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FY2024 01/15/2024 Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR . . � NT S $ Q,�11 and iet CONT "" SUS F� FOR CO alfal Flerercfr#" eruiee Effectiv e Date: 1//1512024, Expiration Date Contract Purpose/Description: to.w# ;Ann of A*at'iel Re'( rt for„jih Mgnrcis,± un Fire Rese e,t eti I l c3„service Qw rd I n ficscel Y aF 2024 ]n coh dthioW nth�A�� 87/8� anslorr 1� Iarkln , o„ iri�� i� ,,,iiv ii /iii///// iiiiiiii „�i,,, ,,ioi/ii ,°/ ,. Oi,,i/iii/o�� i/, �, it i ;�°„„ it r o„ and submit a f �„ a�uetlons ar7d„d scloeure re°direr ranks for, Y 4 �40 tltie ska#e of Florida, under Chap#ear 0 4 F,Ic�ndaitatu#®s Contract is Original Agreement Contract Amendment/Extension Renewal O/ii/�g n Contract Manager. CONTRACT COSTS . ... ........... Total Dollar Value of Contract: $ Current Year Portion: $ 24,QOtl (must be$100,000,00 or less) ?4 OKO of multiyear agreement then requires BOCC approval,unless the ff+ud 'Gi)n1lai'O c rh 1Irfv AV 1 lI's �s G'00 0010 0147 Budgeted?Yes® No rl ��� $ „/, Grant: $ County Match- Fund/Cost Center/Spend Cate o : 141 /11500'1 SC =©0038`,'refessional Senrlces ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e,g. maintenance,utilities,janitorial,salaries,etc.) Insurance Re luired: YES ONO fO CONTRACT REVIEW Reviewer Date In Department Head Signature: James Callahan DXN 2 as.se ta:�eM asp County Attorney Signature: Christina Cory m:207,.0,.ag pg A705 Risk Management Signature: °° "`" Purchasing Signature: Lisa Abreu W." .03. OMB Signature: John Quinn g 0,0,3bvM-Ou� Comments: Revised OCC 4/19/2023 Page 84 of 105 PROFESSIONAL SERVICES AGREEMENT MONROE COUNTY, FLORIDA AND GALLAGHER BENEFIT SERVICES, INC. THIS AGREEMENT is made and entered into this 12 day of-January_2024(the"Agreement") by and between MONROE COUNTY("COUNTY"),a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Gallagher Benefit Services, Inc. ("CONTRACTOR"),whose address is 2255 Glades Road, Suite 240W, Boca Raton,FL 33431. Section 1. SCOPE OF SERVICES 1.1 CONTRACTOR shall perform and carry out in a professional and proper manner the professional services described in Exhibit A, which is attached hereto and made a part of this Agreement. IN THE EVENT OF A CONFLICT IN TERMS BETWEEN THIS AGREEMENT AND EXHIBIT A, THE TERMS OF THIS AGREEMENT PREVAIL. 1.2 CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in this Agreement. 1.3 CONTRACTOR shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 1.4 CONTRACTOR shall provide services using the following standards, as a minimum requirement: A. The CONTRACTOR shall maintain adequate staffing levels to provide the services required under this Agreement. B. To the extent that CONTRACTOR uses employees, subcontractors, or independent contractors,this Agreement specifically requires that the employees,subcontractors,or independent contractors shall not be an employee of, or have any contractual relationship with COUNTY. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Section 2. COUNTY'S RESPONSIBILITIES 2.1 The COUNTY will provide such equipment, resources, and data as required for services provided in Exhibit A. 2.2 The COUNTY will pay CONTRACTOR for the services provided as, outlined in Section 4 of this Agreement. Section 3. TERM OF AGREEMENT 3.1 This Agreement shall become effective upon the later of signature by CONTRACTOR and COUNTY, and thereafter shall remain in effect until December 31,2024. 3.2 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 Agreement is contingent upon an Page I annual appropriation by the Monroe County Board of County Commissioners. Section 4. PAYMENT TO CONTRACTOR 4,1 The lump sum fees that will be paid by the COUNTY are as shown on Exhibit A. The COUNTY is exempt from sales and use taxes. 4.2 The lurnp sum fees are inclusive of all actual costs incurred, including by way of example and not limited to: photocopies, long distance telephone charges, overnight delivery services, and travel expenses. 4.3 Payment of all fees will be made according to the Florida Local Government Prompt Payment Act, Sections 218.70-218.80, Florida Statutes. CONTRACTOR shall submit to the COUNTY an invoice with supporting documentation in a form acceptable to the Monroe County Clerk. Invoices will be submitted upon completion ofthe. 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 COUNTY's 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. Section 5. CONTRACT TERMINATION The COUNTY reserves the right to terminate this Agreement without cause by providing CONTRACTOR with 60 days prior written notice. In the event of such termination n2-pUment or services performed or delivered - shall be due the CONTRACTOR,except for those fees payable f prior to effective date of termination. Section 6. NOTICES Any notice required or permitted under this Agreement shall be in writing and hand delivered, or mailed postage prepaid to the other party by certified mail, returned receipt requested to the following: For the County: James K. Callahan, Fire Chief Monroe County Fire Rescue 490 63,d Street, Ocean Marathon, Florida 33050 And: Mr. Roman Gastesi, Jr. Monroe County Administrator Monroe County 1100 Simonton Street, Room 2-205 Key West, Florida 33040 Page 2 For the Contractor: Mr. Jeff Reagan Area Senior Vice President Gallagher Benefit Services, Inc. 2255 Glades Road, Suite 240W Boca Raton, Florida 33431 With a copy to: Ms. Christina Cory Monroe County Attorney's Office 1100 Simonton Street Key West, Florida 33040 Section 7, Public Records Compliance CONTRACTOR 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. The COUNTY and CONTRACTOR 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 the COUNTY and CONTRACTOR in conjunction with this contract and related to contract performance. The COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this Agreement and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall,as a prevailing party, be entitled to reimbursement of all reasonable attorney's fees and costs associated with such proceeding. This provision shall survive any termination or expiration of the Agreement. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. CONTRACTOR shall maintain all books,records,and documents directly pertinent to performance of services under this Agreement in accordance with generally accepted accounting principles consistently applied as applicable. Each party to this Agreement and their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records and auditing purposes during the term of the Agreement and for five (5)years following the termination of this Agreement. If an auditor employed by the COUNTY or its Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement,the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid to CONTRACTOR, Pursuant to F.S. 119,0701, CONTRACTOR and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: A. Keep and maintain public records required by COUNTY in order to perform the service. B. Upon request from the public agency's custodian of public records, provide the public Page 3 agency 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 Florida Statutes, Chapter 119 or as otherwise provided by law. C. Ensure that public records that are exempt or confidential from public records disclosure requirements are not disclosed, except as authorized by law for the duration of the Agreement term, and following completion of the Agreement, if the CONTRACTOR does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records required by the public agency to perform the service. If the CONTRACTOR transfers all public records to the public agency upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps, and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of COUNTY. If the CONTRACTOR does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with this Agreement notwithstanding the COUNTY's option and right to unilaterally cancel this Agreement upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. CONTRACTOR shall not transfer custody, release, after, destroy, or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, bradl'' briars qci-nonroec C/o Monroe County Attorney's Office, 111,1 1211 St., Suite 408, Key West FL 33040. Section S. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020- 1990 The CONTRACTOR warrants that it has not employed, retained, or otherwise had act on its behalf any former COUNTY officer or employee subject to the prohibition of Section 2 of Ordinance No. 0 10-1990 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 fees, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former COUNTY officer or employee. Page 4 Section 9. CONVICTED VENDOR By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the public Entities Crime Act (Sect 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from COUNTY's competitive procurement activities. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply 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 a public entity, may not be awarded or perform work as a 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, Florida Statute, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Section 10. GOVERNING LAW, VENUE,INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 11. SEVERABILITV If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions,of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 12. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs. as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Section 13. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives,successors, and assigns. Page 5 Section 14. AUTHORITY Each party represents and warrants to the other that the execution,delivery and performance of this Agreement have been duly authorized by all necessary COUNTY and corporate action, as required by law. Section 15. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session,then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law, This Agreement shall not be subject to arbitration. Section 16. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate,to the extent required by the other party, in all proceedings,hearings,processes, meetings,and other activities related to the substance of this Agreement or provision of the services under, this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement, Section 17. 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 V11 of the Civil Rights Act of 1964 (PL 88-352), 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 1685-1696), 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 1975, 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 92-255),as amended, relating to nondiscrimination on the basis of drug abuse;6),rhe Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public I-lealth Service Act of 1912, §§ 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 11, 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. Page 6 Section 18. COVENANT OF NO INTEREST COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. Section 19. 