t1rive claim or inc ident which you reasonably expected to give rise to �a d4iirn, you entered into a contract that C-Q,Fltalins a provision requiring you to do this. 20. Choice of law,jurisdiction and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in thy... Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jur-Miction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America,to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against us,we will abide by the final decision of such court or of any appellate court in the event of an appeal. The representative stated in the Declarations page is authorized and directed to accept service of CDATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE Acct# 2786073F 2/14/2023 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 888-828-8365 Lockton Companies, LLC PHONE FAX 3657 Briarpark Dr., Suite 700 A/c No Ext: A/C No): E-MAIL Houston,TX 77042 ADDRESS: INSPERITYCERTS LOCKTONAFFINITY.COM INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Indemnity Insurance Co.of North America 43575 INSURED INSURER B: EMERGENCY SERVICES CONSULTING INTERNATIONAL INC. INSURER C 25030 SW PARKWAY AVE STE 330 WILSONVILLE,OR 97070-9609 INSURER D INSURER E: 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N 1,000,000 A OFFICER/MEMBER EXCLUDED?ECUTIVE ❑ N/A C51616017 10/1/2022 10/1/2023 E.L.EACH ACCIDENT $ (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 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED BY RISK MANAGEMENT DATE 2/1619093 WAIVER N/A YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE MONROE COUNTY BOARD OF COUNTY COMMISSION 1100 SIMO STREET,SUITE 2-205 KEY KEY WEST,,FL FL 33040 cf 30,1— ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD