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HomeMy WebLinkAbout25507AGREEMENT INFORMATION AGREEMENT NUMBER 25507 NAME/TYPE OF AGREEMENT FLORIDA PROPERTY ADVISORS, LLC D/B/A INTEGRA REALTY RESOURCES - MIAMI/CARIBBEAN DESCRIPTION PROPOSAL/AUTHORIZATION FOR VALUATION & CONSULTING SERVICES/COCONUT GROVE SAILING CLUB/MATTER ID: 25-2 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 3/20/2025 DATE RECEIVED FROM ISSUING DEPT. 3/21/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: EXT. 1906 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Appraisal of Coconut Grove Sailing Club by Integra Realty Resources COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR/CHIEF PROCUREMENT OFFICER February 26, Annie Perez, CPPO 2025 110:45:09 EST SIGNATURE: aM1 K.., RISK MANAGEMENT February 26, Ann -Marie Sharpe 2025 I 10:49:47 EST SIGNATURE: [ttrni 6 CITY ATTORNEY matter 25-2 March 10, 202 5 ge01r9p215.: y III SIGNATURE: ..ae. &op. k wNsowe III ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER March 17, 2025 Larry Sprin , CPA I I5 55 :1 EDT 9 SIGNATURE:sPvi,4 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: DEPUTY CITY MANAGER March 18, 2025 Mai. 3Co llopk-Williams SIGNATURE .. ^4e^<<t,.^aw a CNeados.E4d CITY MANAGER March 20, 2025 1 -ri'OurOJQ15iggT SIGNATURE: C % ea,� CITY CLERK March 20, 2025 T'711: HPNIFEDT SIGNATURE: F— PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title 2/25/2025 Date: Procurement Requesting Client (305) 416-1949 Telephone Legal Service Requested: Matter 25-2: Appraisal of Coconut Grove Sailing Club by Integra Realty Resources Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: Appraisal of Coconut Grove Sailing Club by Integra Realty Resources 1. AWARD DELEGATED AUTHORITY: El Chief Procurement Officer — Authority level of $25,000.00 ❑ City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE IZI PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ❑ PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT IZI OTHER (Please explain): Engagement Letter approved by City Attorney 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. N/A 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? N/A 6. WHAT IS THE SCOPE OF SERVICES? Appraisal Services 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? N/A 8. IS THE AWARDEE INCUMBENT? N/A Updated 1/29/2025 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10.WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? PROFESSIONAL SERVICES UNDER $25,000 Updated 1/29/2025 Integra Realty Resources Miami I Caribbean February 12, 2025 Mr. David Pivovarov The City of Miami 444 SW 2nd Ave Miami, FL 33130 9155 S. Dadeland Boulevard Suite 1208 Miami, FL 33156 T 305.670.0001 TF 305.670.2276 miamicarib@irr.com www.irr.com SUBJECT: Proposal/Authorization for Valuation and Consulting Services Coconut Grove Sailing Club 2990 S Bayshore Dr Miami, FL 33133 (the "Subject") Dear Mr. Pivovarov: Upon your acceptance of this letter agreement, Integra Realty Resources —Miami I Caribbean ("IRR —Miami I Caribbean"), noted below as the "Contractor" will prepare a valuation (appraisal) of the Subject. The client and intended user for the assignment is to be The City of Miami. Liability to any other third parties is hereby excluded. The purpose of the appraisal is to provide an opinion of the Market Value as is of the Fee Simple interest in the subject as of a current date. In addition, we agree to provide an opinion of the ground lease market rent "as is" as well as the hypothetical ground lease market rent "as if completed" based on the re -development plans provided. The intended use of the appraisal is for the City of Miami to determine the level of return based on a ground lease renewal.. The appraisal will be prepared in conformance with and subject to, the latest edition of the Uniform Standards of Professional Appraisal Practice (USPAP) developed by the Appraisal Standards Board of the Appraisal Foundation, the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, the RICS Valuation Professional Standards and the International Valuation Standards of the IVSC. Mr. David Pivovarov The City of Miami February 12, 2025 Page 2 In accordance with our correspondence, the scope of this assignment will require us to consider all relevant and applicable approaches to value as determined during the course of our research, Subject Property analysis and preparation of the report. Federal banking regulations require banks and other lending institutions to engage appraisers where FIRREA compliant appraisals must be used in connection with mortgage loans or other transactions involving federally regulated lending institutions. Given that requirement, this appraisal may not be accepted by a federally regulated financial institution. The appraisal will be communicated in an Appraisal Report format as defined by USPAP, and more specifically, the Standard Format according to our internal report -type descriptions. The currency to be adopted with respect to the opinions of value is United States Dollars. All work will be performed under the direct supervision of the undersigned, together with other staff members. The appraisal and this letter agreement will be subject to our standard assumptions and limiting conditions a copy of which is attached as Attachment I, as well as the required RICS Required Disclosures which are attached as Attachment II. The total fee for this assignment will be USD $22,500 including expenses. The delivery date will be within 4 to 6 weeks from the date we receive the signed engagement. The 4 to 6 weeks agreed delivery date is contingent upon the absence of events outside our control, timely access for inspection of the properties, as well as our receipt of all requested information. The appraisal report is to be delivered electronically in PDF format. If requested, two hard copies of each appraisal report will be provided. Any remaining balance of the fees will be due and payable upon completion and delivery of the report(s). It is understood that interest (at the rate provided for in the Florida Local Government Prompt Payment Act) will accrue on any unpaid balance for compensation due after 45 days from the date of the invoice, subject to reduction pursuant to any applicable usury law. If the assignment is canceled by either party prior to completion, you agree to pay us for all our expenses and our time to date based upon the amount of actual of work completed. In addition to the terms and conditions contained herein, the parties agree to be bound by the terms included in the purchase order issued by the City, subject only to the modifications made in this Section. Any conflict between the terms of the Purchase Order and this Statement of Work shall be resolved in favor of this Statement of Work. The following provisions of the Purchase Order are deleted in their entirety: Section 10 (Warranty); Section 12 (Royalties and Patents); Section 13 (Payment); Section 23 (Uniform Commercial Code) and Section 25 (Bonding). Exhibit A-1 shall supersede and replace Section 24 (Insurance) of the Purchase Order for purposes of this Statement of Work IRR — Miami I Caribbean is an independently owned and operated company which is a trade name of the franchisee legally known as Florida Property Advisors, LLC. The parties hereto agree that its franchisor, Integra Realty Resources, Inc., ("Integra") shall not be liable for any claim arising out of or relating to any appraisal report or any information or opinions contained therein as such appraisal report is the sole and exclusive responsibility of IRR — Miami I Caribbean. In addition, it Mr. David Pivovarov The City of Miami February 12, 2025 Page 3 is expressly agreed that in any action which may be brought against IRR — Miami I Caribbean and/or any of its officers, owners, managers, directors, agents, subcontractors or employees (the "Integra Parties"), arising out of, relating to, or in any way pertaining to this engagement letter, the appraisal reports or any related work product, the Integra Parties shall not be responsible or liable for any incidental or consequential damages or losses unless the appraisal was fraudulent or prepared with intentional misconduct. It is further expressly agreed that the collective liability of the Integra Parties in any such action shall not exceed $2,000,000 which is the extent of the coverage on our Errors and Omissions insurance policy (unless the appraisal was fraudulent or prepared with intentional misconduct). The Ethics Rule of USPAP requires us to disclose to you any prior services we have performed regarding the Subject Property within a three-year period immediately preceding the acceptance of this assignment, either as an appraiser or in any other capacity. We have not performed any prior services regarding the subject property within the three-year period preceding this letter of engagement. Please be advised that we are not experts in the areas of building inspection (including mold), environmental hazards, ADA compliance (where applicable), or wetlands. Therefore, unless we have been provided with appropriate third -party expert reports, the appraisals will assume that there are no environmental, wetlands, or ADA compliance problems. The agreed -upon fees for our services assume the absence of such issues inasmuch as additional research and analysis may be required. Ilan expert is required, you are responsible for their selection, payment, and actions. In the event that we receive a subpoena or are called to testify in any litigation, arbitration, or administrative hearing of any nature whatsoever or as a result of this engagement or the related report, to which we are not a party, you agree to pay our then -current hourly rates for such preparation and presentation of testimony. • Nothing in this agreement is intended to operate as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. • Should there be any conflict between the terms of this Agreement and its attachments, then the conflict shall be resolved in favor of the following priority order: o Purchase Order, o Attachment III, o This Agreement, o Attachment I, and o Attachment II. If you are in agreement with the terms set forth in this letter (and the additional conditions in the attachments to this letter) and wish us to proceed with the engagement, please sign below and return one copy to us. Thank you for this opportunity to be of service and we look forward to working with you. Mr. David Pivovarov The City of Miami February 12, 2025 Page 4 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "Contractor" Florida Property Advisors, LLC d/b/a Integra Realty Resources — Miami/Caribbean ATTEST: By: By: Name: Donna Thurman Title: Office Manager ATTEST: CDocuSignetl by By. sDisssocFi 5 Todd B. Hannon City Clerk "Client — City of Miami" Name: James V. Andrews Title: Senior Managing Director CITY OF MIAMI, Signed by: a Florida municipal corporation By: l artur Noriuy. F_€.caza r�va.. Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: By: �DocuSignetl by: AorT. Riseui) Ill ,-68]]6E9FE6829613 DS George K. Wysong III 25-2 City Attorney REQUIREMENTS: By:tUrrii Ann -Marie Sharpe, Director Risk Management Mr. David Pivovarov The City of Miami February 12, 2025 Page 5 ATTACHMENT I ASSUMPTIONS & LIMITING CONDITIONS This appraisal will be based on the following assumptions, except as otherwise noted in the report. 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements, and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos on the property. 4. The compensation amount (or amount of revenue stamps) indicated on any deed or conveyance referenced herein indicating the sale price is in correct relation to the actual financial consideration of the transaction. 5. The property is in compliance with all applicable building, environmental, zoning, and other applicable laws, regulations, and codes. 6. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. 7. This appraisal is subject to the following limiting conditions, except as otherwise noted in the report. 8. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 9. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 10. No changes in any applicable laws, regulations, or codes (including, without limitation, the U.S. Internal Revenue Code) are anticipated. 11. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such a statement will be favorable and will be approved by the appropriate regulatory bodies. 12. We have made no boundary survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. 13. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. Mr. David Pivovarov The City of Miami February 12, 2025 Page 6 14. No opinion is expressed as to the value of subsurface oil, gas, or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 15. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability, and civil, mechanical, electrical, structural, and other engineering and environmental matters. 16. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 17. Information, estimates, and opinions contained in the report and obtained from third -party sources are assumed to be reliable and have not been independently verified. 18. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 19. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 20. No consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 21. The current purchasing power of the currency being used is the basis for the value stated in our appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 22. The value found herein is subject to these and to any other assumptions or conditions set forth in the body of this report, but which may have been omitted from this list of Assumptions and Limiting Conditions. 23. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic conditions, the absence of material changes in the competitive environment, and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material. 24. For appraisals of properties in the United States and its territories: The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of the property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. We claim no expertise in ADA issues and render no opinion regarding the compliance of the subject with ADA regulations. Inasmuch as compliance matches each owner's financial ability with the cost to cure the non -conforming physical characteristics of a property, a specific study of both the owner's financial ability and the cost Mr. David Pivovarov The City of Miami February 12, 2025 Page 7 to cure any deficiencies would be needed for the Department of Justice to determine compliance. 25. The appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries, and/or affiliates. It may not be used or relied upon by any other party. All parties who use or rely upon any information in the report without our written consent do so at their own risk. 26. No studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements, and our valuation is predicated upon the assumption that the subject property is free and clear of any environmental hazards including, without limitation, hazardous wastes, toxic substances, and mold. No representations or warranties are made regarding the environmental condition of the subject property and the person signing the report shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions, the appraisal report cannot be considered as an environmental assessment of the subject property. 27. The person signing the report may have reviewed available flood maps (where applicable and available) and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non-existent or minimal. 