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08/10/2025 Agreement
T,,,T,,Vr ii I"IlP"IIS S R U C,II/ S� U �N)I i111/1 ) ,a�I'AI_, ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with-caballero, Fierman, Llerena&Garcia, LLFContract 4 Effective Date: Upon execution of the County Administratior Expiration Date: 1 Year from Execution of both parties Contract Purpose/Description: The contract is to provide the Social Services Department with Professional Services of Grant Management for financial oversight,and audit resolution services for the ADI and OAA programs, which are funded by Federal and State sources.The contractor will ensure compliance with GAAP and applicable grantor requirements,and will conduct a review of the current year and a four-year historical analysis of each grant and its associated activity to address critical audit findings.Deliverables are outlined in Attachment A—Scope of Services. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Lourdes Francis 4511 Social Services/stop#1 (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 95,000 Current Year Portion: $ 15,833.33 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the k%q, ,,vtaxmioB riL rtdtl,lttilN ins �r p fYi,h I1G fPtY,rt dr~�so Budgeted?Yes ❑x No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: 001/61501/SC_00038 ADDITIONAL COSTS Estimated Ongoing Costs: $ N/A /yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑ NO CONTRACT REVIEW Reviewer Cath Crane Digitally signed by Cathy Crane Department Head Signature: y _ Date:2025.07.2919:51:45-04'00' MacLau h�ln Digitally signed by Jeni-Lee MacLaughlin Jenl-Lee y County Attorney Signature: Date:2025.08.01 14:56:54-04'00' Digitally signed by Gaelan P Gaelan P Jones Jones Risk Management Signature: Date:2025.08.04 08:57:43-04'00' Lisa Ab re u Digitally signed by Lisa Abreu Purchasing Signature: 'Date:2025.08.06 1 0:13:47-04'00' Digitally signed by John Quinn OMB Signature: John Quinn Date:2025.08.06 13:07:27-04'00' Comments: GPJ 8/4/25: Risk approval subject to submission of vendor COI prior to execution of contract. Requested and pending per CC Revised BOCC 4/19/2023 e a:sc,i 07 Cue/fir '11 91 1 11 a Agreement for Professional Services for Grant Management Services This Agreement("Agreement") is made and entered into this day of .2025 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, hereinafter referred to as "COUNTY," acting through the Monroe County Board of County Commissioners ("BOCC"), and Caballero Herman Llerena& Garcia, LLP, a limited liability partnership authorized to do business within the State of Florida, whose address is 8950 SW 74 1h Court, Ste. 1210, Miami, Florida, 33156 ("CONTRACTOR") (collectively, the "Parties'). WITNESSETH: WHEREAS, the COUNTY is in need of a firm comprised of accountants and financial advisors to provide professional services for the grant management and accounting as set forth in more detail in"Attachment A - Scope of Services" (hereafter referred to as the"Project");and WHEREAS, due to the professional nature of the services and pursuant to the Monroe County Code of Ordinances and its adopted Purchasing Policy Manual, the COUNTY hereby waives its competitive solicitation procedures and/or request for price quotes, and enters into this agreement; and WHEREAS, the documentation required to render the professional services may include HIPAA-protected information, including, but not limited to protected health information within personal care service billing records or eligibility determinations,therefore this agreement includes a HIPAA Business Associate Addendum that is attached hereto and incorporated herein as "Attachment B;"and WHEREAS,CONTRACTOR has represented that it has the requisite skills,expertise and manpower to provide the required services. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: ARTICLE I 1.1 REPRESENTATIONS By executing this Agreement, CONTRACTOR makes the following express representations to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been flully satisfied. Page 1 of 26 1.1.2 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR agrees that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.3 The CONTRACTOR assumes full responsibility to the extent allowed by law with regard to its performance and those directly under its employ. 1.1.4 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the ProJect. In providing all set-vices pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.5 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.6 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color,national origin,sex,age,or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.2 Contract Documents. This Agreement shall consist of this contract, including any and all attachments or exhibits. In the event of any conflict between any of the Contract documents, this Agreement will control or alternatively the one imposing the greater burden on the CONTRACTOR will control. ARTICLE 11 SCOPE OF BASIC SERVICES 2.1 SCOPE OF SERVICES The CONTRACTOR'S Scope of Basic Services consist of those described in"Attachment A"to this Agreement, and same is incorporated herein as if set forth in full. Page 2 of 26 By executing this Agreement, the CONTRACTOR acknowledges that it has thoroughly reviewed the documents incorporated in this Agreement and that it accepts the scope of services to be performed and the conditions under which the work shall be performed, 2.2 CORRECTION OF ERRORS,OMISSIONS,DEFICIENCIES The CONTRACTOR shall,without additional compensation,promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR or its subcontractors or both. 2.3 NOTICE REQUIREMENT Formal notice required or mandated under this Agreement shall be in writing and hand delivered, emailed, or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Christine Hurley, County Administrator Monroe County Administrator's Office 1100 Simonton St., Suite 2-205 Key West, FL 33030 County_Administrator(Amonroecounty-fl.gov With a copy to: Monroe County Attorney's Office 1111 12th St, Suite 408 Key West, FL 33040 Lewis-Eve @.,monroecounty-fl.gov For the CONTRACTOR: Enrique Llerena, CPA 8950 S W 74'h Court, Ste. 1210 Miami, FL 33156 Ellerena(a-,)cflgcpa.com ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are those services not included in the Scope of Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at pricing, rates or fees as negotiated and only as set forth in paragraph 7.1, herein. 3.2 If Additional Services are required, the COUNTY shall issue a letter describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal to provide the requested services. Only after receiving an executed agreement for the Additional Services, shall the CONTRACTOR proceed with the Additional Services. Page 3 of 26 ARTICLE IV COUNTY'S RFSPQNSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY to the CONTRACTOR's representative if COUNTY become aware of any fault or defect in the Project or non- conformance with the Agreement.Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3, herein. 4.4 The COUNTY shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria for the Project. No review orsuch information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V INDEMNIFICATION AND HOLD HARAILESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities,damages,losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the gross negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR,subcontractor(s)and other persons employed or utilized by the CONTRACTOR in the performance of the contract. The maximum aggregate liability of CONTRACTOR with respect to this paragraph shall not exceed the sum of five hundred thousand dollars ($500,000.00). 5.2 The COUNTY covenants and agrees to hold harmless CONTRATOR, its officers and employees from liabilities, damages, losses and costs incurred in performance of the Contract, including but not limited to, reasonable attorneys' fees, to the extent caused by the gross negligence, recklessness, or intentional wrongful conduct of the COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees.. Page 4 of 26 5.3 In the event the completion of the project (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 COUNTY from any and all increased expenses resulting from such delays. 5.4 Nothing contained herein is intended, nor may it be construed,to waive COUNTY's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time.These provisions shall survive the expiration or early termination of the Agreement. ARTICLE V1 PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project, ARTICLE V11 COMPENSATION and TERM 7.1 The COUNTY shall pay the CONTRACTOR based on the following hourly rates for grant management services: a Stff Standard HoumaLevel/Title . ......... -- Rate!- Managing_Partner Partner $400 Senior Manager $325 M n�er $290 an upervisor $215 Senior $195 Staff $160 The estimated fee for this work is$95,000.00.No work exceeding the estimated fee amount shall be performed without a written amendment hereto executed by both parties. CONTRACTOR has scheduled personnel to address the procedures detailed in "Attachment A". CONTRACTOR will invoice the COUNTY every two (2) weeks as procedures are performed. Hours billed will be rounded to the nearest quarter hour increment. Should travel be required, the Monroe County Administrator's and Monroe County Clerk's written approval will be obtained prior to incurring any travel costs and travel costs will be billed using established government rates. Values billed for travel will be aggregated into the estimated fee amount. Notwithstanding anything contained herein the estimated fee amount must not exceed the total value of$100,000.00 without the prior formal approval of the Monroe County Board of County Commissioners. Page 5 of 26 7.2 PAYMENTS 7.2.1 For its assumption and perron-nances of the duties,obligations and responsibilities set forth herein, the CONTRACTOR shall be paid on a monthly basis. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70,Florida Statutes. 7.2.2 As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit a proper invoice to COUNTY requesting payment for services property rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered,The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk based on generally accepted account principles and such laws, rules and regulations as may govern the Monroe County Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount stated for this contract. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 It is anticipated that no reimbursable expenses, other than pre-approved travel, will be incurred by the CONTRACTOR. Expenses will only be reimbursed if authorized by the COUNTY in writing in advance and to the extent and in the amount authorized by Section 112.06 1, Florida Statutes, and the Monroe County Code of Ordinances. 7.4 TERM OF AGREEMENT The Term of the Agreement is for a period of up to one(1)year from the date of execution by both the COUNTY and the CONTRACTOR. PrqJject initiation will begin within one week of the signed agreement. Anticipated completion is within 112 days from the date of commencement. However, the COUNTY recognizes that this tirnefirame is dependent upon the timeliness of the requested information furnished by the COUNTY. Any extension of the Term of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE V111 INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (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 Page 6 of 26 CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. Coverage Minimum Limits Form# Workers' Compensation Statutory WC 1 Employers Liability $200,000/$500,000/$100,000 Commercial general $300,000 Combined Single Limit GL1 Liability $200,000/person;$300,000/occurrence Vehicle Liability $200,000 ProOprerty Damage VL2 $300,000 Combined Single Limit Professional Liability $300,000/$500,000 PRO] 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of I A or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required. by the State of Florida, sufficient to respond to Florida Statute 440 (See Form WC I). B. General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 Limits (See Form GI,1). An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. C, Professional Liability Insurance of$300,000/$500,000 limits. Ifthe policy is a"claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes (See Form PR03). Page 7 of 26 D. COUNTY shall be named as an additional insured. E. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. F. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. G. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioner.-, for Monroe County and the CONTRACTOR, which approval shall he subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors,assigns and legal representatives of such other party. 9.3 NO THIRD-PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after rive(5)days written notification to the CONTRACTOR. Page 8 of 26 B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60)days written notice of its intention to do so. C, 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, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the 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 sum 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 recoup 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 al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the sum due to the CONTRACTOR exceeds the amount listed in paragraph 7.1. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup 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 al. of the Monroe County Code. E. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, arc met, For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Page 9 of 26 Sectors List (formerly the Iran Petroleum Energy Sector List), or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. If County determines that Contractor has falsely certified facts under this Section, or if Contractor is found to have been placed on a list created pursuant to Section 215,473, Florida Statutes, as amended,or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. 9.5 PUBLIC ENTITIES CRIMES 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 contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COLNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an,act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been fornially charged with committing an act defined as a "public entity crime" regardless or the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 9.6 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting Page 10 of 26 principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR,the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW,VENUE,INTERPRETATION,COSTS,AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation (.,d'this Agreement, COUNTY and CONTRACTOR agree that venue shall lie exclusively in the 16"'Judicial Circuit, Monroe Count)(, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant,condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Page 11 of 26 9.12 BINDING EFFECT The terms, covenants,conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors,and assigns. 9.13 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duty authorized by all necessary County and corporate action, as required by law. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Project will be provided to each party. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS AND WAIVER OF TRIAL BY JURY COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.4 concerning termination or cancellation. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS R1GH T TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party and at the other party's sole expense, in all proceedings, hearings, processes, meetings, and, other activities related to the substance of this Agreement or provision or the services under this Agreement. COUNTY and CONTRACTOR specifically agree (fiat no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent Page 12 of 26 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 or COUNTY 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: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s.794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.690dd-3 and 290ce-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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. 