Item Q04 Q4
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
July 17, 2024
Agenda Item Number: Q4
2023-2550
BULK ITEM: No DEPARTMENT: Risk Management
TIME APPROXIMATE: STAFF CONTACT: Brian Bradley
N/A
AGENDA ITEM WORDING: Renewal of Contract with ClearRisk for COI and Claims
Management Software.
ITEM BACKGROUND:
ClearRisk provides software solutions for Claims, Incidents and Risk Management organizations with
varying risk environments, complexities and volume. ClearRisk software provides a centralized hub for
all risk and insurance data, which enables its customers to implement a streamlined approach to data
collection, analysis and reporting.
The County entered into its first Agreement with ClearRisk on 7/20/2022 with a term of one year which
was renewed on July 19, 2023. The current agreement is set to expire July 19, 2024. This renewal
agreement will extend the contract term for a period of three years from BOCC approval. This is the
second renewal of contract with ClearRisk.
PREVIOUS RELEVANT BOCC ACTION:
7/19/2023: Approval of renewal contract with ClearRisk.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Renewal to extend agreement by three (3)years. Cost will increase by 15% in Year 1 of the renewal,
from $36,750 to $42,262.50. In Years 2 and 3, costs will increase by 5% each year, to $44,375.63 and
$46,594.41.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
4686
R9—C1earRisk US[13].pdf
ClearRisk and Monroe County Renewal Addendum(May 17 2024)CR signed.pdf
Certificate (5) (1).pdf
FINANCIAL IMPACT:
Total Dollar Value of Contract: $42,262.50 (Year 1)
503-08501-530-310
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GV�S COURTq c
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: August 2, 2022
TO: Brian Bradley,
Risk Management
FROM: Liz Yongue, Deputy Clerk
SUBJECT: July 20th BOCC Meeting
Attached is an electronic copy of the following item for your handling:
R9 Contract with C1earRisk U.S. Corporation to provide software solutions for Claims,
Incident and Risk Management for the Countds Risk Management Progrann.
Should you have any questions,please feel free to contact me at (305) 292-3550.
cc: Cotulty Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
4688
CLEARRISK
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is made and entered into this 20th day of July, 2022 (the
"Effective Date") by and between CLEAR RISK US Corp., a corporation organized and existing under the laws
of the State of Delaware ("ClearRisk") and Monroe County Board of County Commissioners ("County"or"BOCC'),
a corporation organized and existing under the laws of the State of Florida. ("Client").
IN CONSIDERATION of the mutual covenants contained herein, ClearRisk and the Client agree as follows:
1. INTERPRETATION
1.1 Definitions.
(a) "Business Day" means any day other than Saturday, Sunday or a day that is a statutory holiday
as observed by the City of St. John's, in the Province of Newfoundland and Labrador.
(b) "ClearRisk" means Clear Risk Inc. including Clear Risk US Corp.
(c) "ClearRisk Service" means ClearRisk's proprietary online, Web-based risk management
solutions, for which Client is granted rights of access and use in accordance with this Agreement,
including offline or mobile components or applications as described in the Documentation and any
other ancillary services available in connection therewith, as the ClearRisk Service may be updated
from time to time by ClearRisk in its sole discretion. The term"ClearRisk Service"includes services
as outlined in the ClearRisk Statement of Work dated April 21, 2022.
(d) "Client" means the entity described above and defined as the Client.
(e) "Client Data" means electronic data and information submitted by or for Client to the ClearRisk
Service.
(f) "Data Protection Laws" means all laws and regulations, including laws and regulations of Canada
and the United States(including the Personal Information Protection and Electronic Documents Act
(Canada), the Canadian Anti-Spam Legislation and the California Consumer Privacy Act),
applicable to the Processing of Personal Information under the Agreement.
(g) "Documentation" means the user documentation for the ClearRisk Service found within Client's
ClearRisk Service instance and its usage guides and policies, as updated from time to time,
accessible via the ClearRisk Service.
(h) "Fees" mean Subscription Fees, and Professional Services Fees, as applicable.
(i) "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including,
for example, viruses, worms, time bombs and Trojan horses.
(j) "Party" means ClearRisk or Client and "Parties" means ClearRisk and Client.
(k) "Personal Information" means any information relating to an identified or identifiable natural
person as defined under applicable Data Protection Laws.
(1) "Processing" means any operation or set of operations which is performed upon Personal
Information, whether or not by automatic means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by
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transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.
(m) "Professional Services" means the implementation, training and other services provided by
ClearRisk pursuant to a Statement of Work.
(n) "Professional Services Fees" means the fees for Professional Services set forth in Schedule A or
in the applicable Statement of Work.
(o) "Salesforce Platform" means the SFDC proprietary online, web-based platform service
described in the SFDC Service Agreement.
(p) "SFDC" means Salesforce.com, Inc.
(q) "SFDC Service Agreement" means the Salesforce.com, Inc. service agreement located at
kt ,//�nr�nw,,,c;learrri sIk..;. oiry)/ l,!:.C,:�Cp and which governs Client's use of the ClearRisk Service on
the Salesforce Platform.
(r) "Statement of Work" means a statement of work for Professional Services entered into by Clear
Risk and Client which refers to this Agreement.
(s) "Subscription Fee" means the fee payable by Client as set out in Schedule A.
(t) "Support Services" means the technical support services for the ClearRisk Service provided by
ClearRisk in accordance with Section 3.4 hereof.
(u) "Term" means the Initial Term and any Renewal Terms (each as defined in Section 2 hereof).
(v) "User" means an individual who is authorized by Client to use the ClearRisk Service or for whom
the ClearRisk Service has been provisioned, and to whom Client has supplied a user identification
and password. Users may include, for example, employees, consultants, contractors and agents
of Client.
1.2 Rules of Interpretation. Words importing the singular number shall include the plural and vice versa and
words importing the use of any gender shall include all genders. Headings used in this Agreement are for
convenience of reference only and shall not constitute a part of this Agreement for any other purpose
including,without limitation, its interpretation. Expressions such as"hereof', "hereunder"and "hereby"shall
be construed as referring to the entire Agreement and not only to the particular Article, section, subsection
or clause in which they appear. In determining beneficial ownership by a person, such person shall be
considered as having a beneficial ownership interest in the assets of any company controlled, directly or
indirectly, by such person. This Agreement shall not be construed or interpreted so as to create any rights
to or be enforceable by any person who or which is not now, or does not in future become, a party to this
Agreement.
1.3 Business Days. In the event that any act is required hereunder to be done, any notice is required hereunder
to be given, or any period of time is to expire hereunder on any day that is not a Business Day, such act
shall be required to be done or notice shall be required to be given or time shall expire on the next
succeeding Business Day.
1.4 Schedules. The following Schedules are attached hereto and form part of this Agreement:
Schedule A— Fee Schedule
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2. TERM
2.1 Term of Agreement. This Agreement comes into force as of the Effective Date hereof and has an initial
term of one (1) year from the Effective Date (the "Initial Term"), unless terminated earlier in accordance
with the provisions of this Agreement or applicable law or it is renewed in accordance with Section 2.2
hereof.
2.2 Auto-Renewal Unless Terminated. This Agreement shall renew for one-year terms (each a "Renewal
Term") unless a Party notifies the other Party of its intention not to renew this Agreement no less than 30
days prior to the expiration of the Initial Term or any Renewal Term. This Agreement is subject to annual
appropriation by the Monroe County Board of County Commissioners.
2.3 Fee Changes. At the end of the Initial Term of this Agreement and any subsequent Renewal Terms,
ClearRisk may adjust the Subscription Fees payable under this Agreement by providing Client written notice
of such adjustment at least 60 days prior to the beginning of the Renewal Term.
3. THE CLEARRISK SERVICE
3.1 Grant of Right to Use the ClearRisk Service. Subject to the terms and conditions of this Agreement and
payment of the applicable Fees, ClearRisk hereby grants to Client a non-exclusive, worldwide, non-
transferable, non-sublicensable right to (a) access and use (and to permit Users to access and use) the
ClearRisk Service, solely during the Term; and (b)access and use, and to permit Users to access and use,
the Documentation as reasonably necessary to support the Client's permitted use of the ClearRisk Service
during the Term.
3.2 SFDC Service Agreement. Client acknowledges that the ClearRisk Service is provided on the Salesforce
Platform and hereby agrees that the terms and conditions set forth in the SFDC Service Agreement are
hereby incorporated by reference and form part of this Agreement and Client hereby agrees to be bound
by the SFDC Service Agreement. Client acknowledges and agrees that the terms set out in the SFDC
Service Agreement are imposed upon ClearRisk by SFDC and a breach by Client of the terms and
conditions set forth therein constitutes a material breach of this Agreement and could impact and/or prevent
Client from being able to access and use the ClearRisk Service.
3.3 Restrictions. Client shall not (and shall not allow Users or any third party to): (a)possess, download or copy
the ClearRisk Service or any part of the ClearRisk Service, including but not limited any component which
comprises the ClearRisk Service, but not including any output from the ClearRisk Service; (b) knowingly
interfere with service to any of ClearRisk's customers, users, host or network, including by means of
intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing; (c) modify,
translate, reverse engineer, decompile, disassemble, or create derivative works based on the ClearRisk
Service and/or Documentation, except to the extent that enforcement is prohibited by applicable law; (d)
circumvent any timing restrictions that are built into the ClearRisk Service; (e) sell, rent, lend, transfer,
distribute, license, or grant any rights in the ClearRisk Service or Documentation in any form to any person
without the written consent of ClearRisk; (f) remove any proprietary notices, labels, or marks from the
ClearRisk Service or Documentation; (g) create any"links"to or"frame" or"mirror"of the ClearRisk Service
or any portion thereof; or (h) use the ClearRisk Service in violation of applicable laws.
3.4 Support. During the Term, ClearRisk, or its authorized support partner, will provide Support Services at no
additional charge unless otherwise stated. Support Services are processed through ClearRisk's online
ticketing support system and are monitored and provided from 8:00 AM to 5:00 PM (ET)ON BUSINESS DAYS.
Emails outside of these hours will be responded to on a reasonable efforts basis. ClearRisk will use
commercially reasonable efforts to respond to support enquiries within one (1) Business Day. Customer
will have access to ClearRisk's technical support web site and may use the web site to submit service
requests. ClearRisk shall not be required to provide Support Services if Client is in default of any of its
material obligations under this Agreement
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3.5 Professional Services. If agreed to in a Statement of Work, ClearRisk, or its authorized services partner,
will provide Professional Services on a time and materials basis for the Professional Services Fees set forth
in Schedule A and in accordance with the terms and conditions in the applicable Statement of Work.
4. CLIENT DATA AND PERSONAL INFORMATION
4.1 Ownership. As between ClearRisk and Client, Client exclusively owns all rights, title and interest in and to
all Client Data. ClearRisk does not acquire any rights, title or ownership interest of any kind whatsoever,
express or implied, in any of the Client Data.
4.2 Technical and Organizational Safeguards. In connection with the provision of the ClearRisk Service,
ClearRisk will maintain commercially reasonable administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will
not be limited to, measures for preventing access, use, modification or disclosure of Client Data by
ClearRisk personnel except(a)to provide the ClearRisk Service and prevent or address service or technical
problems, (b) as compelled by law in accordance with Section 9.4 below and upon identification of lawful
authority, or (c) as expressly permitted in writing by Client. ClearRisk shall not access Client Data except
to provide the ClearRisk Service and prevent or address service ortechnical problems, or at Client's request
in connection with customer support matters.
4.3 Client Data and Portability. Upon request by Client made during the Term or within thirty (30)days after the
effective date of termination of this Agreement, Clear Risk will make the Client Data available to Client for
export or download as provided in the Documentation. After such 30-day period, Clear Risk will have no
obligation to maintain or provide any Client Data, and will thereafter delete or destroy all copies of Client
Data in its systems or otherwise in its possession or control as provided in the Documentation, unless
legally prohibited.
4.4 Personal Information. To the extent that Client Data includes Personal Information:
(a) ClearRisk's Processing of Personal Information. ClearRisk shall secure Personal Information with
all necessary safeguards appropriate to the level of sensitivity of the Personal Information.
ClearRisk shall only Process Personal Information in accordance Data Protection Laws and only
for the following purposes: (i)Processing in accordance with the Agreement; (ii)Processing initiated
by Client's Users or customers in their use of the ClearRisk Service; and (iii) Processing to comply
with other documented reasonable instructions provided by Client where such instructions are
consistent with the terms of the Agreement.
(b) California Consumer Privacy Act ("CCPA'). ClearRisk is a "Service Provider" as such term is
defined under§1798.140(v)of the CCPA. As such ClearRisk shall not retain, use or disclose any
Personal Information received from the Client during the Term for any purpose other than the
specific purpose of providing the ClearRisk Service and other related services specified in this
Agreement or for such other business purpose as is specified in this Agreement.
(c) ClearRisk Personnel. ClearRisk shall ensure that its personnel engaged in the Processing of
Personal Information are informed of the confidential nature of the Personal Information and have
received appropriate training on their responsibilities and ClearRisk shall take commercially
reasonable steps to ensure the reliability of any ClearRisk personnel engaged in the Processing of
Personal Information.
(d) Client's Obligations. Client's instructions to ClearRisk for the Processing of Personal Information
shall comply with Data Protection Laws. Client shall have sole responsibility for the accuracy,
quality, and legality of Personal Information and the means by which Client acquired Personal
Information. Client hereby represents and warrants to, and covenants with ClearRisk that Client
Data will only contain Personal Information in respect of which Client has provided all notices and
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disclosures, obtained all applicable third party consents and permissions and otherwise has all
authority, in each case as required by applicable Data Protection Laws, to enable ClearRisk to
provide the ClearRisk Service, including with respect to the Processing of Personal Information,
including by or to ClearRisk and to or from all applicable third parties.
(e) Security Incident. Upon becoming aware of any unlawful access to any Personal Information, any
unauthorized access to such facilities or equipment resulting in loss, disclosure or alteration of any
Personal Information, or any actual loss of or suspected threats to the security of Personal
Information (including any physical trespass on a secure facility, computing systems
intrusion/hacking, loss/theft of a computing device, storage media or printed materials, or other
unauthorized access) (each a "Security Incident"), ClearRisk will promptly notify Client of the
Security Incident (and in all circumstances at least as soon as it reports to similarly situated
customers of Client, but in any event as soon as reasonably possible in the circumstances), and
will investigate or perform required assistance in the investigation of the Security Incident and
provide Client with detailed information about the Security Incident. ClearRisk will take all
commercially reasonable steps to mitigate the effects of the Security Incident, or assist Client in
doing so; and will provide prior notice to Client of, and will not undertake any, proposed
communications to third parties related to a Security Incident involving Personal Information without
Client's prior written approval, not to be unreasonably withheld, conditioned or delayed. ClearRisk
will work with and coordinate with Client on any such notices in any event. Subject to Section 13,
ClearRisk will comply with this Section 4.4(e)at ClearRisk's cost, unless the Security Incident arose
from Client's negligent or willful acts or ClearRisk's compliance with Client's express written
instructions.
(f) Request for Personal Information. ClearRisk shall (at Client's expense) taking into account the
nature of the processing, provide all reasonable cooperation to assist Client by appropriate
technical and organisational measures, in so far as is possible, to respond to any requests from
individuals or applicable data protection authorities relating to the Processing of Client Personal
Information under this Agreement. In the event that any such request is made to ClearRisk directly,
ClearRisk shall not respond to such communication directly without Client's prior authorization,
unless legally compelled to do so. If ClearRisk is required to respond to such a request, ClearRisk
shall promptly notify Client and provide it with a copy of the request unless legally prohibited from
doing so.
5. CLIENT RESPONSIBILITIES
5.1 Users.Client is responsible for all activities that occur in User accounts and for its and its Users' compliance
with this Agreement. Client shall: (a) have sole responsibility for the accuracy, quality, integrity, legality,
reliability, and appropriateness of all Client Data and the means by which Client acquired Client Data; (b)
use commercially reasonable efforts to prevent unauthorized access to, or use of, the ClearRisk Service,
and notify ClearRisk promptly of any such unauthorized access or use; and (c) use the ClearRisk Service
only in accordance with the Documentation and applicable laws and government regulations.
5.2 Eauioment. Client is solely responsible for acquiring, servicing, maintaining and updating all equipment,
computers, software and communications services (such as Internet access) that are required to allow
Client to access and use the ClearRisk Service and for all expenses relating thereto.Client agrees to access
and use, and shall ensure that all Users access and use, the ClearRisk Service in accordance with any and
all operating instructions or procedures that may be issued by ClearRisk from time to time.
6. FEES AND PAYMENT TERMS
6.1 Fees. Client agrees to pay the Fees and other charges for the ClearRisk Service and Professional Services
provided under this Agreement as specified in Schedule A. Except as otherwise specified herein, payment
obligations are non-cancellable, Fees paid are non-refundable,
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6.2 Annual Cost Escalation. Client agrees that all Subscription Fees will increase by 5% each and every year
at the anniversary date.
6.3 Taxes. Client is exempt from all sales and use taxes.
6.4 Invoicing and Payment. Fees will be invoiced monthly in advance. All invoices are payable in accordance
with the Florida Local Government Prompt Payment Act, F.S. 218.70 — 218.80. All fees are due annually.
As stated in schedule A, all year-1 fees Subscription and implementation)are due upon contract execution.
6.5 Interest on Overdue Amounts. Payment received by ClearRisk after the due date shall be subject to a late
fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by
applicable law.
6.6 Suspension for Non-Payment. ClearRisk may immediately suspend Client's access to and use of the
ClearRisk Service if Client fails to make any payment due in respect of the ClearRisk Service and does not
cure such non-payment within ten (10)Business Days after receiving notice of such failure.Any suspension
of the rights hereunder by ClearRisk under the preceding sentence shall not excuse Client from its
obligation to make all payment(s) under the Agreement.
6.7 Payment Disputes. ClearRisk will not exercise its rights under Section 6.5 (Interest on Overdue Amounts)
or 6.6 (Suspension for Non-Payment) above if Client is disputing the applicable charges reasonably and
in good faith and are cooperating diligently to resolve the dispute.
7. AUDITS
ClearRisk shall have the right, with reasonable notice and during normal business hours, at ClearRisk's
sole expense and in as non-disrupting a manner as reasonably possible, to verify Client's compliance with
Client's obligations hereunder through a remote or an on-site audit of Client's records, facilities and
licensing processes by ClearRisk or a third party representative of ClearRisk. Client shall permit up to one
such audit per year, including once during the 12 month period following the termination of this Agreement
for any reason. ClearRisk may use such audit reports solely to enforce its rights hereunder and shall
otherwise treat audit reports and any information received in connection with such audits as Confidential
Information. In the event that an audit establishes that Client is in material breach of its obligations
hereunder, Client shall reimburse ClearRisk for the cost of the audit and shall promptly pay to ClearRisk all
outstanding Fees.
8. INTELLECTUAL PROPERTY
8.1 The ClearRisk Service. Subject to the limited rights expressly granted hereunder, ClearRisk reserves all
rights, title and interest in and to the ClearRisk Service, including all related intellectual property rights. No
rights are granted to Client hereunder other than as expressly set forth in this Agreement. ClearRisk retains
all right, title and interest in and to the ClearRisk Service 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 Client, its employees or agents, voluntarily and optionally disclose to ClearRisk through any
means will be used, or not used, by us at ClearRisk's sole discretion; and, ClearRisk will have no obligation
to Client, its employees and/or agents regarding any ideas or inventions that Client, its employees and/or
agent disclose through such means.
8.2 Usage Data. Notwithstanding anything to the contrary in this Agreement, Client acknowledges that the
ClearRisk Service may provide Usage Data (as hereinafter defined) to ClearRisk and ClearRisk may
monitor Client's use of the ClearRisk Service and collect and compile aggregated and anonymized data,
information, analytics and diagnostic statistics relating to the provision and operation, and Client's use, of
the ClearRisk Service("Usage Data").As between ClearRisk and Client, all right,title, and interest in Usage
Data, including all intellectual property rights therein, are owned solely by ClearRisk. ClearRisk may use
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Usage Data to support (including to improve) the ClearRisk Service, develop new products and services,
and for any other business purpose, provided that the Usage Data does not contain any Personal
Information or other user identifier and is not associated with Client or any User.
8.3 Feedback. Client may provide reasonable feedback to ClearRisk including, but not limited to, suitability,
problem reports, suggestions, enhancement request, recommendation, correction, and other information
with respect to the operation of the ClearRisk Service ("Feedback"). Client hereby grants to ClearRisk a
fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual
license to use or incorporate into the ClearRisk Service, the Documentation and any other ClearRisk
products or services, or for any other purposes, any Feedback provided by Client or its Users.
9. CONFIDENTIALITY
9.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential
and proprietary information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving
Party"), whether orally or in writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the circumstances of disclosure,
including the terms and conditions of this Agreement (including pricing), the Service and Documentation,
Client Data (which is the Confidential Information of the Client), business and marketing plans, technology
and technical information, product designs, and business processes. Confidential Information shall not
include any information that: (i)is or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party; (ii)was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party; (iii)was independently developed by
the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from
a third party without breach of any obligation owed to the Disclosing Party.
9.2 Confidentiality. Subject to Section 9.4 below, and unless the Disclosing Party expressly agrees in writing
otherwise, the Receiving Party will: (a) use the Disclosing Party's Confidential Information only during the
Term and only as necessary to perform the Receiving Party's obligations underthis Agreement; (b)disclose
the Disclosing Party's Confidential Information only to the Receiving Party's directors, officers, agents,
employees and authorized subcontractors and their employees and only to the extent that such disclosure
is necessary to perform the Receiving Party's obligations or exercise the Receiving Party's rights under this
Agreement, or (c)only as required by law, including in response to a validly issued subpoena. Client shall
not disclose any performance, benchmarking, or feature-related information about the ClearRisk Service.
9.3 Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party
in the same manner that it protects the confidentiality of its own proprietary and confidential information of
like kind (but in no event using less than reasonable care).
9.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the
Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the
extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party
wishes to contest the disclosure.
9.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party
shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such
acts, it being specifically acknowledged by the Parties that any other available remedies may be
inadequate.
9.6 Return of Confidential Information. Upon Disclosing Party's written request upon expiration or termination
of this Agreement (or at any earlier time upon written request by the Disclosing Party), the Receiving Party
will: (a) promptly deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all
the Disclosing Party's Confidential Information and all documents, records, data and materials, in whatever
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form or medium, containing such Confidential Information in the Receiving Party's possession, power or
control and the Receiving Party will delete all of the Disclosing Party's Confidential Information from any
and all of the Receiving Party's computer systems, retrieval systems and databases; and (b) request that
all persons to whom it has provided any of the Disclosing Party's Confidential Information comply with this
Section 9.6.
10. WARRANTIES AND DISCLAIMERS
10.1 Limited Warranties. ClearRisk hereby represents and warrants to Client that:
(a) During the Term the ClearRisk Service will perform materially in accordance with the
Documentation therefor; and
(b) the ClearRisk Service will not contain any Malicious Code.
10.2 Warranty Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, CLEARRISK
PROVIDES CLEARRISK CLAIMS ON AN "AS IS" AND "AS AVAILABLE" BASIS. CLEARRISK MAKES
NO OTHER REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS,
GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING OR USAGE OF THE TRADE)AS TO,ARISING OUT OF OR RELATED TO THE FOLLOWING:
(1) THIS AGREEMENT; (11) CLEARRISK CLAIMS; OR (III) SECURITY ASSOCIATED WITH THE
TRANSMISSION OF INFORMATION OR CLIENT DATA TRANSMITTED TO OR FROM CLEARRISK
CLAIMS. CLEARRISK ALSO DISCLAIMS ALL LIABILITY WITH REGARD TO CLIENT'S VIEWING OF
ANY WEB SITES THAT MAY BE LINKED FROM CLEARRISK CLAIMS. CLEARRISK DOES NOT
REPRESENT OR WARRANT THAT CLEARRISK CLAIMS WILL MEET ANY OR ALL OF CLIENT'S
PARTICULAR REQUIREMENTS, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
CLEARRISK CLAIMS WILL BE RELIABLE, THE QUALITY OF ANY PRODUCTS OBTAINED OR
PURCHASED THROUGH THE USE OF CLEARRISK CLAIMS WILL MEET CLIENT'S EXPECTATIONS
OR THAT CLEARRISK CLAIMS WILL OPERATE ERROR-FREE OR UNINTERRUPTED. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
11. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION
11.1 Indemnification by ClearRisk. Subject to this Agreement, ClearRisk shall defend, indemnify and hold Client
harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with
claims, demands, suits,or proceedings made or brought against Client by a third party alleging that the use
of the Service and Documentation as contemplated hereunder infringes the intellectual property rights of a
third party (each an "Infringement Claim"); provided, that Client (a) promptly gives written notice of the
Infringement Claim to ClearRisk; (b) gives ClearRisk sole control of the defense and settlement of the
Infringement Claim (provided that ClearRisk may not settle or defend any Infringement Claim unless it
unconditionally releases Client of all liability); and (c) provides to ClearRisk, at ClearRisk's cost, all
reasonable assistance and information.
11.2 Other Remedies. In addition to the indemnity contained in Section 11.1, if(a)ClearRisk becomes aware of
an actual or potential Infringement Claim, or (b) Client provides ClearRisk with notice of an actual or
potential Infringement Claim, ClearRisk may (or in the case of an injunction against Client, shall), at
ClearRisk's sole option and determination: (i) procure for Client the right to continue to use the ClearRisk
Service; or(ii) replace or modify the ClearRisk Service with an equivalent or better service so that Client's
use is no longer infringing;or(iii)if(i)and (ii)are not commercially reasonable, as determined by ClearRisk
in its sole discretion, terminate the rights granted hereunder to the Client to access and use the ClearRisk
Service and refund to Client that portion of any prepaid Subscription Fees that is applicable to the period
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following the termination of the Agreement pursuant to this Section 11.2, less any outstanding Subscription
Fees owed on such affected portion of the ClearRisk Service.
11.3 Exclusions. The indemnity in Section 11.1 does not extend to (a) any Infringement Claim based upon
infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right
by the combination of the ClearRisk Service with other products, software or services not provided or
approved by ClearRisk, if such infringement would have been avoided but for such combination; or(b)any
use, distribution or sublicensing in breach of or outside the scope of this Agreement.
11.4 Sole Remedies. THIS SECTION 11 CONTAINS COMPANY'S ENTIRE LIABILITY, AND CLIENT'S SOLE
AND EXCLUSIVE REMEDIES, FOR INFRINGEMENT CLAIMS.
12. INDEMNIFICATION BY CLIENT
Client will defend ClearRisk against any claim, demand, suit or proceeding made or brought against
ClearRisk by a third party alleging that Client Data, or Client's use of the ClearRisk Service in breach of this
Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable
law (a "Claim"), and will indemnify ClearRisk from any damages, legal fees and costs finally awarded
against ClearRisk as a result of, or for any amounts paid by ClearRisk under a court-approved settlement
of, a Claim, provided that ClearRisk (a) promptly gives Client written notice of the Claim, (b) gives Client
sole control of the defense and settlement of the Claim (except that Client may not settle any Claim unless
it unconditionally releases ClearRisk of all liability), and (c)gives Client all reasonable assistance, at Client's
expense.
13. LIMITATION OF LIABILITY.
13.1 Exclusion of Indirect and Consequential Damages. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT
SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS).
13.2 Limitation of Liability for Direct Damages. SUBJECT TO SECTION 13.3 HEREOF, IN NO EVENT WILL
EITHER PARTY'S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR RELATING TO THE SUBJECT MATTER HEREOF FOR ALL
CLAIMS, COSTS, LOSSES AND DAMAGES EXCEED THE LESSER OF (A) $7,500.00, OR (B) THE
AMOUNTS ACTUALLY PAID BY AND DUE FROM CLIENT HEREUNDER IN THE 12 MONTHS
PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM OR LIABILITY. THE EXISTENCE OF MORE
THAN ONE CLAIM SHALL NOT ENLARGE THIS CUMULATIVE LIMIT.
13.3 Certain Damages Not Excluded or Limited. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF
EITHER PARTY'S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (1) DAMAGES
ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (11)
INDEMNIFICATION CLAIMS, (111) DAMAGES ARISING FROM INFRINGEMENT OF A PARTY'S
INTELLECTUAL PROPERTY RIGHTS; (IV) ANY CLAIMS FOR NON-PAYMENT, (V) FRAUD OR
WILLFUL MISCONDUCT, OR (VI) BODILY INJURY OR DEATH.
13.4 Application of Exclusions and Limitations. The foregoing limitations and exclusions of liability shall apply
even if a Party had been advised of the possibility of any such costs, losses or damages or knew or ought
to have known of such costs, losses or damages and shall apply regardless of whether the action arose in
contract, including, without limitation, from a fundamental breach, or breach of a condition, fundamental
term or warranty, or in tort (including, without limitation negligence)or otherwise. The foregoing provisions
limiting the liability of ClearRisk shall also apply to its officers, directors, employees, and agents as trust
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provisions for the benefit of such officers, directors, employees, and agents and shall be enforceable by
such persons as trust beneficiaries.
14. INSURANCE.
14.1 Coverage. At all times during the Term and for so long as any Statement of Work has not yet expired or
been terminated, ClearRisk shall maintain, at its sole cost and expense, all insurance coverage required by
applicable law, and in any event insurance coverage in the following types and amounts:
(a) Commercial General Liability with limits no less than One Million Dollars ($1,000,000) per
occurrence, and Two Million Dollars ($2,000,000) in the aggregate for claims each policy year,
including bodily injury and property damage and products and completed operations and
advertising liability, which policy will include contractual liability coverage insuring the activities of
ClearRisk under this Agreement and have a deductible of not more than ten thousand dollars
($10,000.00);
(b) Umbrella Liability that provides additional coverage over primary comprehensive general liability
coverage, automobile liability, and employers' liability limits, in an amount not less than Five Million
Dollars ($5,000,000) per occurrence;
(c) Worker's Compensation and employer's liability insurance with statutory limits of the minimum
amount required by applicable law of the jurisdiction in which the work is performed;
(d) Cyber Liability Insurance, with limits of no less than One Million Dollars ($1,000,000) per
occurrence and Five Million Dollars ($5,000,000) in the aggregate for claims each policy year;
(e) Professional Liability or Technology Errors and Omissions with no less than One Million Dollars
($1,000,000) per occurrence for coverage for loss or disclosure of electronic data, media and
content rights infringement and liability, network security failure and software copyright
infringement.
14.2 Policy Terms. ClearRisk will keep all insurance coverage current and in force during the Term of this
Agreement, and such insurance coverage must be (i) written through an insurance carrier with an overall
A.M. Best Rating of A or better, and (ii) name Client as an additional insured under the general liability
insurance provisions of the policy with respect to liability arising from or out of the ClearRisk Service by
Client.
14.3 Cancellation. The insurance policy shall apply as primary insurance and contain an undertaking by the
insurers to notify Client in writing not less than 30 days' prior to any material change, cancellation or
termination and that ClearRisk itself will notify Client within 48 hours of receipt of notification by insurers of
any cancellation or termination of the insurance policy.
14.4 Certificates of Insurance. Upon the written request of Client, ClearRisk will provide Client with copies of the
certificates of insurance and policy endorsements for all insurance coverage required by this Section, and
shall not do anything to invalidate such insurance coverage. ClearRisk shall give 30 days' prior written
notice to Client of any cancellation, non-renewal, or material change in coverage, scope, or amount of any
insurance policy required by or affecting the Client's rights or remedies under this Agreement.
15. TERMINATION
15.1 Termination. A Party may terminate this Agreement for cause (a) upon 30 days'written notice to the other
Party of a material breach if such breach remains uncured at the expiration of such period, or(b)if the other
Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.
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15.2 Effect of Termination. Upon the termination of this Agreement:
(a) by ClearRisk pursuant to Section 15.1(a), such termination shall not prevent ClearRisk from
collecting from Client any amounts or payments owing that accrued prior to termination and Client
will also be obligated to pay to ClearRisk unpaid Fees covering the remainder of the then-current
Term;
(b) by Client pursuant to Section 15.1(a), such termination shall not relieve Client of any obligations
that have accrued as of the date of such termination, including, without limitation, any sums or
payments then due;
(c) for any reason, each Party shall return to the other Party all copies of the other Party's Confidential
Information in its possession or control.
15.3 Data Provided Upon Termination. Upon the termination of this Agreement for any reason, ClearRisk shall,
if requested by Client within 30 days of the effective termination date, backup Client's Client Data and
provide electronic copies of such Client Data through a ClearRisk provided FTP folder to Client. All data
will be uniquely identified for efficient processing. Client Data will be provided as follows:
• Text data in CSV format with appropriate titles and column headers;
• Notes and file attachments in their native format provided in .zip folder; and
• Once data is accepted by Client, ClearRisk will delete all data from existing servers and
provide confirmation to Client.
After such 30-day period, ClearRisk will have no obligation to maintain or provide any Client Data, and will
thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control,
unless legally prohibited. Once Client Data has been provided to Client as described above, ClearRisk will
have no further responsibility to Client.
15.4 Suspension of Access to the ClearRisk Service. In addition to any termination rights of ClearRisk pursuant
to this Agreement, extraordinary circumstances may require ClearRisk to suspend or terminate (where
appropriate), as determined in ClearRisk's reasonable discretion, Client's access to and/or use of, or
otherwise modify, the ClearRisk Service in order to: (a) prevent material damages to, or material
degradation of the integrity of, ClearRisk's or its provider's Internet network; or (b) comply with any law,
regulation, court order, or other governmental order. ClearRisk will notify Client of such suspension or
termination action as far in advance of such suspension or termination as reasonably possible, and if such
advance notice is not possible, then as soon as possible after such suspension or termination. In the event
of a suspension, ClearRisk will limit such suspension to that which is minimally required and will promptly
restore Client's access to the ClearRisk Service as soon as the event giving rise to the suspension has
been addressed (including by Client agreeing to accept the risks associated with such suspension) or
resolved. Unless caused by a breach of this Agreement by Client: (i) all Subscription Fees related to the
use of the ClearRisk Service or other suspended services shall be waived for the duration of the suspension
and any such waived Subscription Fees which have been pre-paid shall be refunded to Client; and (ii) in
the event of a termination in connection with this Section 15.4, Client shall receive a refund of any and all
prepaid Subscription Fees applicable to the remainder of the then-current Term.
16. MISCELLANEOUS
16.1 Force Maieure. In the event that either Party is prevented from performing, or is unable to perform, any of
its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking
this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots,
acts of God, telecommunications outage not caused by the obligated Party, epidemics, pandemics or other
similar causes) ("Force Majeure Event"), the affected Party's performance will be excused and the time
for performance will be extended for the period of delay or inability to perform due to such occurrence;
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provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected
duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the
cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and
(d) provides prompt notice of the end of such Force Majeure Event. Obligations to pay are excused only to
the extent that payments are entirely prevented by the Force Majeure Event.
16.2 Further Assurances. The Parties and each of them shall at any time and from time to time do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts,
deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably
required so as to accomplish and carry into effect the intentions of this Agreement.
16.3 Waiver of Breach. No delay or omission of either of the Parties to exercise any right or power accruing upon
any default or breach under this Agreement shall impair any such right or power or shall be construed to
be an acquiescence therein or waiver of any such default or breach or of any right or power accruing upon
any such default or breach or any subsequent default or breach under this Agreement.
16.4 Waiver of Term. None of the conditions, covenants or agreements contained in this Agreement may be
waived in whole or in part unless such waiver is in writing and signed by the Party in whose favor the
representations, warranties, conditions, covenants or agreements so waived operate.
16.5 Assignment and Sublicenses. Client shall not be permitted to assign this Agreement or any of its obligations
hereunder without the prior written consent of ClearRisk, which consent may be withheld by ClearRisk in
its sole discretion. Client also agrees that it shall not have the right to grant sublicenses under this
Agreement without the prior written agreement of ClearRisk. If the Client is acquired by, sells substantially
all of its assets to, or undergoes a change of control in favor of, a direct competitor of ClearRisk, then
ClearRisk may terminate this Agreement upon written notice.
16.6 Notice. Any notice or other document required or permitted to be given to any Party hereunder shall be
validly given if delivered personally (including by courier service) or sent by email addressed to the
addressee thereof at the following respective addresses:
(a) if to ClearRisk at:
251 Little Falls Drive
Wilmington, Delaware
19808
Attention: Craig Rowe
Email: craig@clearrisk.com
Phone: 1 (877)734-7475
(b) if to Client at:
Monroe County Risk Administrator
1111 121h. Street, Suite 408
Key West, FL
Zip Code: 33040
Attention: Brian Bradley
Email: Bradley-briars@monroecounty-fl.gov
Phone: (305)292-3470
With a copy to:
Monroe County Attorney
1111 121h St., Suite 408
Key West, FL 33040
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- 13-
Email: iH .c c �r-hch
...............................
Phone: ( 05) ..
292-3470
Any notice or other document if delivered shall be deemed to have been received by and given to the
addressee on the date of delivery, and if given by email shall be deemed to have been received by and
given to the addressee on the next Business Day following the day of sending. Any Party may at any time
give notice in writing to the others of any change of address for these purposes. In the event of actual or
threatened postal interruption in Canada or the United States, no such notice shall be deemed to have been
received until it has in fact been received by the Party for whom it is intended.
16.7 Governing Law. This Agreement and all matters arising out of or relating to this Agreement, whether
sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the
State of Florida and the federal laws of the United States applicable therein, without giving effect to the
conflict of laws provisions thereof to the extent such principles or rules would require or permit the laws of
any jurisdiction other than the State of Florida to apply and each of the Parties hereby irrevocably attorns
to the exclusive jurisdiction of the courts of such State. The application of the United Nations Convention
on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not
apply to this Agreement.
16.8 Severability. The invalidity or unenforceability of any provision or part of any provision of this Agreement
shall not affect the validity or enforceability of any other provision or part thereof, and any such invalid or
unenforceable provision or part thereof shall be deemed to be separate, severable and distinct, and no
provision or part thereof shall be deemed dependent upon any other provision or part thereof unless
expressly provided for herein.
16.9 Currency. All dollar amounts referred to herein refer to lawful money of the United States of America.
16.10 Enurement. This Agreement and everything contained herein shall enure to the benefit of and are binding
upon each of the Parties hereto and their respective successors and permitted assigns.
16.11 Entire Agreement. This Agreement, including the schedules and addendum attached hereto, is the entire
agreement between the Parties made to date regarding the subject matter and supersedes any prior
agreements or understandings between the Parties relating to its subject matter. No modification or
variation of this Agreement shall be effective unless in writing signed by the Parties.
16.12 Signature, Counterparts, and Delivery. This Agreement may be signed electronically, including through
DocuSign and similar applications. This Agreement may be signed in any number of counterparts(including
counterparts by scanned or electronic signature) and each counterpart will be deemed an original; taken
together, all counterparts will be deemed to constitute one and the same instrument. Delivery of a printed
counterpart (whether or not the counterpart was signed electronically) or electronic delivery (including by
email transmission or transmission over an electronic signature platform)of an executed counterpart of this
Agreement are each as valid, enforceable and binding as if the signatures were upon the same instrument
and delivered in person.
16.13 Addendum. The addendum attached hereto is incorporated within and made a part of this Agreement as
if fully set forth herein.
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IN WITNESS WHEREOF the signature of a duly authorized director of each of ClearRisk and Client were hereunto
affixed in accordance with their rules and regulations in that behalf contained,the day and year first before written.
CLEAR RISK US CORP. Board of County Commissioners of
Monroe County Florida
Name: Craig Rowe Name: David Rice
Title: CEO Title: Mayor
Date:July 21st,2022 Date:
-7 12 01 z a-zZ.
I have authority to bind the corporation. I have authority to bind the entity.
$ 23 ATTEST: Kevin Madok, Clerk
By: r'JIJ
ti E; use, fi� As De uty Jerk
_ Q9447Y ,M
7
Approved as to form and legal sufficiency:
Monroe County Attorney's Office
Dlgitally signed by Cynthla L.Hall
I n DN:cn=Cynthla L Hall,o=Momoe
County BOCC,ou,email=hall-
ff Cynthla@monroecounty-B.gov,
c=us-
r, Date:2022.07.22 15M:16-04'00'
4702
SCHEDULE "A"
FEE SCHEDULE
Annual Subscrip *on Packag
ClearRisk Base Package: $35,000*
Includes:
* 3 Power Users
* Online Claim/incident Submission Web Portal (2 form)
* 2 System/Service Provider Integrations
* Ongoing Maintenance and User Support
* 50 GB Data Storage
Implementation
$10,000**
Includes:
• Project Management Services
• Data Migration
• User Training
*All pricing in USD
*Annual subscription increases 5%lyear over original contract term
*Annual Pricing reduced from standard$45,0001year
*Reduction includes customer involvement in case study and testimonial
exercise to be discussed
'Implementation fees reduced from standard range of
$30,000-$40,000
"Pricing valid until May 1, 2022**
Notes:
1. Professional Services will not commence until year-1 invoice is paid in full.
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ADDENDUM
(State and Local Clauses Only)
The following clauses are incorporated into the attached Agreement:
1. Florida Public Records law (F.S. 119.0701).
RECORDS-ACCESS AND AUDITS: 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 Monroe County in order to perform the service.
b. Upon request from the public agency's custodian of public records, provide the public 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 and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term
and following completion of the contract if the contractor does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe 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 Monroe County, upon request from the public
agency's custodian of records, in a format that is compatible with the information technology systems of
Monroe County.
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,j ir��..........III,a� ,;;II iI i ;ur;w� w�ourwiroecouurwty,,; lll;...2 ,c/o Monroe County Attorney's Office, 1111 12tn
St., Suite 408, Key West FL 33040.