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 compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/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 contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission,percentage,gift,or consideration paid to the former County officer or,employee. Section 20. NO SOLICITATION/PAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 21. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of'Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage,or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. Section 22. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers,agents,or employees of any public agents or employees of the COUNTY,when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. Page 7 Section 23. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further,this Agreement is not intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. Section 24. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 25. ATTESTATIONS, CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, including, but not being limited to, a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement, and Non-Collusion Agreement. Section 26. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer,agent or ernployee of COUNTY in his or her individual capacity, and no member, officer, agent or employee of COUNTY shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 27. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of Counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 28. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 29. INSURANCE POLICIES 29.1 General Insurance Requirements for Other Contractors and Subcontractors. As a pre-requisite of the work governed, the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR will ensure that the insurance:obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the attached schedules; however Page 8 CONTRACTOR is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for termination of this Agrcernent. The CONTRACTOR will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the schedules herein. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced and/or termination of this Agreement and for damages to the COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: 0 Certificate of Insurance or 9 A Certified copy of the actual insurance policy. Any cancelled non-renewal policy will be replaced with no gap in coverage and a current Certificate of Insurance will be provided to the County. The acceptance and/or approval of the CONTRACTOR's insurance shall not be construed as relieving the CONTRACTOR from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on the general liability policy. 29.2 Insurance Requirements For Contract Between COUNTY And CONTRACTOR 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 CONTRACTOR is providing service to COUNTY. Page 9 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 Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Minimum acceptable limits $1,000,000 Aggregate Vehicle Liability providing coverage for all owned, non-owned and hired vehicles Minimum acceptable limits $1,000,000 CSL Professional Liability $1,000,000 per,Occurrence $2,000,000 Aggregate Cyber Liability $1,000,000 per Occurrence $1,000,000 Aggregate Section 30. INDEMNIFICATION, DEFEND, HOLD HARMLESS The CONTRACTOR does hereby consent and agree to indemnify, defend and hold harmless the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorney's fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR, or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR, and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its performance of this contract. The UMOUnt and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all reasonable legal costs of the COUNTY for claims or acts attributable to the sole negligent act of the CONTRACTOR or any of CONTRACTOR's employees or representatives. At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No,statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants or agents to be employees of the Board Of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. Page 10 TO THE EXTENT PERMITTED BY LAW, CONTRACTOR'S LIABILITY TO THE COUNTY, AND ANY OTHER PARTY FOR ANY LOSSES, INJURY, OR DAMAGES TO PERSONS OR PROPERTIES, OR WORK PERFORMED ARISING OUT OF IN CONNECTION WITH 'PHIS AGREEMENT AND FOR ANY OTHER CLAIM, WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE LIMITED TO $1,000,000 IN THE AGGRGATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS, AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT,AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. Section 31. RIGHT TO AUDIT. Availability of Records. 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 rea'dable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge 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 of Court and Comptroller (hereinafter referred to as"County Clerk")to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County 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 County Clerk. County or County 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, suppliers, and contractors representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03,F.S., running form the date the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. Section 32. FORCE MAJEURE. Due performance of any duty or obligation hereunder by either party shall be excused if prevented by acts of God, information providers or other service providers, public enemy,war,terrorism, any accident, explosion, fire, storm, earthquake, flood, strike, computer outage or virus, telecommunications failure, or any other circurnstance beyond that party's reasonable control. Page 11. Section 33. E-VERIFY. Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448,.095 THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. Page 12 IN WITNESS WHEREOF,the parties hereto have caused these presents to be executed on the,25th day of March , 2024. ON BEHALF OF MONROE COUNTY Ke 'in ilson,County Administrator Approved as to form and le 41 sufficiency Monroe County Attorney's Office Christina Cory, Assistant County Attorney Date: 1/8/2024 Colin Henty,National Practice Leader, Actuarial and Retirement Services STATE OF: ,I COUNTY OF: Subscribed and sworn to (or affir ed)Abj�64rrme, by means of ph sical presence or � online notarization, on (date) by ( (name of affiant). tie/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC �aaanmaa®maa��� PUBLIC SEC#7952844 my COMMISSION EXPIRES � 9130025 « � �maaaa Page 13 SCHEDULE A SCOPE OF SERVICES 1. CONTRACTOR agrees to provide annual actuarial valuation services (details below) for the Monroe County Fire Rescue Length of Service Award Plan (LOSAP)fiscal year 2024, providing benefits to eligible volunteer firefighters and emergency medical services volunteers on the County's behalf. 2. The work includes reviewing data for each LOSAP participant. Data includes the annual eligibility spreadsheet and the vested member's roster. 3. CONTRACTOR will provide a statement of changes in market value of net assets for the LOSAP for Monroe County Fire Rescue. Annual Actuarial Valuation Services 1. Annual data reconciliation, including the annual eligibility spreadsheet and vested member's roster. 2. Annual GASB 73 pension reporting for fiscal year,2024(December 31, 2023 valuation date). 3. Annual funding report for fiscal year 2024 (January 1,2024 valuation date) 4. Engaging with auditor and completing auditor requests for both the plan and the financial statements, 5. Attendance to at least one client meeting to present results. 6. Complete State of Florida disclosure requirements under Chapter 112.664, Florida Statutes and upload the actuarial valuation results for 2024. Lump Sum Fee: $24,000 Page 14 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." I have read the above and state that neither (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. Signature of Corporate Officer Date State of. County of: Subscribed and sworn to (or affirmed before me, by means of Physical presence r-1 C" or (date) Online notarization, on w. "' / 12-0-4 By (name of affiant). He/She is -personally known to me or has produced N (type of identification) as identification. ; OTAR l UBLIC ........ VA� My Commission Expires: Po PM VVq 00", N TARY% PUBLIC REG#7952844 MY COMMISSION EXPIRES 9/30,12025 ..... . RZ 0,t0t, 000010000 DRUG FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) L 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 th wi be taken or violations of such prohibition. against employees f nat 11 2.Inforni 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). 4.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, 5.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. P 11, �A_Vl b Signature of Corporate-Officer Date State of. County of- Subscribed and sworn to (or affirmed before me, by means of Physical presence d or Online notarization, on B (date) (name of affiant). He/She is personally known to me or has produced 11 �J.Lt�2 I (type of identification) as identification, OTA Y PUBLIC My Commission Expires: TARY F BU # 844 7952 ®' fYCll ti ,Sl' N !< EyORES 913012025 .2 .0 .......... A I TkA Oh% 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. O 10-1990. 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," —Ala Signature jo' Corporate Officer 2,(s').L Date State of. County of Subscribed and sworn to (or affirmed before me, by means of Physical presence or Online notarization, on (date) (name of affiant). s personally known o me or has produced (type of identification) as identification. ��,, 1dJTARY PUBLIC MY Commission Expires: % N FAR Y PUBUC REG#7e 2 11A 844 P11 Y C PA �SWN EXPIRES 9/30/2025Po 17 710/5/2023 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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: Direct All Inquiries to Email Arthur J. Gallagher Risk Management Services, LLC PHONE FAX 300 S Riverside Plaza, Suite 1500 A/c No Ext: A/C,No): E-MChicago IL 60606 ADDRESS: Chi_Certificates@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# wsURERA:Arch Insurance Company 11150 INSURED INSURER B: Gallagher Benefit Services, Inc. 2255 Glades Rd. Suite 240W INSURERC: Boca Raton, FL 33431 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:223833049 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 41GPP4938416 10/1/2023 10/1/2024 EACH OCCURRENCE $2,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: DATE 3111"R A2& GENERAL AGGREGATE $4,000,000 POLICY❑ PRO WAIVER N/A YES JECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED 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 $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) General Liability: General Aggregate Per Location Subject to$10 Mil Policy aggregate. 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 Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Natalie Maddox 1100 Simonton St. AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 2 ARTHUR J. GALLAGHER & CO. MEMORANDUM OF INSURANCE This Memorandum of Insurance(`Memorandum")is produced as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of the Memorandum. This Memorandum does not amend,extend or alter the coverage described below.Copyright 2005,Arthur J.Gallagher Risk Management Services,Inc.(`Gallagher").Gallagher grants permission to you to view,copy,print and distribute the information found on the Memorandum website (`Site")provided that the above copyright notice appears on all copies,that use is internal to you or for personal noncommercial informational purposes only,and that no modification is made to any materials. Any modification,use,reproduction or distribution of this Memorandum,the Site or its contents roust be first approved by Gallagher in writing. You will not suffer or permit any unauthorized use of any Gallagher trademark,service mark or logo.This Memorandum,the Site and its contents, including but not limited to text,graphics,images,software,copyrights,trademarks,service marks,logos,and brand names(`Content'),are protected under both United States and foreign laws,and Gallagher or its affiliated entities retain all right,title and interest in and to the Content,all copies thereof,and all copyrights and other proprietary rights therein.The information contained herein is as the date referred to above. Gallagher shall be under no obligation to update such information. DATE: 9/29/2023 INSURED: Insurance Companies Arthur J. Gallagher&Co.and its subsidiaries A:ARCH INSURANCE COMPANY 2850 West Golf Road B:THE CONTINENTAL INSURANCE COMPANY Rolling Meadows, IL 60008 APPROVED BY RISK MANAGEMENT C:XL INSURANCE AMERICA, INC Bye ' D: FEDERAL INSURANCE COMPANY DATE 3/18/2024 E: LEXINGTON INSURANCE COMPANY WAIVER N/A YES F:XL SPECIALTY INS.COMPANY G. UNDERWRITERS AT LLOYD'S LONDON H. INDIAN HARBOR INSURANCE COMPANY 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 Memorandum 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. CO. TYPE OF POLICY POLICY POLICY LIMITS LTR. INSURANCE NUMBER EFFECTIVE EXPIRATION (In USD unless otherwise indicated) A Commercial General 41GPP4938416 10/01/23 10/01/24 General Aggregate 4,000,000 Liability Products-Comp/Op Agg 4,000,000 Occurrence Per location Personal and ADV Injury 2,000,000 Aggregate Each Occurrence 2,000,000 Damage to Rented Premises 1,000,000 (Each occurrence) A Automobile Liability 41CAB4939016-MA 10/01/23 10/01/24 Combined Single Limit 5,000,000 Any Auto 41 CAB4938316-A/O Bodily Injury(per person) Bodily Injury(per accident) B Excess/Umbrella Liability 7034611269 10/01/23 10/01/24 Each Occurrence 25,000,000 Retention: $10,000 Aggregate 25,000,000 A Workers Compensation 41 WCI4938116-A/O 10/01/23 10/01/24 Workers Comp Limits Statutory and Employers Liability 44WCI0501916-FL EL Each Accident 1,000,000 EL Disease-Each Employee 1,000,000 EL Disease—Policy Limit 1,000,000 C Property US00112916PR22A 10/01/23 10/01/24 Blanket Bldg. &PP 10,000,000 D Crime/Fidelity Bond J06039418 09/01/23 09/29/24 Single Loss Limit 15,000,000 (Employee Dishonesty) E Errors&Omissions 014629885 10/01/23 10/01/24 Per Claim and Aggregate 12,000,000 (Primary Policy) F Errors&Omissions ELU192671-23 10/01/23 10/01/24 Per Claim and Aggregate 10,000,000 (Excess Policy) G Errors&Omissions FI0121923 10/01/23 10/01/24 Per Claim and Aggregate 15,000,000 (Excess Policy) H Cyber Liability MTP903416504 05/01/23 05/01/24 Limit of Liability 10,000,000 Description of Operations/Other Information: See ADDITIONAL INFORMATION on the following page. This Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage.Any modifications hereto are not authorized by Gallagher or the Insurance Companies. Page 2 of 2 ARTHUR J. GALLAGHER & CO. MEMORANDUM OF INSURANCE ADDITIONAL INFORMATION GENERAL LIABILITY POLICY ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES ' Endorsement Form 4 CG 20 11 04 13 modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1.Designation of Premises(Part Leased to You):ANY PREMISES OR PART THEREOF LEASED TO YOU. 2.Name of Person or Organization(Additional Insured):ANY AND ALL PERSONS OR ORGANIZATIONS CONTRACTUALLY REQUIRING ADDITIONAL INSURED STATUS AS THE MANAGER OR LESSOR OF PREMISES TO YOU. 3.Additional Premium:INCLUDED (If no entry appears above,the information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section 11)is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence"which takes place after you cease to be a tenant in that premises. 2. Structural alterations,new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WORKERS COMENPENSATION, GENERAL LIABILITY AND AUTOMOBILE LIABILITY We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included in the "products-completed operations hazard".This waiver applies only where required by written contract as specified and approved per contract. PROPERTY This policy insures against"All Risks"of physical loss or damage,except as excluded,to covered property while on Described Premises,provided such physical loss or damage occurs during the term of this policy. Coverage is subject to policy deductibles, terms,conditions and exclusions. Loss Payable clause included for whom Insured has agreed to per written contract. IMPORILIN1,11", N101111C)IJ? *AH otlwr Add'ffionA Illnsu cols requests rvqu'res III cgA appoovA and �ssvancv of a Rcrdficaty of Illnsurancv, *IV"or spedA requests, such as a 1AIFTSIGNA FARE, lAeasv contact d'ie approl)0atc tear m III' R. Illtoreen IIIAords or +Ivn ata rzeshowia iµ ireo'iericli�AirliJis or !AwI IAace µ Ryso�m Jeremy R essie or Ame Illttagmmhs�, This Memorandum of Insurance serves solely to list insurance policies, limits and dates of coverage.Any modifications hereto are not authorized by Gallagher or the Insurance Companies.