12 101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article 11,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 9.18 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, CONTRACTOR warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ortlinance No. 020-1990. For breach or violation of this provision the County may, in its discretion.,terminate this contract without liability and may also, in its discretion,deduct Page 13 of 26 from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." 9.20 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or Firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter H 9, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance, The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County 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 this chapter or as otherwise provided by law. (3) 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 Page 14 of 26 the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County 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 the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR.A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The CONTRACTOR shall not transfer custody,release,alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTTS, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET,SUITE 408,KEY WEST, FL, 33040,, EMAIL: PUBLICRECORDS(_d)MONROECOUNTY- FL.GOV. OR PHONE: 305-292-3470. 9,22 NON-WAIVER, OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not he deemed a waiver of immunity to the extent Page 15 of 26 of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws,ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents,or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers,agents,volunteers,or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY,except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Frec Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting.The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other Page 16 of 26 factual unit costs.All such adjustments must be made within one year following the end of the Agreement, 9.27 NO PERSONAL LIABILITY 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 of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S, Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S, Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S.448.095. 9.30 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (0 action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Page 17 of 26 Contractor under this Section.Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance,ensure that the effects of any IJ ncontro liable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. 9.31 FOREIGN COUNTRIFS OF CONCERN Beginning January 1, 2024, the COUNTY must not enter into a contract that grants access to an 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 Madura, or the Syrian Arab Republic. The CONTRACTOR must provide the COUNTY with an affidavit signed by an authorized representative of the CONTRACTOR, under penalty of perjury, attesting that the CONTRACTOR does 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 an individual's personal identifying information 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 does not meet any of the 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. ................ ........... Caballero Herman Licrena-&-Goarcia, LLP,a limited HabilitV Darinership,is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. e- PrintedName: 6147rg,�I �le 0o'e.-n Title: "Oe Signature� Date: ;Z-2 -2,e?;Z-5' ------------ 9.32 FOREIGN GIFTS AND CONTRACTS The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Suction 286.101(7)(b),Florida Statutes: "In addition Page 18 of 26 to any fine assessed under [§ 286.101(7)(a), Florida Statutes), a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from 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." 9.33 NONCOERCIVE CONDUCT FOR LABOR OR SERVICES As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, COUNTRATOR is required to provide an affidavit Linder penalty of perjury attesting that COUNTRATOR does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As at) authorized representative of COUNTRATOR, I certify Linder penalties of perjury that COUNTRATOR does not use coercion for labor or services as prohibited by Section 787.06. Additionally, COUNTRATOR has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 9.34 ANTITRUST VIOLATIONS; DENIAL/REVOCATION PER SEC. 287.137,F.S. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an 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 for an antitrust violation may not submit a bid, proposal, or reply for any 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 a public building or public work; may not submit a bid, proposal, or 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 may not transact new business with a public entity. By entering this Agreement, CONTRACTOR certifies neither it nor its affiliate(s)are on 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, Florida Statutes,as amended. 9.35 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(l)(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 Page 19 of 26 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." 9.36 COUNTY SUSPENDED VENDOR LIST The eligibility of persons to bid for an award of County contract(s),or enter into a contract, may be suspended pursuant to sec. 2-347(1)of the 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. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. CONTRACTOR: CABALLERO FIERMAN LLEREaNA& IGA � CIA, LLP By: S 11a urc igna:5 e STATE Or FL0rfD,A Printa rm!&Title COUNT" The foregoing instrument was sworn to/affirmed and acknowledged before me by means off physical re Bence or n online notarization,this day,of 20-2 by an Llerena [Authority Titlel of Cabal & Garcia, Ul.,P, a limited liability partnership. fle,'She iL ,e has rs a_ produced t rpe,identi -ation)a joe'ritification. inn a e 0, PAOLA LUCLANI Notary Public 69,q . .......... 5We-of.F4or1da-----11 1— (print& i0miM-N140MM of Notary Public) Expires 8/1212029 COUNTY: MONROE COUNTY, FLORIDA Christine Digitally signed byChristine Hurley Date:2025.08.10 BY: Hurley '-0'4"'OE-- ...... Christine Hurley,AICP Monroe County Administrator Approved as to legal form & sufficiency: 1114*11ylig-d by E- Eve M. LevvisD.,.. D7,?2 29.47,49-04'00' Eve M. Lewis, Assistant County Attorney Page 20 of 26 "Attachment All Scope of Services A. Contractor will provide effective grant management, financial oversight, compliance, and audit resolution for Federal and State-funded programs, ensuring adherence to generally accepted accounting principles (GAAP) and grantor requirements for: 1) Alzheimer's Disease Initiative(ADI)—State of Florida,administered through Florida Department of Elder Affairs/Alliance for Aging, Inc. (PSA-11); and 2) Older Americans Act(OAA)—Federal Government, administered through Florida Department of Elder Affairs/All iance for Aging, Inc. (PSA-11). B. Contractor will conduct a review of the current year and a four(4)-year historical analysis of each grant and associated financial activity to address critical audit findings/deliverables: I) A year-by-year review be performed of Monroe County Social Services (MCSS) grants to verify that grant expenditure are matched to actual grant revenue received and a plan be developed to properly fund any unmatched grant expenditures. 2) Recommend steps to address the mishandling of MCSS grants including ensuring staff are properly trained and MCSS management establish and adhere to policies and procedures that ensure effective grant budget and fiscal management. 3) Work with County and granting agencies to ensure any appropriate corrective actions are taken. C. Objectives: 1) Ensure Expenditure-to-Revenue Alignment Conduct year-by-year reconciliation of expenditures against actual grant revenues, identifying and correcting unsupported, over-expensed, or misclassifted charges. 2) Correct Misallocations — Identify and correct inaccurate payroll allocations, staff time reporting, and fringe benefit charges. 3) Grant Reconciliation and Closeout Perform full financial program reconciliation to include expired, inactive, or improperly closed grants. 4) Enhance Grant Budgeting, Reporting, and Internal Controls Establish expenditure monitoring procedures aligned with revenue recognition. Develop standardized allocation methodologies for consistent application. Implement budgeting tools and reporting templates that meet program requirements. Ensure documentation complies with funding agency requirements for closed grants. Provide staff training on updated budgeting processes, internal controls, and compliance expectations tailored to multi-year grant management, supporting accurate forecasting and regulatory adherence. Page 21 of 26 "Attachment B" HIPAA Business Associate Addendum I PREAMBLE AND DEFINITIONS. Ll Pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, (the "County"), and Caballero Fierman Llerena & Garcia, LLP, ("Business Associate"),agree to this Business Associate Addendum("BAA")as of the effective date of the underlying agreement between the parties (the "Effective Date")that addresses the HIPAA requirements with respect to "business associates," as defined under the privacy, security, breach notification,and enforcement rules at 45 C.F.R.Part 160 and Part 164("HIPAA Rules").A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. L2 This BAA is intended to ensure that Business Associate will establish and implement appropriate safeguards for the Protected Health Information ("PHI") (as defined under the HIPAA Rules) that Business Associate may receive, create, maintain, use, or disclose in connection with the functions,activities,and services that Business Associate performs for Covered Entity.The functions, activities, and services that Business Associate perform-, for Covered Entity are defined in AGREEMENT between MONROE COUNTY,Fl,and Caballero Fierman Llerena&Garcia,LLP for Professional Services for Grant Management(the "Underlying Agreement"). 13 Pursuant to changes required under the health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act") and under the American Recovery and Reinvestment Act of 2009("ARRA"),this BAA also reflects federal breach notification requirements imposed on Business Associate when"Unsecured PHI"(as defined under the HIPAA Rules)is acquired by an unauthorized party, and the expanded privacy and security provisions imposed on business associates. 1.4 Unless the context clearly indicates otherwise, the following terms in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set,disclosure,Electronic Media,Electronic Protected Flealth Information(0111),1 lealth Care Operations,individual,Minimum Necessary,Notice of Privacy Practices,Required By Law,Secretary, Security Incident, Subcontractor, Unsecured PHI,and use. L5 A reference in this BAA to the Privacy Rule means the Privacy Rule,in conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy Rule") as interpreted under applicable regulations and guidance of general application published by HHS, including all amendments thereto for which compliance is required,as amended by the HITECH Act,ARRA,and the HIPAA Rules. 2. GVNERAL OBL,IG,,VI'IONS OF BUSINESS ASSOCIATE. 2.1 Business Associate agrees not to use or disclose PHI,other than as permitted or required by this BAA or as Required By Law, or if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. 2.2 Business Associate agrees to use appropriate safeguards,and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI,to prevent use or disclosure of PHI other than as provided for by the BAA, 23 Business Associate agrees to mitigate,to the extent practicable, any harmful effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate in violation of this BAA's requirements or that would otherwise cause a Breach of Unsecured PHI. 2.4 The Business Associate agrees to the following breach notification requirements: (a) Business Associate agrees to provide notification of any Breach of Unsecured PHI of which it becomes aware, as required under 45 C.F.R. § 164,410, and any Security Incident of which it becomes aware, in violation of this BAA to individuals, the media (as Page 22 of 26 defined under the HITECH Act), the Secretary, and/or any other parties as required under HIPAA,the HITECH Act,ARRA,and the HIPAA Rules,subject to the prior review and written approval by Covered Entity of the content of such notification. (b) In the event of Business Associate's use or disclosure of Unsecured PHI in violation of HIPAA, the HITECH Act, or ARRA, Business Associate bears the burden of demonstrating that notice as required under this Section 2.4 was made, including evidence demonstrating the necessity of any delay,or that the use or disclosure did not constitute a Breach of Unsecured PHI. 2.5 Business Associate agrees, in accordance with 45 C.F.R. §§ 164.502(c)(1)(ii) and 164308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to Such information. 2.6 Business Associate agrees to make available PHI in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524. (a) Business Associate agrees to comply with an individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. § 164.522,except where such use,disclosure,or request is required or permitted under applicable law. (b) Business Associate agrees to charge fees related to providing individuals access to their PHI in accordance with 45 C.F.R. § 164.524(c)(4). (c) Business Associate agrees that when requesting, using, or disclosing PHI in accordance with 45 C.F.R. § 164.502(b)(1)that such request, use, or disclosure shall be to the minimum extent necessary, including the use of a"limited data set" as defined in 45 C.F.R. § 164.514(e)(2), to accomplish the intended purpose of such request, use, or disclosure, as interpreted under related guidance issued by the Secretary from time to time. 2.7 Business Associate agrees to make any amendments to PI 11 in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 CAR. § 164.526, or to take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.526. 2.8 Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.528. 19 Business Associate agrees to make its internal practices, books,and records, including policies and procedures regarding PHI, relating to the use and disclosure of PHI and Breach of any Unsecured PHI received from Covered Entity, or created or received by the Business Associate on behalf of Covered Entity, available to Covered Entity (or the Secretary) for the purpose of Covered Entity or the Secretary determining compliance with the Privacy Rule(as defined in Section 8). 2.10 To the extent that Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s). 2.11 Business Associate agrees to account for the following disclosures: (a) Business Associate agrees to maintain and document disclosures of PHI and Breaches of Unsecured PHI and any information relating to the disclosure of PHI and Breach of Unsecured PHI in a manner as would be required for Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (b) Business Associate agrees to provide to Covered Entity, or to an individual at Covered Entity's request, information collected in accordance with this Section 2.11, to permit Covered Entity to respond to a request by an individual or the Secretary for an accounting of P[11 disclosures and Breaches of Unsecured PHI. (c) Business Associate agrees to account for any disclosure of PHI used or maintained as an Electronic Health Record (as defined in Section 5) ("ER") in a manner consistent with 45 C.F.R. § 164,528 and related guidance issued by the Secretary from time to Page 23 of 26 time; provided that an individual shall have the right to receive an accounting of disclosures of EHR by the Business Associate made on behalf of the Covered Entity only during the three years prior to the date on which the accounting is requested from Covered Entity or directly from the Business Associate,whichever is later. (d) In the case of an EHR that the Business Associate acquired on behalf of the Covered Entity as of January 1,2009,paragraph(c)above shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after January 1,2014. In the case of an EHR that the Business Associate acquires on behalf of the Covered Entity after January 1, 2009, paragraph(c)above shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after the later of January 1,2011,or the date that it acquires the EHR. 2.12 Business Associate agrees to comply with the"Prohibition on Sale of Electronic Health Records or Protected Health Information," as provided in Section 13405(d)of Subtitle D(Privacy)of ARRA, and the "Conditions on Certain Contacts as Part of Health Care Operations," as provided in Section t3406 of Subtitle D (Privacy) of ARRA and related guidance issued by the Secretary from time to time. 2.13 Business Associate acknowledges that, effective on the Effective Date of this BAA, it shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6,as amended,for failure to comply with any of the use and disclosure requirements of this BAA and any guidance issued by the Secretary from time to time with respect to such use and disclosure requirements. 