2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy: Monroe County's performance and
obligation to pay under this contract is contingent upon an annual appropriation by the BOCC.
3. Public Entity Crime Statement (required by F.S. 287.133 and Monroe County Purchasing
Policy): 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
4704
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. As used herein,the term "convicted vendor list"
means a list maintained by the Florida Department of Management Services, as defined in F.S.
287.133.
By entering in this Agreement, the vendor acknowledges that it has read the above and states that
neither the vendor nor any Affiliate has been placed on the convicted vendor list within the last 36
months.
4. Ethics Clause (required by Monroe County Ordinance No. 10-1990): By entering in this
Agreement, the vendor warrants that he/it has not employed, retained or otherwise had act on his/her
behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or
any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without liability
and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover,
the full amount of any fee, commission, percentage, gift, or consideration paid to the former County
officer or employee.
5. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021, every public
employer, contractor, and subcontractor shall register with and use the E-Verify system to verify the
work authorization status of all newly hired employees. By entering into this Agreement, the vendor
certifies that it registers with and uses the E-Verify system. If the contractor enters into a contract with
a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The
contractor shall maintain a copy of such affidavit for the duration of the contract.
6. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts >$1 million): This contract is terminable at the option of the awarding body
if the vendor is found to have submitted a false certification as defined below, has been placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List as those terms are defined in F.S. 287.135, or been
engaged in business operations in Cuba or Syria.
i. False certification: At the time a company submits a bid or proposal for a contract or before
the company enters into or renews a contract with an agency or local governmental entity
for goods or services of$1 million or more, the company must certify that the company is
not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List and that it does not
have business operations in Cuba or Syria. At the time a company submits a bid or
proposal for a contract or before the company enters into or renews a contract with an
agency or local governmental entity for goods or services of any amount, the company
must certify that the company is not participating in a boycott of Israel. By entering into
this agreement, the vendor certifies that the company complies with these requirements.
b. (Applies to all contracts): This contract is terminable at the option of the awarding body if the
company is found to have been placed on the Scrutinized Companies that Boycott Israel List as
that term is defined in F.S. 287.135 or is engaged in a boycott of Israel.
4705
TM
ClearRisk/Monroe County
STATEMENT OF WORK
APRIL 21, 2022
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1
Table of Contents
Introduction.............................................................................................................. 2
Objective.................................................................................................................... 2
Product Development............................................................................................. 3
Scopeof Work.......................................................................................................... 7
AccountOverview.................................................................................................... 11
Ongoing Support, & Maintenance....................................................................... 15
Releases and Upgrades........................................................................................... 16
Periodof Performance............................................................................................ 16
Location of Performance........................................................................................ 16
Stakeholders.............................................................................................................. 17
Acceptance................................................................................................................ 18
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2
Introduction
ClearRisk provides software solutions for Claims, Incident and Risk Management
to organizations with varying risk environments, complexities and volume.
ClearRisk software provides a centralized hub for all risk and insurance data,
which enables our customers to implement a streamlined approach to data
collection, analysis and reporting.
The overall goal of any risk and insurance program is to reduce costs, automate
processes, assess and minimize the frequency and severity of occurrences.
ClearRisk allows organizations to identify trends, pinpoint high-risk areas,
implement corrective actions and track progress of their program effectiveness
while streamlining internal and external workflows.
Risk and claims departments often have many deadlines imposed for
documentation with team members typically spending their time filing
paperwork, producing claims documents and updating internal and external
stakeholders. ClearRisk's cloud-based application eliminates these tedious,
administrative tasks by integrating with external platforms and enabling access
to multiple users in various locations for effortless data collection and
communication.
ClearRisk's application is built on Salesforce.com, the global leader in cloud-
computing. Leveraging SFDC's technology allows ClearRisk's customers to
benefit in world-class security, uptime and performance.
Objective
MONROE COUNTY has identified the need to implement a cloud-based, Claims,
Incident and Risk Management System SaaS solution to reduce dependency on
in-house services and hardware and include future system upgrades. MONROE
COUNTY has defined the following objectives, as a first step in defining its
specific practice management system needs:
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3
• Reduce the total cost of risk by:
• reducing the frequency and severity of incidents
• automating processes required to manage data
• increasing effectiveness in trend reporting
• enhancing communication of risk trends
• other insurance and risk management related information
• The ability to capture coordinates of claims or groups of claims, for
analysis using a Geographical Information System (GIS)
• Implement a centralized system that improves data integrity, eliminates
duplication, develops analytics and automates reporting
• The main function of the RMIS is to optimize risk through quick analysis of
incident, claims and exposure information
• Minimize the number of automated and manual tasks and processes
currently in place in order to streamline processing, reduce redundant
data entry, and maintain data integrity for MONROE COUNTY
• Configurable and stable system with 99% uptime during regular business
hours that can accommodate future growth and changes with MONROE
COUNTY
• Comprehensive and user-friendly for running queries, reporting and
outcome analysis capabilities that can be individually tailored
• Provide information in real time, minimize steps involved in processing,
increase efficiency, reduce repetition, automate processes, integrate
systems for data flow, and provide information and status reports to
MONROE COUNTY
• During the implementation or after completion of the RMIS implementation
project, if the ability to integrate with other systems or additional users
are required, these items can be scoped with ClearRisk for an additional
cost
ClearRisk envisions a completely streamlined environment for MONROE
COUNTY. held within one centralized, fully integrated cloud-based platform that
eliminates manual, tedious process and workflow and enhances collaboration
and cohesiveness for MONROE COUNTY.
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4
Product Development
Field Mapping during Migration
ClearRisk has a standardized field set across all modules that may be subject to
re-labeling and option changes (pick-list values) as the product grows. A part of
the data migration process is data mapping, where data labels (whether they
are excel column headers, database table names, etc) are matched from their
previous housing to the ClearRisk database. The result of this means some data
will take on new names as it is labeled differently in ClearRisk.
When mapping is finalized, a document will be provided highlighting the
translation from the previous data framework to ClearRisk.
Feature Requests
The ClearRisk product team continuously reviews the product, feedback given,
and trends in the Risk & Insurance industry to improve the way our customers
use the product. A channel our customers can use to communicate these
suggestions and current challenges are feature requests. The ClearRisk product
team will intake these requests and evaluate them periodically. While the result
of the request may not be immediate implementation of the item(s) in question,
the product team will always log these items for future considerations.
The result of these requests may also be the explanation of solutions that
already exist in the system. In that case explanations can be given with training
or through ClearRisk's support system.
During implementation, items outside of the SOW can be proposed as feature
requests, where amendments to the SOW or separate SOWs may be created
depending on requirements and feasibility.
Improvements to Current Functionality
The ClearRisk platform may undergo changes to current functionality as part of
the product roadmap, or feature requests submitted to the product team.
These changes will ultimately result in cosmetic improvements, streamlining of
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5
functionality, and expanding of functionality offered. Examples of possible
improvements are below:
• Changing of field names
• Addition of help text to fields
• Remodeling page layouts to better display record information
• Remodeling related list views to better display information related to a
record
• Changing order of fields on record pages
These changes will be communicated to ClearRisk customers via release notes.
Additional Functionality
As ClearRisk is a continuously improving product, new features and functionality
may become available to customers. In the event customers do not want these
additions to be accessible, they may be hidden at the request of the customer
(if deemed possible by ClearRisk). Examples of possible additions are below:
• New fields appearing on record pages for existing modules (formulaic,
read-only, free text, pick-list, lookups, etc)
• New options appearing on existing pick-list fields
• New modules
• New related list options on existing record pages
• Reporting options and new canned reports appearing on the ClearRisk
base package
• New workflows, buttons, & processes
These changes will be communicated to ClearRisk customers via release notes.
Project Controls
Weekly Meeting Agendas
Weekly meetings will occur for the duration of the project, running thirty (30)
minutes each. An agenda will be used for each meeting to provide project
updates and display the discussion points for the week. The result of the
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6
meeting may be takeaways for both the customer and ClearRisk. The final
document will be saved as a PDF and sent to the customer project team.
Outstanding Items Log
If required, throughout the project a working document will be kept outlining
questions, concerns, or requests pertaining to data, workflows, and the
ClearRisk platform. This will come in the form of an Excel spreadsheet
containing two sheets:
1. List of ongoing/pending items
2. List of completed/answered items
This document will flow back and forth between both project teams, but
ultimately would be maintained by ClearRisk.
Data Validation
During data migration, records relating to each module will be selected to
validate information that has successfully transitioned to the ClearRisk instance
as per the agreed upon mapping spreadsheet. ClearRisk & MONROE
COUNTYwill individually validate the selected records. Any discrepancies will be
included in the outstanding items log and their status will be discussed during
weekly meetings.
User Acceptance Testing (UAT)
Before the data migration (which completion of would signify Go-Live milestone
has been reached) MONROE COUNTYuser(s) (can be a single user or many) will
be required to carry out user acceptance testing (UAT) on their ClearRisk
instance. UAT is comprised of multiple lists of tasks related to the following
sections:
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• Module Checklist (Mandatory)
• Functionality Checklist (Mandatory)
• Webform Checklist (Only applicable if webform implementation is a part
of the project)
• Data Migration (Not to be completed until after Go-Live Milestone is
reached, see below)
This will be a list of tasks to verify and sign off on the various objectives of the
data migration to ClearRisk. The user(s) will be required to sign off and date
items that they deem complete, as well as note items that have not been
completed, items that need fixing/reupload, and other items which would
prevent the completion of the migration.
Once completed (including items deemed not completed) MONROE COUNTY
users will send the document back to the ClearRisk project team for review.
ClearRisk will speak to each item and either rectify the issue, or give
explanation as to why the item is complete vs. not complete.
ClearRisk highly encourages MONROE COUNTY users to be detailed with their
analysis, responses, and explanations during this process as it directly impacts
the project schedule, and the users ability to get the most value out of
ClearRisk.
User acceptance testing (UAT) will not cover items outside of project scope, or
items being further scoped during/post project.
Go-Live Milestone
ClearRisk and the customer will agree upon a "Go-Live Date", which is defined
as the date the customer will be fully using ClearRisk for their intended
workflow. This may include a period of downtime for the customer if final data
migration is required. If there are outstanding development or implementation
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items, ClearRisk and the customer will agree upon a revised date if deemed
necessary (Le these items do not impede the customers ability to use ClearRisk).
User Acceptance Testing (Data Migration)
Once final data migration has been completed, MONROE COUNTY ClearRisk
user(s) (can be a single user or many) will complete the "Data Migration" section
of the user acceptance testing document. This will be a list of tasks to verify
and sign off on the various objectives of the data migration to ClearRisk. The
user(s) will be required to sign off and date items that they deem complete, as
well as note items that have not been completed, items that need
fixing/reupload, and other items which would prevent the completion of the
migration.
Once completed (including items deemed not completed) MONROE COUNTY
users will send the document back to the ClearRisk project team for review.
ClearRisk will speak to each item and either rectify the issue, or give
explanation as to why the item is complete vs. not complete.
ClearRisk highly encourages MONROE COUNTY users to be detailed with their
analysis, responses, and explanations during this process as it directly impacts
the project schedule, and the users ability to get the most value out of
ClearRisk.
User acceptance testing (UAT) will not cover items outside of project scope, or
items being further scoped during/post project.
Scope of Work
ClearRisk is providing MONROE COUNTY with access to the ClearRisk Claims,
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Incident and Risk Management system built on the Salesforce platform. This
cloud-based application provides MONROE COUNTY the ability to manage and
track data related to its risk and insurance program. Below are the modules
provided and the scope of work:
Phase 1:
• Data Migration (To be scoped)
• Occurrence/Event Management
• Insurance Claims/Incidents
• Crisis Management
• Webform Implementation
• Contacts/Employees
• Departments (Organizational Hierarchies)
• Organizations
• Assets
• Policies & Insurance Programs
• Certificate of Insurance/Contracts
• Reports/Dashboards
• Claims/Heat Map
• Time Collection (Adjuster & Billable Hours)
Data Migration
MONROE COUNTY data can be scoped for migration to ClearRisk. Data relating
to the following modules can be migrated:
• Occurrence/Event Management
• Insurance Claims/Incidents
• Departments
• Assets
• Policies & Insurance Programs
• Certificates of Insurance
ClearRisk provides data templates for customers during the scoping process.
These templates are the method for ClearRisk to migrate customer data.
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Occurrence/Event Management
The standard ClearRisk Events module will be implemented, which includes the
following functionality:
Relate multiple Claims/Incidents to event
Insurance Claims/Incidents
The standard ClearRisk Claims/Incident module will be implemented, which
includes the following functionality:
e Logging Incident/Claim information
e Logging and tracking litigation information
Root Cause Analysis (Cause/Event Type/Incident Type/Incident Sub-Type)
Follow-up and Correction actions (Incidents Only)
Add Involved Person(s) information (Information driven from Contacts
module)
e Add Involved Organization(s) information (Information driven from
Organizations module)
Add Involved Asset(s) information
View incident location via "Map" tab
Add Financials (Reserves, Payments, Recoveries) and sub categorize by
transaction owner and transaction type.
• Scheduled notifications to assigned users
Crisis Management
The standard ClearRisk Pandemic module will be implemented, which includes
the following functionality:
Track Pandemic Cases per Contact/Employee (Exposure, Testing,
Symptoms, Travel, Self-Isolation)
Vaccination Status per Contact/Employee
Webform Implementation
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ClearRisk will be offering two (2) standardized webforms as part of this
implementation, two (2) web forms will be provided as follows:
• Claims/Incidents Intake Form
0 1 public facing
0 1 internal facing (employee submissions)
ClearRisk offers configurable web forms that can be altered to fit customers'
marketing & accessibility requirements. These configurations can be proposed
during the implementation. The items defined as configurable (can be changed,
deleted, added) are as follows:
• Form branding (color scheme and logo)
• Help Text (supplemental text that describes a field or section's purpose
or intended input format)
• Conditional logic (used to condense & dictate the field options available
on a form)
• Font size, type, and color
• Field addition & deletion (note fields available for addition will be solely
based on the standard ClearRisk module for which the form will be
populating submissions in).
• Notifications - HTML formatted notifications per submission can be sent to
static email addresses, the form submitter, and other emails to be input
by the submitter.
Contacts & Employees
The standard ClearRisk Contacts module will be implemented. Both Employees
and "Standard" contacts (Adjusters, Lawyers, Claimants, Witnesses, and any
other third parties or required individuals) will be housed within this module.
If it can be provided in an acceptable format (Excel or CSV), ClearRisk can
scope the migration of employees (staff/principals/directors) and all required
contact information into ClearRisk.
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Departments (Organizational Hierarchy)
The standard ClearRisk Departments module will be implemented. Multi-tiered
and branching organizational charts can be mapped within this module.
If it can be provided in an acceptable format, ClearRisk can scope the migration
of all required department/hierarchy information to ClearRisk.
Organizations
The standard ClearRisk Organizations module will be implemented. Which can
house companies, members, groups, and other forms of organizations.
If it can be provided in an acceptable format, ClearRisk can scope the migration
of all required organizations information to ClearRisk.
Assets/COPE
The standard ClearRisk Assets module will be implemented. This module is
divided into five subsections:
• Properties
• Buildings
• Vehicles
• Equipment
• Mobile Equipment
On a per building basis, ClearRisk users can log Construction, Occupancy,
Protection and Exposure (COPE) information.
Policies
The standard ClearRisk Policies module will be implemented. Functionality will
include the following:
• Create individual Policy Sections within Policy records
• Log policy subscriber (including share and commission percent)
information
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• Claims analysis per policy (Total Incurred, Reserved, Paid, Recovered, and
Aggregate Remaining)
• Link individual policies to insurance programs
• View policy erosion in real time.
Insurance Programs
The standard Insurance Programs module will be implemented, which includes
the following functionality:
• Aggregating of deductibles, premiums and limits from all attached
policies
• Claim analysis per program (Total Incurred, Reserved, Paid, Recovered,
and Aggregate Remaining)
Certificates of Insurance
The standard ClearRisk Certificate of Insurance (called "Certificates") module will
be implemented, which includes the following functionality:
• Ability to create individual coverages per certificate
• Standard notifications for 60/30/0 days to expiration
• Linkage to Contracts
If it can be provided in an acceptable format (Excel or CSV), ClearRisk can
migrate all required Certificates of Insurance information to ClearRisk.
Contracts
The standard ClearRisk Contracts module will be implemented, which contains
the following functionality:
• Contract owner expiration notice (toggle)
Reports & Dashboards
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ClearRisk's standard suite of reports will be available to all users, with admin
users having the ability to create their own reports & dashboards.
Claims/Heat Map
ClearRisk's standard Claims/Heat Map module will be implemented, which will be
configurable by admin users to view claims & incidents based on location and
further divisible by categories such as type of incident, net paid, incident date,
etc.
Time Collection (Adjuster & Billable Hours)
ClearRisk's standard "Billable Hours" functionality will be implemented in the
Claims/Incidents module. This allows the following functionality
• Time tracking for individual's tasks when working a claim (Le outreach to
customer, collecting/providing documentation, travel)
• Reporting on time/personal used per claim (ClearRisk
Reporting/Dashboards)
• Setting org-wide default per km/hour.
Misc. Features
• Ability to add Tasks, Notes, Files to Records
Data Migration
Migration Field Map
As naming convention, format, and location of data may change when migrating
data to ClearRisk, a mapping sheet (excel file) will be provided to MONROE
COUNTY project team outlining how their previous data format now aligns to
ClearRisk's data format. This will be arranged on a per-module basis (where
each module will have it's own sheet within the excel file). The following are
changes that should be expected:
• Picklist field options (naming convention, translation to "other")
• Field Names
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Data location (For example, claimant information in a previous data sheet
would be translated to "Involved Person" in ClearRisk)
Data not translated to ClearRisk will also be noted in this mapping file. These
are fields that do not have a home in ClearRisk (Le fields that existed in
previous data iterations that do not have a place in the ClearRisk product). As
part of our feature request process, these fields will be analyzed by the
product team. As ClearRisk is a continuously evolving product, these fields may
eventually appear as options in the system (but would not constitute a data
update by ClearRisk if the field does not exist during the go-live period).
Files and Attachments
Files relating to claims captured in your previous system can be scoped for
migration to ClearRisk. To do so, files/attachments provided by MONROE
COUNTY must meet the following criteria:
Files must be stored in an electronic format (e.g. pdf, jpeg, docx, etc.)
File names must contain corresponding claim number in a consistent
manner
Files must be transferred to ClearRisk through a secure transfer method,
such as SFTP
Record Count Reports
As part of the data migration, customers will be required to confirm the amount
of data (Le amount of individual records in ClearRisk) have been properly
migrated according to the mapping document provided by the project team.
The data will be available in one of two methods:
1. A batch of "success files" (where success files are defined as a file
containing a list of records successfully uploaded to ClearRisk) will be
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supplied to the customer via SFTP.
2. A list of generic record count records will be created within the
customer's ClearRisk instance and will be made available. These reports
will contain the amount of records updated, as well as all required details
about each record. This will be created on a per module basis (Claims,
Transactions, Assets, Policies, etc)
In the event of discrepancy between data population and the mapping
information provided, both project teams will work in conjunction to correct any
issues.
Data Validation
During data migration, records relating to each module will be selected to
validate information that has successfully transitioned to the ClearRisk instance
as per the agreed upon mapping spreadsheet. ClearRisk & MONROE COUNTY
will individually validate the selected records. Any discrepancies will be included
in the outstanding items log and their status will be discussed during weekly
meetings.
Go-Live Signoff
In the weeks leading up to the milestone, MONROE COUNTY will be required to
confirm their acceptance for the project to move into the Go-Live phase. This
means the acceptance (unless other circumstances prevent acceptance and
both parties agree to move forward) of the scheduled items prior to the Go-
Live milestone. This includes the successful implementation of standard
ClearRisk packages, and the successful mapping of data.
Integrations
ClearRisk has the capability to integrate with a plethora of third-party platforms
in a push or pull capacity. Definitions/Parameters are as follows:
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Push: ClearRisk sends data to an external source such as a TPA, HR System, or
Financial System. See characteristics below:
• Data will be pushed to a site of the customers choosing (typically an SFTP
is chosen)
• Cadence (Monthly, Weekly, Daily) of data push can be configured based
on customer preferences (within reasonable bounds)
• Data will directly correlate to ClearRisk platform modules/fields structure
& formatting. The format of the data itself will be in CSV format.
• Unique Identifiers for datasets will be established between the customer
& ClearRisk (for example, for Claims data the unique identifier is typically
the Claim Number as its unique)
• ClearRisk can provide a sample data set which will be used as the basis
for third parties to map to their system. A final list of fields (columns) can
be provided to ClearRisk for data push.
• Typically, ClearRisk does not export data to another Claims/Risk
Management system.
Pull: ClearRisk receives data from an external source such as TPA, HR System,
or Financial System. See characteristics below:
• For ClearRisk to pull (intake) data, it must be in CSV UTF-8 formatting.
• ClearRisk will setup an SFTP site that will be the repository for data intake
• As data may be labeled differently in third party systems, data samples &
data dictionary must be provided to ClearRisk for analysis. Once all
clarifications are received a final integration map will be documented for
sign-off. The integration map will display how data from third party
systems will be displayed in ClearRisk's system.
• Integration map will be configured on a best-fit basis to ClearRisk's
various modules.
ClearRisk is providing 10 hours/integration for this implementation. Anything
above that would be scoped and quoted, if required.
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Account Overview
Implementation
MONROE COUNTY's account implementation commences once ClearRisk
receives the executed contract and invoice payment. A project kickoff session
is scheduled between ClearRisk and MONROE COUNTY before the
commencement of the implementation. Implementations with a similar scope
tend to run 16* weeks, but may vary based on the following criteria:
Functionality required outside of what the standard ClearRisk platform
offers
• Complexity in data that results in increased massage and upload times
• Customer responsiveness to questions on data, functionality, form edits,
and workflow requirements
User Training
During the implementation kickoff, MONROE COUNTY will be introduced to its
project team and provided all contact details. This team will be made up of
experienced ClearRisk specialists who have implemented over 100
organizations. They bring a wealth of knowledge to the implementation and will
be providing suggestions based on lessons taken from current customers.
Admin Users
• MONROE COUNTY admin users will be provided with a series of (4)
interactive, web-based training sessions throughout the implementation
phase and one Success Session to address any questions, suggestions
and assistance on the use of ClearRisk
• All these sessions are hosted online and recorded for future reference.
Each session will be scheduled for 1 hour depending on the need of the
user(s)
• The ClearRisk project team is responsible for monitoring progress and
ensuring success and is readily available for any questions or concerns
that arise
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Delegate Users
• Delegate users will be granted access to:
o Create/edit/delete all records, list views, tasks, notes, files
• Run reports and dashboards
• Additional users can be added upon request.
Project Milestones
Implementation completion is currently estimated at 16* weeks from project
kickoff. ClearRisk will schedule a weekly project update meeting (1/2
hour/week). A sample Project Schedule is shown on the next page.
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� n
Sample Implementation Schedule
Weeks Wiekl Week2 Week3 1 Week4 Weeks Week6 Week7 Week'S WiA9 Week10 Weekll Wee1,12 Week13 Week14 Week15 Weekm
Development
Piloting
Go Live
l
Com letion
Initiation
KwkotPMeeting
lastancc(nation
Development
Ogg Data Configwation
Auxiliary Data Configuration
User Coaiigumranon
Instance Piloting B gias
Primary Data Contigurxtion
Go-Live(lall System Usage)
Web Rrrtal CoaCig—lion
Phial Sy3tfnl Configurations
Project Complete-llansi4ion to /, t
Support Team
T-itting
'Raining Session ltl-Navigation
'lrainlag Session#2-Data P.tttry
Training Session W3-Rcporting
Training Session tl4-Ad,Reporting
*Timeline is subject to change based on the responsiveness of MONROE COUNTY during the
Implementation and the scope of the project.
Storage Allocation
Initial storage provided within MONROE COUNTYaccount:
Data Storage
o 50GB
• Additional storage can be added for an additional cost
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Ongoing Support, & Maintenance
After implementation, MONROE COUNTY will continue to be supported by the
ClearRisk support team in respect of any need for technical support, additional
training or maintenance reasonably forming part of the implementation.
MONROE COUNTY can contact the support team at any point in time through
our support email, support@clearrisk.com. Support tickets will be created, and
updates on the ticket will be provided through call or email.
The role of the ClearRisk Support team includes:
• Point of contact for all support related matters including:
o User issues and generic questions
• Administering all changes/updates to Admin user licenses, including:
o Adding/Editing/Deleting Admin* users
o Editing new and current Admin users: user restrictions, employee
transition/turnover, etc.
o This function is included in MONROE COUNTY's annual subscription
*editing Delegate users is performed by selected MONROE COUNTY Admin
users.
Releases & Upgrades
Releases and upgrades will come in two forms. Automated, behind the scenes
upgrades (i.e. push) where changes will be pushed to MONROE COUNTY's
account without any intervention required. This is consistent with the majority
of web applications where changes are happening behind the scenes without
the user being aware. The updates will include things like security and
performance fixes. However, release notes will be offered highlighting any
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significant or notable changes and, as much as possible, we will try to make
MONROE COUNTYaware of those well in advance.
Requested upgrades (i.e. pull) where MONROE COUNTY will request to have an
upgrade for things like a bug fix or new functionality. Depending on the
situation, there may be a fee corresponding to additional functionality or
customization, however in most cases upgrades of this type will continue to be
covered as part of the ClearRisk contract. Our objective is to continue to build
and enhance the functionality of the ClearRisk product using the feedback from
our customers and others and release it to all in a timely manner as part of our
subscription contracts.
Period of Performance
Initial contract term is 1 year. MONROE COUNTY will be billed on an annual basis
on the anniversary of the signed contract date. The implementation period of 16
weeks is included in the 1-year contract.
Location of Performance
ClearRisk performs all ongoing implementation and ongoing user support from
its headquarters in St. John's, NL. All communication is held via phone, email,
teleconference or web conference. If in-person meetings are required, ClearRisk
will prepare a fee package for client approval. MONROE COUNTY will be
responsible for any and all fees associated with providing support outside of
which has been negotiated in our mutual agreement
Acceptance
The terms and conditions of the ClearRisk/MONROE COUNTY apply in full to the
services and products provided under this statement of work. This statement of
work is valid for 30 Days from its issuance date (APRIL 19, 2022).
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This quote is based on the information provided to ClearRisk to develop the
estimate. Should there be a difference in the actual amount of work to be
performed or other factors, a change request may be required to
accommodate for the increased effort and time.
4729
CLEARRISK SERVICES AGREEMENT
Renewal Addendum
THIS CLEARRISK CLAIMS SERVICES AGREEMENT ADDENDUM No.1 (this "Addendum") is made at
St. John's, in the Province of Newfoundland and Labrador, this_day of , 2024
(the "Addendum Effective Date") by and between Clear Risk US Corp a corporation organized and
existing under the laws of the State of Delaware ("ClearRisk") and Monroe County Board of County
Commissioners ("County"or"BOCC"), a corporation organized and existing under the laws of the State of Florida
("Client"). This Addendum is subject to, and hereby incorporated into, the ClearRisk Claims Services
Agreement (the "Services Agreement") dated 20th day of July, 2022 between ClearRisk and the Client.
This Addendum sets forth amendments to the Services Agreement as well as additional terms and
conditions upon which the Parties have agreed to renew the Services Agreement.
IN CONSIDERATION of the mutual promises and covenants contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. DEFINITIONS
1.1 Defined Terms in Services Agreement. Unless otherwise expressly set forth in this
Addendum, capitalized terms not defined in this Addendum shall have the meanings set
forth in the Services Agreement.
1.2 Additional Definitions. The following new defined terms and definitions are hereby added
to the Services Agreement:
(a) "Agreement" means the Services Agreement and this Addendum.
(b) "ClearRisk Service" means ClearRisk's proprietary online, Web-based risk management
solutions, previously known as ClearRisk ClaimST"", for which Client is granted rights of
access and use in accordance with this Agreement, including offline or mobile
components or applications as described in the Documentation and any other ancillary
services available in connection therewith, as the ClearRisk Service may be updated
from time to time by ClearRisk in its sole discretion.
(c) "Client Data" means electronic data and information submitted by or for Client to the
ClearRisk Service.
(d) "Data Protection Laws" means all laws and regulations, including laws and regulations
of Canada (including the Personal Information Protection and Electronic Documents Act
(Canada) and the Canadian Anti-Spam Legislation), applicable to the Processing of
Personal Information under the Agreement.
(e) "Documentation" means the user documentation for the ClearRisk Service found within
Client's instance and its usage guides and policies, as updated from time to time,
accessible via the ClearRisk Service.
(f) "Personal Information" means any information relating to an identified or identifiable
natural person as defined under applicable Data Protection Laws.
(g) "Processing" means any operation or set of operations which is performed upon
Personal Information, whether or not by automatic means, such as collection, recording,
organization, structuring, storage, adaptation or alteration, retrieval, consultation, use,
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disclosure by transmission, dissemination or otherwise making available, alignment or
combination, restriction, erasure or destruction.
2. TERM EXTENSION
Notwithstanding Section 2.2 of the Services Agreement, the term of this Agreement is hereby
extended for a period of three (3) years from the Addendum Effective Date.
3. AMENDMENTS
3.1 Renewal Fees. Section 1 of Schedule "A" to the Services Agreement is hereby deleted
and replaced with the updated Section 1 of Schedule "A" attached hereto as Attachment
1.
3.2 Insurance Sections 14 of the Services Agreement are hereby deleted and replaced with
the following new sections 14
14. INSURANCE.
1. Coverage. At all times during the Term and for so long as any Statement of Work has not yet
expired or been terminated, ClearRisk shall maintain, at its sole cost and expense, all insurance
coverage required by applicable law, and in any event insurance coverage in the following types
and amounts:
a. Commercial General Liability with limits no less than One Million Dollars
($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate for
claims each policy year, including bodily injury and property damage and products and
completed operations and advertising liability, which policy will include contractual liability
coverage insuring the activities of ClearRisk under this Agreement and have a deductible
of not more than ten thousand dollars ($10,000.00);
a. Umbrella Liability that provides additional coverage over primary comprehensive
general liability coverage, automobile liability, and employers' liability limits, in an amount
not less than Five Million Dollars ($5,000,000) per occurrence;
a. Worker's Compensation and employer's liability insurance with statutory limits of
the minimum amount required by applicable law of the jurisdiction in which the work is
performed;
a. Cyber Liability Insurance, with limits of no less than One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for
claims each policy year;
a. Professional Liability or Technology Errors and Omissions with no less than One
Million Dollars ($1,000,000) per occurrence for coverage for loss or disclosure of
electronic data, media and content rights infringement and liability, network security
failure and software copyright infringement.
0. Policy Terms. ClearRisk will keep all insurance coverage current and in force during the Term of
this Agreement, and such insurance coverage must be (i) written through an insurance carrier with an
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overall A.M. Best Rating of A or better, and (ii) name Client as an additional insured under the general
liability insurance provisions of the policy with respect to liability arising from or out of the ClearRisk
Service by Client.
0. Cancellation. The insurance policy shall apply as primary insurance and contain an undertaking
by the insurers to notify Client in writing not less than 30 days' prior to any material change, cancellation
or termination and that ClearRisk itself will notify Client within 48 hours of receipt of notification by
insurers of any cancellation or termination of the insurance policy.
Certificates of Insurance. Upon the written request of Client, ClearRisk will provide Client with
copies of the certificates of insurance and policy endorsements for all insurance coverage
required by this Section, and shall not do anything to invalidate such insurance coverage.
ClearRisk shall give 30 days' prior written notice to Client of any cancellation, non-renewal, or
material change in coverage, scope, or amount of any insurance policy required by or affecting
the Client's rights or remedies under this Agreement.
3.3 Notice: Sections 16.6 of the Services Agreement are hereby deleted and replaced with the following
new sections 16.6
16.6 Notice
Any notice or other document required or permitted to be given to any Party hereunder shall be
validly given if delivered personally (including by courier service) or sent by email addressed to
the addressee thereof at the following respective addresses:
(a) if to ClearRisk at:
PMB#111
2801 Centerville Road
First Floor
Wilmington, Delaware
19808-1609
Attention: Craig Rowe
Email: craig@clearrisk.com
4. CLIENT DATA AND PERSONAL INFORMATION
Sections 4 of the Services Agreement are hereby deleted and replaced with the following new
sections 4
4.1 Ownership. As between ClearRisk and Client, Client exclusively owns all rights, title and
interest in and to all Client Data. ClearRisk does not acquire any rights, title or ownership
interest of any kind whatsoever, express or implied, in any of the Client Data.
4.2 Technical and Organizational Safeguards. In connection with the provision of the
ClearRisk Service, ClearRisk will maintain commercially reasonable administrative,
physical, and technical safeguards for protection of the security, confidentiality and
integrity of Client Data. Those safeguards will include, but will not be limited to, measures
for preventing access, use, modification or disclosure of Client Data by ClearRisk
personnel except (a) to provide the ClearRisk Service and prevent or address service or
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technical problems, (b) as compelled by law and upon identification of lawful authority, or
(c) as expressly permitted in writing by Client. ClearRisk shall not access Client Data
except to provide the ClearRisk Service and prevent or address service or technical
problems, or at Client's request in connection with customer support matters.
4.3 Client Data and Portability. Upon request by Client made during the term or within thirty
(30) days after the effective date of termination of this Agreement, Clear Risk will make
the Client Data available to Client for export or download as provided in the
Documentation. After such 30-day period, Clear Risk will have no obligation to maintain
or provide any Client Data, and will thereafter delete or destroy all copies of Client Data in
its systems or otherwise in its possession or control as provided in the Documentation,
unless legally prohibited.
4.4 Personal Information. To the extent that Client Data includes Personal Information:
(a) ClearRisk's Processing of Personal Information. ClearRisk shall secure Personal
Information with all necessary safeguards appropriate to the level of sensitivity of the
Personal Information. ClearRisk shall only Process Personal Information on behalf of and
in accordance with Client's documented instructions and Data Protection Laws for the
following purposes: (i) Processing in accordance with the Agreement; (ii) Processing
initiated by Client's Users or customers in their use of the ClearRisk Service; and (iii)
Processing to comply with other documented reasonable instructions provided by Client
where such instructions are consistent with the terms of the Agreement.
(b) Client's Obligations. Client's instructions to ClearRisk for the Processing of Personal
Information shall comply with Data Protection Laws. Client shall have sole responsibility
for the accuracy, quality, and legality of Personal Information and the means by which
Client acquired Personal Information. Client hereby represents and warrants to, and
covenants with ClearRisk that Client Data will only contain Personal Information in
respect of which Client has provided all notices and disclosures, obtained all applicable
third party consents and permissions and otherwise has all authority, in each case as
required by applicable Data Protection Laws, to enable ClearRisk to provide the
ClearRisk Service, including with respect to the Processing of Personal Information,
including by or to ClearRisk and to or from all applicable third parties.
(c) ClearRisk Personnel. ClearRisk shall ensure that its personnel engaged in the
Processing of Personal Information are informed of the confidential nature of the
Personal Information and have received appropriate training on their responsibilities and
ClearRisk shall take commercially reasonable steps to ensure the reliability of any
ClearRisk personnel engaged in the Processing of Personal Information.
(d) Security Incident. Upon becoming aware of any unlawful access to any Personal
Information, any unauthorized access to such facilities or equipment resulting in loss,
disclosure or alteration of any Personal Information, or any actual loss of or suspected
threats to the security of Personal Information (including any physical trespass on a
secure facility, computing systems intrusion/hacking, loss/theft of a computing device,
storage media or printed materials, or other unauthorized access) (each a "Security
Incident"), ClearRisk will promptly notify Client of the Security Incident (and in all
circumstances at least as soon as it reports to similarly situated customers of Client, but
in any event as soon as reasonably possible in the circumstances), and will investigate or
perform required assistance in the investigation of the Security Incident and provide
Client with detailed information about the Security Incident. ClearRisk will take all
commercially reasonable steps to mitigate the effects of the Security Incident, or assist
Client in doing so; and will provide prior notice to Client of, and will not undertake any,
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proposed communications to third parties related to a Security Incident involving
Personal Information without Client's prior written approval, not to be unreasonably
withheld, conditioned or delayed. ClearRisk will work with and coordinate with Client on
any such notices in any event. Subject to Section 13 of the Services Agreement,
ClearRisk will comply with this Section 4.4(d) at ClearRisk's cost unless the Security
Incident arose from Client's negligent or willful acts or ClearRisk's compliance with
Client's express written instructions.
(e) Request for Personal Information. ClearRisk shall (at Client's expense) taking into
account the nature of the Processing, provide all reasonable cooperation to assist Client
by appropriate technical and organizational measures, in so far as is possible, to respond
to any requests from individuals or applicable data protection authorities relating to the
Processing of Client Personal Information under this Agreement. In the event that any
such request is made to ClearRisk directly, ClearRisk shall not respond to such
communication directly without Client's prior authorization, unless legally compelled to do
so. If ClearRisk is required to respond to such a request, ClearRisk shall promptly notify
Client and provide it with a copy of the request unless legally prohibited from doing so.
55. EMAIL NOTIFICATIONS
From time to time, Company may use a third party application for data submission and such
application provides email notifications to Customer related to Customer's input of data into the
ClearRisk Service. Customer is responsible for ensuring that Customer's email address is
accurate and complete and that such information remains current at all times during the Term. In
order to ensure successful delivery of such email notifications, Customer may add IP address
35.169.190.25 hostname infra-mail.formassembly.com or such other domains provided by
Company to Customer's safe senders list to prevent messages from being moved to Customer's
junk or spam folder. Company is not liable for any damages whatsoever caused by or resulting
from the unsuccessful delivery of email notifications to Customer as a result of email notifications
being directed to spam or junk filters, incorrect email addresses, incorrect email addresses, or
other acts or omissions of Customer.
6. CONTINUATION OF SERVICES AGREEMENT
This Addendum is supplementary to the Services Agreement and all other provisions of the
Services Agreement shall remain in full force and effect, unless amended herein.
7. SIGNATURE, COUNTERPARTS,AND DELIVERY
This Addendum may be signed electronically, including through DocuSign and similar
applications. This Addendum may be signed in any number of counterparts (including
counterparts by scanned or electronic signature) and each counterpart will be deemed an
original; taken together, all counterparts will be deemed to constitute one and the same
instrument. Delivery of a printed counterpart (whether or not the counterpart was signed
electronically) or electronic delivery (including by email transmission or transmission over an
electronic signature platform) of an executed counterpart of this Renewal Addendum are each as
valid, enforceable and binding as if the signatures were upon the same instrument and delivered
in person.
8. CLEARRISK'S CUSTOMER REFERRAL PROGRAM
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ClearRisk's referral program provides an avenue for ClearRisk customers to avail of scholarship
funds that can be used towards any of the following:
• payment towards a ClearRisk project or invoice
• donation to a charity of choice
• professional organization or association fees
• flight, hotel and/or entrance fees to events and conferences
• other ideas as presented by Client
Participation is simple: Client would connect ClearRisk's Customer Success team with the
interested party and ClearRisk would handle everything else. If the organization adopted
ClearRisk's solutions and came onboard, Client would be provided $2,500 to be used accordingly.
More information regarding ClearRisk's Customer Referral Program can be found here:
IN WITNESS WHEREOF the parties have caused to be hereto affixed their respective corporate seals
attested by the signatures of their duly authorized signing officers as of the date indicated first herein:
CLEAR RISK US CORP. MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
f
Name: Craig Rowe Name:
Title: CEO Title:
Date: May 22, 2024 Date:
I have authority to bind the corporation. I have authority to bind the entity.
Approved as to form and legal sufficiency.
Monroe County Attorney's Office 5-18-2024
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Attachment 1
Schedule "A"
Updated Pricing Schedule for Renewal Term
Monroe County Board of County Commissioners' annual subscription will increase by 15% for
this renewal year.Annual cost escalation of 5% remains intact for future years.
Subscription Year % change in Annual Annual Subscription Total
Subscription
2024 15 $42,262.50
2025 5 $44,375.63
2026 5 $46,594.41
4736
CSIIO
CERTIFICATEOF I N U MM E,. DATE(YY/MMIDD)
24/05/30
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: CLEAINC-01 COMPANY
A Travelers Insurance Company
INSURED's FULL NAME AND MAILING ADDRESS COMPANY
ClearRisk Inc. &ClearRisk US Corp. 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 24/02/16 25/02/16 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
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
(Per Occurrence) $
(Aggregate) $
AUTOMOBILE LIABILITY BODILY INJURY
PROPERTY DAMAGE $
DESCRIBED AUTOMOBILES q W tl COMBINED
ALL OWNED AUTOS 5.31.24 BODILY INJURY $
LEASED AUTOMOBILES
I� (Per person)
WAW t "A ^• BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
"ALL AUTOIv10 EILES LEASED IN EXCESS III0 DAYS WHERE
THE INSURED IS REQUIRED TO PROVIDE INSURANCE
EXCESS LIABILITY A TRV0347036 24/02/16 25/02/16 EACH OCCURRENCE $5,000,000
X UMBRELLA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM
(Specify)
OTHER LIABILITY(SPECIFY) A TRV0347036 24/02/16 25/02/16 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 Board of County Commissioners All operations usual to the business of the Named Insured. It is hereby
1111 12th Street, Suite 408, 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 Board of County Commissioners WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE
1111 12th Street,Suite 408, 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
_rli( ),"� Olanike Odoemenah,Commercial Service Rep.
FAX NUMBER EMAIL ADDRESS COMPANY DATE
709-576-1238 oodoemenah@callegrow.com Cal LeGrow Insurance Ltd. 24/05/30
CSIO CERT(6/44)
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DESCRIPTIONS Continued.
REMARKS:
Operations of the insured include Web-Based SaaS software for claims and risk management.
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