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04/19/2023 Agreement 19th April This THIRD PARTY PROVIDER AGREEMENT (the"Agreement") is made this Vday of Mafeb 2023 (the "Effective Date"), by and between Monroe County Board Of County Commissioners, a body corporate, organized and existing under the laws of the State of Florida ("Client"), and Florida Municipal Insurance Trust (FMIT), a trust, organized and existing under the laws of the State of Florida ("Third Party Provider"), and CLEAR RISK US CORP., a body corporate, organized and existing under the laws of the state of Delaware. ("Clear Risk"). WHEREAS Clear Risk provides a software product that manages claims and risk information (the "Software"); and WHEREAS Clear Risk has agreed to license to Client and Client has agreed to license from Clear Risk the Software pursuant to a Clear Risk Services Agreement dated July 20th, 2022 (the "Software Agreement"). WHEREAS Client has entered into a written agreement with Third Party Provider for the provision of insurance coverage by Third Party Provider for the benefit of Client (the "Outsourcing Agreement"). WHEREAS Client wishes to provide Third Party Provider with an access to the Software for Third Party Provider to operate within the Software on behalf of Client for the provision of certain outsourced services by Third Party Provider for the benefit of Client. NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS Unless otherwise defined in this Agreement, capitalized terms have the meaning ascribed to such terms in the Software Agreement. 2. RIGHT TO ACCESS AND USE THE SOFTWARE 2.1 Client may, at no additional fee, permit Third Party Provider to use and access the Software, related documentation and the Confidential Information for the sole and exclusive benefit of the Client and for the provision of certain outsourced services by Third Party Provider for the benefit of Client. The use of and access to the Software, related documentation and the Confidential Information by Third Party Provider on behalf of Client shall not in any way amend or alter the terms of the Software Agreement, including but not limited to the intended use of the Software, related documentation and the Confidential Information [and the number of Users]. 2.2 The Software, related documentation and the Confidential Information may only be disclosed by Third Party Provider to those employees of the Third-Party Provider who: (i) have a need to know consistent with the purposes of this Agreement and the Software Agreement; and 2.3 (ii) are under confidentiality obligations no less restrictive than the confidentiality obligations contained in this Agreement and the Software Agreement. 33594898_1 INATDOCS 2.4 Third Parry Provider acknowledges having been provided by the Client with a copy of the Software Agreement and hereby agrees and covenants to strictly comply with the terms of the Software Agreement, including that the Software will be removed from Third Party Provider's servers, computers and networks when the Outsourced Services are completed or the Software Agreement has expired or is otherwise terminated, whichever comes first. 2.5 Any breach of any of the terms of the Software Agreement by Third Party Provider shall be deemed to be a breach by the Client and, subject to the terms of the Software Agreement, Client shall be liable to Clear Risk for any damages arising out of a breach of this Agreement or the Software Agreement by Third Party provider. 2.6 The outsourcing arrangement or use of the Software, related documentation and the Confidential Information by Third Party provider pursuant to and in accordance with this Agreement and the Outsourcing Agreement shall not be construed as an assignment, sublicense or novation of the rights under the Software Agreement to the Third Party Provider. 3. INTELLECTUAL PROPERTY Subject to the limited rights expressly granted hereunder, Clear Risk reserves all rights, title and interest in and to the Software, related documentation and its Confidential Information, including all related intellectual property rights. No rights are granted to Third Party Provider hereunder other than as expressly set forth in this Agreement. Clear Risk retains all right, title and interest in and to the Software, related documentation and its Confidential Information at all times, and regardless of the form or media in or on which the original or other copies may subsequently exist. Finally, any suggestions, ideas or inventions that Third Party Provider, its employees or agents, voluntarily and optionally disclose to Clear Risk through any means will be used, or not used, by us at Clear Risk's sole discretion; and, Clear Risk will have no obligation to Third Party Provider, its employees and/or agents regarding any ideas or inventions that Third Party Provider, its employees and/or agent disclose through such means. 4. DISCLAIMER OF WARRANTY SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OTHERWISE PROVIDED IN THIS AGREEMENT, THIRD PARTY PROVIDER'S USE OF USE OF THE SOFTWARE IS AT THIRD PARTY PROVIDER'S OWN RISK. CLEAR RISK PROVIDES THE SOFTWARE ON AN "AS IS", "WHERE IS", BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT. CLEAR RISK ALSO DISCLAIMS ALL LIABILITY WITH REGARD TO THIRD PARTY PROVIDER'S VIEWING OF ANY WEB SITES THAT MAY BE LINKED FROM THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. CLEAR RISK MAKES NO WARRANTY THAT CLEAR RISK CLAIMS IS ACCURATE, TIMELY, UNINTERRUPTED OR ERROR-FREE, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE RELIABLE, THE QUALITY OF ANY PRODUCTS OBTAINED OR PURCHASED THROUGH THE USE OF THE SOFTWARE WILL MEET THIRD PARTY PROVIDER'S EXPECTATIONS OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. Page 2 of 4 5. TERMINATION Clear Risk may at any time, at its sole discretion and without any fees or penalty, restrain, limit, revoke and terminate Third Party Provider's right to use and access the Software, related documentation and its Confidential Information. 6. INDEMNIFICATION Third Party Provider agrees that it shall at all times promptly indemnify, defend and hold Clear Risk safe and harmless from and against any and all actions, manner of actions, causes of actions, liabilities, claims, demands, suits, damages (incidental, direct, indirect, special, consequential or otherwise), losses, injuries, expenses (including, without limitation, legal fees on a solicitor and own client basis) or otherwise which may be brought against or suffered by Clear Risk for, arising from or in any way connected with a breach by Third Party Provider of this Agreement and the Software Agreement or Third Party Provider's use of and access to the Software, related documentation and its Confidential Information. 7. LIMITATION OF LIABILITY IN NO EVENT WILL A PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF $7,500.00 OR THE REVENUE ACTUALLY RECEIVED BY CLEAR RISK DIRECTLY ATTRIBUTABLE TO CLEAR RISK CLAIMS THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 8. MISCELLANEOUS 8.1 Clear Risk may use Third Party Provider feedback, suggestions, testimonials, comments or ideas in any way, including in future modifications of the Software and related documentation, other products or services, advertising or marketing materials including brochures and website pages and including client company logo. Third Party Provider grants Clear Risk a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback Third Party Provider provides to Clear Risk in any way. 8.2 Third Party Provider shall not be permitted to assign this Agreement or any of its obligations hereunder without the prior written consent of Clear Risk, which consent may be withheld by Clear Risk in its sole discretion. Third Party Provider also agrees that it shall not have the right to grant sublicenses under this Agreement without the prior written agreement of Clear Risk. This Agreement shall be construed in accordance with the laws of the State of Florida applicable therein and each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of such Province. Page 3 of 4 CSIIO CERTIFICATEOF I N U MM E,. DATE(YY/MMIDD) 23/02/24 BROKER This certificate is issued as a matter of information only and confers Cal LeGrow Insurance Ltd. no rights upon the certificate holder.This certificate does not amend, 189 Higgins Line extend or alter the coverage afforded by the policies below. St. John's NL Al B 4N4 COMPANIES AFFORDING COVERAGE BROKER'S CLIENT ID: CLEAR-6 COMPANY A Travelers Insurance Company INSURED's FULL NAME AND MAILING ADDRESS COMPANY ClearRisk Inc B P.O. Box 21097 COMPANY St. John's NL A1A 5132 C COMPANY D COVERAGES 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. TYPE OF INSURANCE CO POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS OF LIABILITY LTR DATE(YY/MMIDD) DATE(YY/MMIDD) (Canadian dollars unless indicated otherwise) COMMERCIAL GENERAL LIABILITY A TRV0347036 23/02/16 24/02/16 EACH OCCURRENCE $5,000,000 CLAIMS MADE OR Z OCCURRENCE GENERAL AGGREGATE $5,000,000 X PRODUCTS AND/OR COMPLETED OPERATIONS PRODUCTS-COMP/OP AGG $5,000,000 X EMPLOYER'S LIABILITY PERSONAL INJURY $5,000,000 X CROSS LIABILITY TENANT'S LEGAL LIABILITY $1,000,000 X TENANT'S LEGAL LIABILITY MED EXP(Any one person) $10,000 X NON-OWNED NON-OWNED AUTO $2,000,000 X HIRED OPTIONAL POLLUTION $ LIABILITY EXTENSION POLLUTION LIABILITY EXTENSION ,w (Per Occurrence) $ 0 (Aggregate) $ AUTOMOBILE LIABILITY BR - BODILY INJURY PROPERTY DAMAGE $ DESCRIBED AUTOMOBILES COMBINED ALL OWNED AUTOS " 2 . 24 2 3 ... _-- BODILY INJURY (Per person) LEASED AUTOMOBILES WARN 1 BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ "ALL AUTIMI EILES LEASED IN EXCESS III0 DAYS WHERE THE INSURED IS REQUIRED TO PROVIDE INSURANCE EXCESS LIABILITY A TRV0347036 23/02/16 24/02/16 EACH OCCURRENCE $5,000,000 X UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM (Specify) OTHER LIABILITY(SPECIFY) A TRV0347036 23/02/16 24/02/16 Each Occurrence $5,000,000 Cyber Liability Aggregate $5,000,000 Errors&Omissions Liability ADDITIONAL INSURED DESCRIPTION OF OPERATIONS/LOCATIONS/AUTOMOBILES/SPECIAL ITEMS Monroe County BOCC All operations usual to the business of the Named Insured. It is hereby 1100 Simonton Street understood and agreed that the Certificate Holder is added as an additional Key West, FL 33040 insured with respect to the legal liability arising from both the operations of the Named Insured and as required by the contract.Additional insured is not added to any form of automobile insurance. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY Monroe County BOCC WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE 1100 Simonton Street CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL Key West, FL 33040 SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. SIGNATURE OF AUTHORIZED REPRESENTATIVE PRINT NAME INCLUDING POSITION HELD Serina Earle, Commercial Service Representative FAX NUMBER EMAIL ADDRESS COMPANY DATE 709-576-1238 searle@callegrow.com Cal LeGrow Insurance Ltd. 23/02/24 CSIO CERT(6/44) DESCRIPTIONS Continued. REMARKS: Operations of the insured include Web-Based SaaS software for claims and risk management.