Okaloosa County BOCC — September 20, 2016 — TripShock Agreement — reading text

destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If TripShock keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. Section 9. Miscellaneous. Except as otherwise set forth herein, this Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other. The descriptive paragraph headings of this Agreement are inserted for convenience only and are not intended to and shall not be construed to limit, enlarge, or affect the scope or intent of this Agreement nor the meaning of any provision hereof. This Agreement and the rights and obligations of the parties hereto shall be governed, construed, and enforced in accordance with the laws of the State of Florida. . This Agreement may be executed in any number of counterparts, each when taken together shall constitute a single valid and binding instrument. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter, and it is agreed that there are no terms, understandings, representations or warranties, express or implied, other than those set forth herein. This Agreement shall not be amended, modified in any respect, or terminated without the prior written consent of each party hereto. In the event any provision hereof is deemed to be unenforceable or against public policy, then such provision shall be deemed omitted from this Agreement and to the extent possible such provision shall be replaced with an enforceable provision which corresponds with the spirit of the omitted provision, and no other provision of this Agreement shall be affected by such omission or unenforceability. . The parties further expressly agree that jurisdiction and venue for any actions concerning the enforcement, construction, or interpretation of this Agreement shall be in any state court in Okaloosa County, Florida, or in the Division of the Federal District Court for the Northern District of Florida that serves Okaloosa County, Florida. . The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement. TripShock agrees to pay all sales, use, or other taxes, assessments and other similar charges when due now or in the future, required by any local, state or federal law, including but not limited to such taxes and assessments as may from time to time be imposed by the County. TripShock further agrees that it shall protect, reimburse and indemnify County from and assume all liability for its tax and assessment obligations under the terms of this Agreement. . The County shall have the right from time to time at its sole expense to audit the compliance by TripShock with the terms, conditions, obligations, limitations, restrictions and requirements of this Agreement and such right shall extend for a period of three (3) years after termination of this Agreement. (The remainder of this page intentionally left blank) IN WITNESS WHEREOF, his Agreement shall be effective as of the day and year first above written and has been executed by the undersigned as provided below. ATTEST: J.D. Peacock II, Clerk ATTEST: \/ 4 WIINE OKALOOSA COUNTY Charles K. Windes, Jr., Chairman Date: Emerald Memories, Inc. %f e 1/l 77 ’ ® ACORD g—/ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/23/2016 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 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 gmg\cr Hiscox Inc PHONE . (888) 202-3007 o Mok 520 Madison Avenue E’%Aé'éss: contact@hiscox.com 32nd Floor INSURER(S) AFFORDING COVERAGE NAIC# New York, NY 10022 INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B : Emerald Memories Inc INSURERC : 35 Red Bay Court INSURER D : INSURERE : Santa Rosa Beach FL 32459 INSURER F : COVERAGES CERTIFICATE NUMBER: 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. ADDL[SUBR,| INSR POLICY EFF | POLICY EXP LTR TYPE OF INSURANCE INSD | WvD POLICY NUMBER (MM/DDIYYYY) | (MM/DD/YYYY) LIMITS COMMERGIAL GENERAL LIABILITY EACH OGCURRENCE $ D DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) § MED EXP (Any one person) $ PERSONAL & ADV INJURY | § GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY i D LOC PRODUCTS - COMP/OP AGG | § OTHER: $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea actident) $ ANY AUTO BODILY INJURY {Per person) | § ALL OWNED SCHEDULED " AUTOS AUTOS BODILY INJURY (Per accident)| $ NON-OWNED PROPERTY DAMAGE s HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED ] I RETENTION § $ WORKERS COMPENSATION PER TTH- AND EMPLOYERS' LIABILITY YN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? l:l N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE] § if yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | § A Professional Liabilly Y UDC-1324770-E0-16 01/31/2016 | 01/31/2017 Each Claim: $ 1,000,000 Aggregate: $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Okaloosa County is listed as an additional insured. CERTIFICATE HOLDER CANCELLATION Okaloosa County 5749 A Old Bethel Road Crestview, FL. 32536 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WiLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i : ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD