2nd Renewal 07/17/2024 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: July 18, 2024
TO: Brian Bradley,
Risk Management
FROM: Liz Yongue, Deputy Clerk
SUBJECT: July 17, 2024 BOCC Meeting
The following item has been executed and added to the record:
Q4 Renewal of Contract with ClearRisk for COI and Claims Management Software.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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, this17thday of July , 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 ClaimsTM, 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
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funds that can be used towards any of the following:
• payment towards:a ClearRisk project or invoice
• donation to a charity of choice 3: Z .
• professional organization or association fees ,
• flight, hotel and/or entrance fees to events and conferences Y:-;4
• other ideas as presented byClient el.
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}r_:›: :.
Participation is simple: Client would connect ClearRisk's Customer Success team .t he —
interested party and ClearRisk would handle everything else. If the organization ad:• teal `:
ClearRisk's solutions and came onboard, Client would be provided $2,500 to be used accordi F,-)
ti
More information regarding ClearRisk's Customer Referral Program can be found here:
https://products.clearrisk.cam/customer-referral-landing-page/.
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
r'-; - ,,.,rr--- ,II
•r te —
Name: Craig Rowe Name: Holly Merrill Raschein
Title: CEO Title:
Mayor
,f,i ;, ,,-. 1\ ,,,,,r, ,,,,4,,,
� ; <
Date• May 22, 2024 Date: ju A f� OZ =./,, � ; �` 'tr:i-_r,r.
,jp
t -I have authority to bind the corporation. I have authority to bind the entity ``j` jc .}- '`,'"
Atte
st: Kevin Madock,.Clerk
Approved as to form and legal sufficiency:
u Attorney's Off
ice County 5-18-2024 By: MIO
CeLd s.Depu Clerk
6
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
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 AUTIMI 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)
DESCRIPTIONS Continued.
REMARKS:
Operations of the insured include Web-Based SaaS software for claims and risk management.