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HomeMy WebLinkAbout11/19/2024 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: November 26, 2024 TO: Sheryl Graham, Director Social Services ATTN: Lourdes Francis, Administrator Social Services Kim Wilkes Wean, Sr. Administrator Social Services FROM: Liz Yongue, Deputy Clerk SUBJECT: November 19, 2024 BOCC Meeting The following items have been executed and added to the record: F23 Agreement for Disposal of Remains between CMJP Operations Inc., d/b/a Dean Lopez Funeral Home, and Monroe County that provides for a term of one (1)year commencing upon execution by all parties, with the option to renew for four(4) additional one (1)-year extension terms. F24 Agreement for Disposal of Remains between CMJP Operations Inc., d/b/a Key West Mortuary, and Monroe County that provides for a term of one (1)year commencing upon execution by all parties, with the option to renew for four (4) additional one (1)-year extension terms. 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 AGREEMENT between MONROE COUNTY,FL and CMJP OPERATIONS INC. d/b/a KEY WEST MORTUARY for Disposal of Remains THIS AGREEMENT is made and entered into this 19th day of November , 202 4 , by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street,Key West,FL 33040(the "County")and Florida CMJP Operations Inc., d/b/a Key West Mortuary, a Florida corporation with principal offices located at 418 Simonton Street, Key West, FL 33040 (the "Contractor") to provide disposal of remains and associated services. WHEREAS, funeral homes throughout the County provide storage refrigerated facilities, and occasionally provide for disposal of remains at County's cost; and WHEREAS, the County and CMJP Operations Inc., d/b/a Key West Mortuary, have had an active contract for disposal of remains in effective since 2013,through a succession by merger under a different business entity name,with the operative term of services commencing on October 16, 2014 ("2014 Contract") and subsequently extended by amendments thereafter;and WHEREAS, the parties mutually agree to terminate the 2014 Contract between Monroe County and Florida Keys Funeral Services, LLC d/b/a Castillo &Thurston's Key West Mortuary, including the amendments thereto,and enter into this new Agreement in order to update terms and conditions related to the provision of Contractor's services, to wit: disposal of remains services, rendered for the benefit of the County;and WHEREAS, the parties find and determine this Agreement is in their best interests, respectively. Now therefore,in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Recitals & Termination of Prior Agreement The parties expressly incorporate the above recitals as true and accurate representations, and mutually agree to terminate the parties' 2014 Contract with neither party having any further rights or obligations thereunder. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a. Contractor shall provide at Contractor's place of business refrigerated storage of deceased individuals transferred to their possession and disposal services as described herein. b. The services shall be limited to unclaimed bodies or those for which the County has made a determination of indigency. Bodies which are claimed by no one, but for which there are assets to cover the cost of cremation or burial are not covered by this Agreement. If the County has determined that there was no indigency,but the funeral home processes through a court of competent jurisdiction a request for Page 1 of 14 disposal of assets without administration and,as a result, is paid the full amount Of known assets, which is less than $1,500.00,the County shall reirriburse the funeral home the difference between $1,500.00 and the arriount received through the relevant court proceeding. Court costs may be reimbursed at the discretion of the County Administrator, or designee. No funeral service shall be authorized by County for :my deceased individual processed under this Agreement. c. Contractor shall provide to County an original accurate Death Certificate prior to payment for services. I I)isposal may be by crernation or delivery of casket to the Key West Cemetery, or other cemetery designated by the County, for vault interment. Cremation services include: the statutorily required approval by the Monroe County Medical F xarniner for cremation, and disposal of remains, including placement in a temporary container, unless otherwise directed by the County. County shall direct Contractor as to the means of disposal, whether cremation or burial. County represents that for each body it directs Contractor to process and dispose under this Agreement,County has anatomical board authority, if applicable, under Section 406.52, F.S. to dispose. d. Contractor Must supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor Must comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. e. Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or Subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement, appropriate licenses and insurance as required for the operation of a funeral home. III addition, Contractor shall obtain burial transit permits and any other legally required permits for disposal or cremation of, or transfer of, a deceased individual. Proof of any such license(s) shall be provided to the County upon request. E Contractor agrees to complete such -forms as County deems necessary in I'Lirtherance of its ordinances and policies, and any relevant state- and/or federal- mandates. 'rhe forms may include, but are not limited to: Certification Regarding I-)ebarments, Suspension, Ineligibility and Voluntary Fxclusion-Lower Tier Federally l,unded Transactions, etc. 3) Costs ('101,111ty Shall pay Contractor for each "unclaimed" or indigent body processed either through cremation or for interment, in the arriount of$1,500.00. In the event the County has received only partial rernains or the remains of an infant(or under the age of three (3) years old), County shall pay $900.00. This cost shall encompass burials of identified bodies, and all other set-vices necessary for the disposal for remains by cremation or interment, including but not limited to removal and transfer of reniains to funeral home,to crematory,to cemetery, or to Monroe County Social Services Department. Specifically for unidentified bodies or remains,or bodies that need to be buried for medical,forensic, legal, or other reasons, additional costs of up to $800.00 may need to be added for a Ziegler casket.The County will be responsible for transfer of cremated remains to family members or others as appropriate and Shall ensure the most economical and secure delivery service possible in each set ot'cirCUrnstances. a) County is exempt from payment of Florida State Sales and Use taxes. Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations Linder this contract, not- is Contractor authorized to use the County's Tax Exemption Number in securing Page 2 of 14 such materials. Contractor shall be responsible for any and all taxes, or payments of'withholding, related to services rendered under this Agreement. b) Contractor shall Submit, in arrears, invoices to County With Supporting documentation acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws,rules and regulations as may govern the disbUrsal of funds by the County Clerk. c) The contract amount agreed to herein may be adjusted annually, on the renewal date of each contract year, by a percentage equal to the percentage increase in the CPI for urban Consumers for the preceding calendar year. 4) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County ftinds on which this Agreement is dependent are withdrawn,this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date, 5) Contract Term The initial contract period is for one (1) year commencing on the date written on the first page of this Agreement,The term of this Agreement may be extended by mutual agreement for four(4)one(I)-year extension terms. Consensus ofthe parties to exercise an extension may be done administratively prior the current term's expiration date, and must be done in writing. 6) Contract Extension Beyond the Term In the event services are scheduled to end because of the expiration of this contract, the Contractor Must continue the service upon the request of the County Administrator. The extension period will not extend for more than ninety (90)days beyond the expiration date of"the existing contract. T'he Contractor will be compensated for the service at the rate(s) in effect when the County invokes this extension clause. 7) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application ofthe Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment. Insurance law. The Contractor will retain sole and absolute discretion in the Judgment ofthe manner and means of carrying out.Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State, or United States policies, rules or regulations relating to the use Of Contractor's funds provided for herein. The(.'ontractor agrees that it is a separate and independent enterprise from the County, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of'skill necessary to perform the work, This Agreement must not be construed as creating any joint employment relationship between the Contractor and the County and the County will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. Page 3 of 14 8) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her, without the previous written consent. 9) Termination In the event that the Conti-actor is found to be negligent in any aspect oll'service,the County shall have the right to terminate this Agreement after seven (7) days' written notification to the Contractor, a) Termination for Cause and Remedies: In the event of'breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination.,nation, prior to term i nation, the County shall provide Contractor with seven (7) calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has Occurred. Ifthe breach is not cured, the Agreement will be terminated for cause. If the County terminates this Agreement with the Contractor, County shall pay Contractor the suln due the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however, the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recuperate monies paid Under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of' the County's False Claims Ordinance,located at Section 2-721 et at.of the Monroe County Code. b) Termination for Convenience: "I"lie County may terminate this Agreement for convenience, at any time, upon ninety (90) days' written notice to Contractor, If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work Linder the Agreement exceeds the funds remaining in the contract. The MaXiIIII-1111 amount due to Contractor shall not exceed the spending cap in this Agreement. 