3. PERMIT,m) usES AND DISCLOSURES RV BUSINESS ASSOCWT. 3.1 General Uses and Disclosures. Business Associate agrees to receive, create, use, or disclose PHI only in a manner that is consistent with this BAA,the Privacy Rule,or Security Rule(as defined in Section 5),and only in connection with providing services to Covered Entity;provided that the use or disclosure would not violate the Privacy Rule, including 45 C.F.R. § 164.504(c), if the use or disclosure would be done by Covered Entity. For example, the use and disclosure of PHI will be permitted for"treatment,payment,and health care operations," in accordance with the Privacy Rule. 3.2 Business Associate may use or disclose PHI as Required By Law. 3.3 Business Associate agrees to make uses and disclosures and requests for PHI: Consistent with Covered Entity's Minimum Necessary policies and procedures established by the Standard Operating Procedures adopted by in the Monroe County Social Services Department,as may be amended from time to time. 3.4 Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by the Covered Entity. 4. OBLIGXHONS OF COVERED ENTITY. 4.1 Covered Entity shall: (a) Provide Business Associate with the Notice of Privacy Practices that Covered Entity produces in accordance with the Privacy Rule, and any changes or limitations to Such notice under 45 C.F.R. § 164.520, to the extent that such changes or limitations may affect Business Associate's use or disclosure of PHI. (b) Notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to comply with under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this BAA. (c) Notify Business Associate of any changes in or revocation of permission by an individual to use or disclose PHI, if such change or revocation may affect Business Associate's permitted or required uses and disclosures of PHI under this BAA. Page 24 of 26 4.2 Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rule if done by Covered Entity, except as provided under Section 3 of this BAA. 5. COMPLIANCE WITH SECURITY RULE. 5.1 Business Associate shall comply with the FllPAA Security Rule, which shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act, The term "Electronic Health Record"or"EHR" as used in this BAA shall mean an electronic record of health-related information on an individual that is created,gathered,managed,and consulted by authorized health care clinicians and staff. 5.2 In accordance with the Security Rule,Business Associate agrees to: (a) Implement the administrative safeguards set forth at 45 C.F.R. § 164.308, the physical safeguards set forth at 45 C.F.R, § 164.3 10, the technical safeguards set forth at 45 C.F.R.§ 164.312,and the policies and procedures set forth at 45 C.F.R. § 164.316,to reasonably and appropriately protect the confidentiality,integrity,and availability of the ePHI that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the Security Rule. Business Associate acknowledges that, effective on the Effective Date of this BAA, (a) the foregoing safeguards, policies, and procedures requirements shall apply to Business Associate in the same manner that such requirements apply to Covered Entity,and(b)Business Associate shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6,as amended from time to time,for failure to comply with the safeguards, policies, and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements; (b) Require that any agent, including a Subcontractor, to whom it provides such PHI agrees to implement reasonable and appropriate safeguards to protect the PHI; and (c) Report to the Covered Entity any Security Incident of which it becomes aware. 6. INDEMNIFICATION. The parties agree and acknowledge that except as set forth herein,the indemnification obligations contained under the Underlying Agreement shall govern each party's performance under this BAA, 7. TERM AND TERMINATION, 7A This BAA shall be in effect as of the date set forth in the underlying agreement, and shall terminate on the earlier of the date that: (a) Either party terminates for cause as authorized under Section 7.2. (b) All of the PHI received from Covered Entity,or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity. If it is not feasible to return or destroy PHI, Protections are extended in accordance with Section 7.3. 7.2 Upon either party's knowledge of material breach by the other party,the non-breaching party shall provide an opportunity for the breaching party to cure the breach or end the violation; or terminate the BAA. If the breaching party does not cure the breach or end the violation within a reasonable timeframe not to exceed seven(7)days fi-oin the notification of the breach,or if a material term of the BAA has been breached and a cure is not possible,the non-breaching party may terminate this BAA and the Underlying Agreement, upon written notice to the other'party, 73 Upon termination of this BAA for any reason,the parties agree that: Business associate shall return to Covered Entity all PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form.The P1 11 shall be returned in a format that is reasonably Page 25 of 25 expected to preserve its accessibility and usability. Business Associate shall retain no copies of the PHI. 7.4 The obligations of Business Associate under this Section 7 shall survive the termination of this BAA. 8. MISCELLANEOUS. 