10) Indemnification & Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services Linder this Agreement constitutes specific consideration to Contractor for the indemnification to be provided Under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A)any activity ofthe Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or Page 4 of 14 omission of the Contractor or any of its employees,agents,sub-contractors or other invitees; or(C) the Contractor's del'allit in respect of any of the obligations that it undertakes under the terns of this Agreement, except to the extent file claims, actions, causes of"action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). The monetary limitation of liability under this Agreement shall be equal to the dollar value of the contract and not less than $1 million per occurrence pursuant to Section 725.06, Florida.Statutes. The limits of liability shall be as set forth in the insurance requirements included in the "Insurance Requirements," provisions herein. b) In the event that the completion of the services (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance,the Contractor shall indemnify the County from any and all increased expenses resulting from Such delay. c) Nothing contained herein is intended, nor may it be construed,to waive County's rights and immunities under the cominon law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be Sued by any third parties in any matter arising out of this Agreement. To the extent considered necessary by the County,any suns due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved, and any amount withheld is not subject to payment of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or c i rcurn stances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement, 11) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates,as defined by Section 287,134(1)(a), Florida Statutes,are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not Submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;may not Submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or Consultant under a contract with any public entity; and may not transact business With any public entity." 12) County Suspended Vendor List 'rhe eligibility of persons to bid for an award ofCounty contract(s),or enter into a.contract, may be suspended pursuant to sec. 2-347(l)ofthe Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a Suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 13) Prohibition on Conflict of Interest,Gratuities, Kickbacks, and Collusion Page 5 of 14 The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth ofthe staterrients contained herein in awarding the contract for this service. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that Would conflict in any manner or degree with the performance of set-vices required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of the service or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer er of employinent to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier suh-contractor or any person associated therewith, as all inducement of the award of a subcontract or order, d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of"perjury that the price proposed by Contractor was arrived at independently Without collusion, Consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not Submit, for the purpose of restricting competition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and Collusion prescribed in this paragraph must be Conspicuously Set forth in every contract and Subcontract and solicitation initiated by Contractor in its performance of this Agreement. 14) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Contractor warrants that lie/she/it has not employed, retained or otherwise had let on his/her/its behalf any 'former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. 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 fornier County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 15) Prompt Disclosure of Litigation, Investigations,Arbitration, or Admin. Proceedings Throughout the term of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or adirtimstrative proceedings relating to or affecting Contractor's ability to perforul under this Agreement. If the existence of Such causes the County concern that the (..ontractor's ability or willingness to perl"orn) the Agreement is .jeopardized, the Contractor may be required to provide the (..'.OLjnty with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct sitnilar in nature to the conduct alleged in Such proceeding, 16) Notice All written correspondence to the County shall be dated and signed by an authorized representative of' the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by L J.S, Mail, certified, return receipt Page 6 of 14 requested,postage pre-paid,or by courier with proof ofdelivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRAC"FOR: County Administrator Kev West MortUa, Monroe County 418 Simonton St. .......... 1100 Simonton Street, Room 2-205 K y-West Key West, IT. 33040 l.'mail: Deani And (with copy to) Monroe County Attorney's Office I I I I I 2th Street, Suite 408 Key West, FL, 33040 17) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state Courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between thorn in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. 18) WAIVER OF JURY TRIAL& MANDATORY PRE-SUIT MEDIATION BY ENTERING INTO 'THIS CONTRACT, EACtI OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR AJURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT OR SOLICITATION AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONA13LE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST"FOR JURY'TRIAL,AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. MEDIATION PROCEEDINGS INITIATED AND CONDUCTED PURSUANT TO 'THIS AGREEMENT SHALL BE IN ACCORDANCE WITH THE FLORIDA RULES OF CIVIL PROCEDURE AND USUAL AND CUSTOMARY PROCEDURES REQUIRED BY T HE CIRCIAT COURT OF MONROE COUNTY. 19) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative,and out-of-pocket expenses,as 4in award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. Page 7 off 4 20) Cooperation in Claims for Federal or State Aid & In General Conti-actor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to I'Lirther the purpose of this Agreement; provided that all applications,requests,grant proposals,and funding solicitations shall be approved by each party prior to Submission. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate,to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance ofthis Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer,agent,or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution ofthis Agreement. 21) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from tirric to time. Contractor must comply with all public records laws in accordance with Chapter If 9, I"lorida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's Custodian Of public records, provide the (".'ounty with a copy ofthe requested records or allow the records to be inspected or copies within a reasonable tune at a cost that does not exceed the costs provided in Chapter 119, l"Jorida Statutes, or as otherwise provided by law. C) [�`nSt.lre that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfier the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of' the Contractor or keep and maintain public records required by the County to perf'orin the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor Must 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 Up011 completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request frorn the County's Custodian of`public records, in a format that is compatible with the information technology systems ofthe County, IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1.19, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNWS CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT PHONE NO. 305-292-3470, BRADLEY-BRIANCU),MONROECOUNTY- Page 8 of 14 FL.GOV, MONROE COUNTY ATTORNEY9S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will ell-force the Agreement provisions in accordance herewith and may unilaterally caricel this Agreement. ill accordance with state law. 22) Audit Rights The Contractor must maintain accurate books,records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and lean of the contract and for a period of five (5) State of Florida fiscal years after completion and acceptance of the Work by the County. Such records must be retained by Contractor for a minimum of five(5) State of Florda fiscal years following the close of the Agreement, or the period required for this particular type of set-vice by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County, and if relevant, the State Inspector General pursuant to Section 20.055(5), as amended, in any investigation and facilitate the duplication and transfer Of Such records upon the County's request. Contractor agrees to Submit to an audit as required by the County, Florida Fish and Wildlife Conversation Commission,the Chief Financial Officer of the State of Florida,the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability,or other authorized representative(s)of the State of Florida.The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or exarninations or making excerpts or transcriptions. Such requirements will survive the termination of this Agreement. 23) No Third Party Beneficiaries Neither Contractor nor County intends to directly or Substantially benefit a third party by this Agreement. 'Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is Or will be entitled to assert a right or claim against either of them based upon this Agreement. 24) Uncontrollable Circumstances ("Force Majeure") AS used herein,"Force Majeure"fneaus the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control ofthe non-perfortning party. Examples of 17orce Ma cure" include, but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, inirriediate written notice, consistent with the "Notice" provisions of this Agreerrient,must be sent by the noti-performing party describing the circumstances constituting force maJeure and proof that the non-performance or delay of`performance is a direct and reasonable result of such event(s). Any claim lor extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two (72) hours after the commencement of the delay. Otherwise, it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after Such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice, in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, Page 9 of 14 the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations Must reSUIne when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 25) Conditions for Emergency/Hurricane or Disaster It is hereby made a part of this agreement that before,during and after a public emergency, disaster, hurricane, flood, pandemic or other Substantial loss that the Monroe County will require a"first priority" basis for goods and services. It is vital and imperative that the rnaiority of citizens are protected from any emergency situation which threatens public safety and health, as determined by the County Administrator. Contractor agrees to perform services for the County or other governmental entities, as opposed to a private citizen or corporation, on a I"irst priority basis. The County expects to pay a fair and reasonable price for all products/services in the event of a disaster, pandemic, emergency or hurricane. Contractor must furnish a twenty-four (24) hour telephone number in the event of such an emergency. 26) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notily the County and is prohibited from providing any goods or services to a public entity; it may 1101. Submit a bid on a contract with a public entity for the construction or repair Of a.public building or public work; it May not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant Linder a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold au1OUut provided in Section 287.017, Florida Statutes, for Category TV0 ($35,000), as may be amended, for a.period of thirty-six (36) months from the date of being placed on the convicted vendor list, 27) Foreign Gifts and Contracts The Contractor must comply With rmy applicable disclosure requirements in Section 286.101. Florida Statutes. pursuant to Section 286.10](7)(b),Florida Statutes: "In addition to any fine assessed Linder [§ 286.10 1(7)(a), Florida Statutes], a final order deternii ning a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity froin eligibility for any grant or contract funded by a state agency or any political Subdivision until Such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause." 28) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138, Florida Statutes Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum I.,"nergy Sector List); and c) has not been engaged iii business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts Linder this paragraph, or if Contractor is found to have been placed ore a list created pursuant to Section 2 15.473,Florida Statutes,, as amended, or is engaged in a boycott of' Israel after the execution of this Agreement, Page 10 of 14 County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph oil a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County MUSt not enter into a contract that grants access to uin individual's personal identifying information to any Foreign Country of Concern Such as: People's Republic of'China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor(toes not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida. Statutes, as may be amended. Beginning January 1. 2025, the County must not extend or renew any contract that grants access to all individual's personal identifying information unless the Contractor provides the County with an affidavit signed by all authorized representative of the Contractor, Under penalty of perjury, attesting that the Contractor does not meet any ofthe criteria in Subparagraphs(2)(a)-(c)of'Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida, .................... CMJP Operations Inc., d/b/a Key West Mortuary, is not owned by the government of a Foreign Country of C.oncern, is not organized under the laws ot'nor has its Principal Place of Business in a Foreign Country of Concern,and the government of Foreign Country of Concern does not have a Controlling Interest in the entity. [Jnder penalties of'perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name:] Signature 4, 29) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that. Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor ractor does not use coercion for labor or services as prohibited by Section 787,06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 30) Nondiscrimination Covenant The Contractor and County agree [flat there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent Jurisdiction that, discrimination has occurred, this Agreement automatically terminates Without. any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes,and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I) Tille VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment oil the basis of race, color, religion, sex or national origin; 2) Title IX of the Page 1 I of 14 1_.:�ducation Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination oil the basis ofsex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination oil the basis of disability; 4) 'rile Age Discrimination Act of 1975, as amended (42 LJSC ss. 6101-6107) which prohibits discrimination on file basis of age; 5) The Drug Abuse (ATIce and Treatment Act of 1972(14,92-255),as amended,relating to nondiscrimination on the basis of' drug abuse; 6) rile Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of' 1970 (Pl, 91-616), as amended, relating to nondiscrimination oil the basis of alcohol abuse or alcoholism; 7) The Public Health Set-vice Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient. records; 8) Title Vill of"the Civil Rights Act of 1968 (42 USC. s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination oil the basis of"disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) 'File Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject:matter of,this Agreement. 31) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify (be employment eligibility of: a) All persons employed by Contractor to perform employment duties within florida during the term of'the contract; and b) All persons (including SLibveiidors/subCOfISLIII,atitS/SLibcontractors) assigned by Contractor to perform work pursuant to the contract with the County. 'rile Contractor acknowledges and agrees that use of the U.S. Department.offlomeland Security's E-Verify System dUrillg the terrn of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becornes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended frown time to time."This includes, but is not limited to,utilization of the E-Verify System to verify the work. authorization status of all newly hired employees, and requiring all subcontractors to provide in affidavit to Contractor attesting that the subcontractor does not,employ,contract with,or subcontract with,all unauthorized alien. Contractor agrees to maintain a copy Of Such affidavit for the duration ol'this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result orthe termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof`of enrollment in E-verify to the County. 32) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or all affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable Page 12 of 14 for all antitrust violation may not submit a bid, proposal, or reply for ally new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a.new contract with a public entity for the construction or repair of public building or public work; may not submit a bid, proposal, of- reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor,supplier, subcontractor, or consultant under a new contract with a public entity; and rnay riot transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affil iates)iliate(s) are oil the antitrust violator vendor list at the time of entering this Agreement. false certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, I"lorida Statutes, as amended. 33) Environmental and Social Government and Corporate Activism Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot. give preference to a.contractor based on social, political or ideological interests as defined in the statute. Contractor is also prohibited frorn giving preference to any of its subcontractors based on the above referenced factors. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office ofthe Attorney General of the State of Florida. 34) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 35) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular inchides the plural, and vice versa., UJIless the context otherwise recli-dres. Terms such as"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all Subsections thereof, unless the reference is made to a particular Subsection Or Subparagraph Of'such section or article. Any reference to "days" rneans calendar days, unless otherwise expressly stated. 36) Joint Preparation It is acknowledged that each party to this Agreement had the Opportunity to be represented by Counsel in the preparation of this Agreement, and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 37) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent Of Such prohibition or Unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. Page 13 of 14 38) Signatory Signatoty Authority • IJpon request, the Contractor must provide the County with copies of requisite documentation evidencin that the signatory for Contractor has the to enter into: g g Y authority .. this Agreement. • . 39) counterparts and Multiple Originals. _ This Agreement may be executed in multiple originals, and may be: executed in counterparts, each of Which is hereby deemed to he an original, but all of Which, taken together,constitutes one and the same agreement. IN WITNESS WHEREOF, County and Contractor,have executed this Agreement as of the date first written above. CONTRACTOR: CMJP:OPERATIONS INC.d/b/a KEY WEST MORTUARY Signing through its Sole Manager,•CMJP Holdings Inc:, . Signing through its President,Peter E+Batty B y. /1-'77 • gnat sre • L_Ii)e.,)4H.t-' tV517 • • STATE OF FLORIDA Print Name&Title Monroe COUNTY OFThe foregoing instrument was sworn to./affirmed and acknowledged before me by means of lirpysical presence or 0 online notarization;this 5 th day of November.,2024 :,by Peter.E. Batty, President of CMJP Holdings Inc., Sole Minal-4` o C.MJP Operations Inc., d/b/a Ke• West:Mortua a Floridacorporation. `` .. y :Mortuary, p .�:,.��i ... ��'so�.al�l 1�������i ��iT�.�i�c �t, ias produced (type ( align)as identification. ��� . _ of id i ic,i . tin_ . �'•1P���+o•r,� StgooP!v oi��I' tit llr'1 li�lle STEVEN REEVES I .�►INE 'L MY COMMISSION#HH.5T3497 ,4; EXPIRES:July 30,2028 Steven Reeves : "kterF (Print& Commi Public)-_• :__ Stamp Co nm ss oned Name of Notary I'u .�c BOARD OF COUNTY.COMMISSIONERS OF MONROE COUNTY,FLORIDA: By: -:{ Mayor .`r' +-, J _ter f• E','a Y e.r' 1 a. f1„^1f.'o u.y. •—' ..�. L r- rtl ttes Kekii Madok,Clerk orV`-e'''aaa.,,r.. C Ctt.it f{t U,V2ti'.•� �+\y,� ,.� V •' .. .. fin, ,u�w 1 ' Cfd.. r...r.3 ar a `E ?ram 1• r�\ { 7'I :.. ... I„ •t1 Ya+,-:.tm at s}y i`^q', r ti : ,As Deputy Clerk _ .... .• - ,' . x}>. ::• A. .robved- s to legal foim&sufficiency. '= _ Eve M. Le W i s Digitally signed by Eve M.Lewis 7E: r- Qate:2024.1 1.05 19:03:54 s> Eve M. Lewis,Assistant Count• Attorney Page 14of14 711/8/2024 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Key West Insurance PHONE FAX 3152 Northside Drive, Unit 201A&201 B A/C No Ext: 305-294-1096 A/C,No):305-294-8016 Key West FL 33040 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# License#:L100460 INSURERA: Hartford Underwriters Insurance Company 30104 INSURED CMJPHOL-CD INSURER B: Nutmeg Insurance Company 39608 CMJP Holdings Inc dba Florida Keys Funeral Service INSURERC: Hartford Fire Insurance Company 19682 418 Simonton St Key West FL 33040 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1937189718 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y 21SBMBB2VME 10/31/2024 10/31/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:JECT DATE 11/20/2024 GENERALAGGREGATE $2,000,000 POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X WAIVER N/A YES OTHER: $ B AUTOMOBILE LIABILITY 21UECDR2997 12/2/2024 12/2/2025 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR 21SBMBB2VME 10/31/2024 10/31/2025 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1 n nnn $ G WORKERS COMPENSATION 21WECBB2WDB 10/31/2024 10/31/2025 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTEI ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $100,000 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County is afforded additional insured status as per the embedded coverages found in the coverage forms when required by written contract,agreement or permit but only as respects to the liability of the insured,pursuant to the terms,conditions,limitations and exclusions of the listed policies. CMJP HOLDINGS INC dba CMJP OPERATIONS INC.,dba FLORIDA KEYS FUNERAL SERVICES,dba,FLORIDA KEYS CREMATORY,dba KEY WEST MORTUARY,dba DEAN LOPEZ FUNERAL HOME. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County 1111 12th Street, Suite 408 AUTHORIZED REPRESENTATIVE Key West FL 33040 -- /' ( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 414 HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 414 HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any'occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 414 HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or"property damage" included within the "products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)