8.1 The parties agree to take such action as is necessary to amend this BAA to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, ARRA, the HITECH Act, the Consolidated Appropriations Act, 2021 (CAA-21),the HIPAA Rules,and any other applicable law. 8.2 The respective rights and obligations of Business Associate under Section 6 and Section 7 of this BAA shall survive the tennination of this BAA. 8.3 This BAA shall be interpreted in the following manner: (a) Any ambiguity shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. (b) Any inconsistency between the BAA's provisions and the HIPAA Rules, including all amendments,as interpreted by the HHS,a court,or another regulatory agency with authority over the Parties, shall be interpreted according to the interpretation of the I IHS, the court,or the regulatory agency. (c) Any provision of this BAA that differs from those required by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules,shall be adhered to as stated in this BAA. 8.4 This BAA constitutes the entire agreement between the parties related to the subject matter of this BAA, except to the extent that the Underlying Agreement imposes more stringent requirements related to the use and protection of PHI upon Business Associate.This BAA supersedes all prior negotiations, discussions, representations, or proposals, whether oral or written. This BAA may not be modified unless done so in writing and signed by a duly authorized representative of both parties. If any provision of this BAA, or part thereof, is found to be invalid,the remaining provisions shall remain in effect. 8.5 This BAA will be binding on the successors and assigns of the Covered Entity and the Business Associate. However,this BAA may not be assigned, in whole or in part, without the written consent of the other party. Any attempted assignment in violation of this provision shall be null and void. 8.6 This BAA may be executed in two or more counterparts,each of which shall be deemed an original, 8.7 Except to the extent preempted by federal law, this BAA shall be governed by and construed in accordance with the same internal laws as that of the Underlying Agreement. [End of Addendum] Page 26 of 26 DATE(MM/DD/YYYY) ACCO " CERTIFICATE OF LIABILITY INSURANCE 08/04/2025 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 Yeni Linarea NAME: iSure Insurance Brokers,Inc. a/CNN Ext: (305)223-2533 a/c,No: (305)220-0765 8950 SW 74th Court E-MAIL Yeni@iSureBrokers.com ADDRESS: Suite 2201 INSURER(S)AFFORDING COVERAGE NAIC# Miami FL 33156 INSURERA: Hartford Underwriters Insurance Company 30104 INSURED INSURER B: Travelers Indemnity Co.of America 25666 Caballero,Fierman,Llerena&Garcia,LLP INSURER C: Travelers Casualty&Surety Company of America 31194 8950 SW 74th Court,Ste 1210 INSURER D: INSURER E: Miami FL 33156 INSURER F: COVERAGES CERTIFICATE NUMBER: CL24122708164 REVISION NUMBER: THIS IS TO CERTIFYTHATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTOTHE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE FX OCCUR PREM SES Ea occurrDence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 21 SBABA3EO1 09/30/2024 09/30/2025 PERSONAL&ADV INJURY $ 2,000,000 MOTHER LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑PECT ❑ LOC PRODUCTS-COMP/OPAGG $ 4,000,000 : $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y 21 SBABA3EO1 09/30/2024 09/30/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION X STER ATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ❑ N/A UB8J849698 01/01/2025 01/01/202 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBER EXCLUDED? 6 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability Each $1,000,000 C 106805268 09/30/2024 09/30/2025 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CPA.Locations: 8950 SW 74th Court,Ste 1210,Miami,FL,33156.1930 Harrison St.Suite 101,Hollywood,FL,33020.2255 Glades Road,Suite 324A,Boca Raton,FL, 33431. Certificate holder included as Additional Insured when required by a written and executed contract subject to the attached endorsements. APPROVED BY RISK MANAGEMENT BY &. XczrL "� 1"4 DATE 8.05.25 WAIVER N/A X YES CERTIFICATE HOLDER CANCELLATION SHOULDANY OF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners.Attn:Risk ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key west FL 33040 ©1988-2015�ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00001279 LOC#: A"'' " "� ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED iSure Insurance Brokers,Inc. Caballero,Fierman,Llerena&Garcia,LLP POLICY NUMBER CARRIER 7-CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes CRIME&CYBER POLICY#106701406 Policy effective:03/15/2024 to 03/15/2025. Company:Travelers Casualty and Surety Company of America. Limit of Crime Insurance$500,000 Limit of Cyber Insurance$1,000,000. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE 141 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 141 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 141 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)