28. IRR — Miami I Caribbean is not a building or environmental inspector. IRR — Miami I Caribbean does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended. 29. The appraisal report and value conclusion for an appraisal assumes the satisfactory completion of construction, repairs, or alterations in a workmanlike manner. 30. IRR — Miami I Caribbean is an independently owned and operated company legally known as Florida Property Advisors, LLC which is a Franchisee of Integra Realty Resources, Inc. The parties hereto agree that its franchisor, Integra Realty Resources, Inc. ("Integra"), shall not be liable for any claim arising out of or relating to any appraisal report or any information or opinions contained therein as such appraisal report is the sole and exclusive responsibility of IRR — Miami Caribbean. In addition, it is expressly agreed that in any action which may be brought against IRR — Miami I Caribbean and/or any of its officers, owners, managers, directors, agents, subcontractors or employees (the "Integra Parties"), arising out of, relating to, or in any way pertaining to this engagement letter, the appraisal reports or any related work product, the Integra Parties shall not be responsible or liable for any incidental or consequential damages or losses, unless the appraisal was fraudulent or prepared with intentional misconduct. It is further expressly agreed that the collective liability of the Integra Parties in any such action shall not exceed $2,000,000 which is the amount covered by Errors and Omissions Insurance (unless the appraisal was fraudulent or prepared with intentional misconduct). It is expressly agreed that the fees charged herein are in reliance upon the foregoing limitations of liability. Mr. David Pivovarov The City of Miami February 12, 2025 Page 8 31. Integra (IRR) — Miami I Caribbean, an independently owned and operated company, has prepared the appraisal for the specific purpose stated elsewhere in the report. The intended use of the appraisal is stated in the General Information section of the report. We understand that our report may be disseminated to third parties for the clients' purposes, however, the reliance on the value conclusions stated in the appraisal report by anyone other than the Client is prohibited except as otherwise provided. Accordingly, the appraisal report is addressed to and shall be solely for the Client's use and benefit. Stated again for clarification, unless our prior written consent is obtained, no third party may rely on the appraisal report (even if their reliance was foreseeable). 32. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information, data obtained in public records, interviews, existing trends, buyer -seller decision criteria in the current market, and research conducted by third parties, and such data are not always completely reliable. Integra Realty Resources, Inc. and the undersigned are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions, we do not represent that these estimates will actually be achieved, as they are subject to considerable risk and uncertainty. Moreover, we assume competent and effective management and marketing for the duration of the projected holding period of this property. 33. All prospective value estimates presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as, but not limited to changes in the economy, interest rates, and capitalization rates, behavior of consumers, investors, and lenders, fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar to the future. As will be determined during the course of the assignment, additional extraordinary or hypothetical conditions may be required in order to complete the assignment. The appraisal shall also be subject to those assumptions. Mr. David Pivovarov The City of Miami February 12, 2025 Page 9 ATTACHMENT II RICS REQUIRED DISCLOSURES The valuation is to be in conformance with the latest edition of the RICS Valuation Professional Standards which incorporates the International Valuation Standards (IVS). We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. We confirm our independence with respect to the property that is the subject of this report or to the parties involved with this assignment. We confirm that we are acting as "external valuers" as defined by the RICS. In addition, we are in compliance with the RICS Valuer Registration Scheme, and IRR-Miami I Caribbean is registered as an RICS Regulated Firm. We confirm that we have attained the knowledge and skills to perform the valuation competently. The Scope of Work and valuation methodology to be used is to include all that is deemed typically necessary within the area of the valuation profession in order to ensure credible results. The client is not authorized to publish without the written consent of IRR-Miami I Caribbean the report in any form or provide copies to any parties other than the agreed intended users, and IRR-Miami Caribbean is not to be held liable to anyone other than these stated parties unless otherwise agreed to. Any information provided by the client stated as confidential, and not obtainable by another source will be kept confidential and not provided to any parties other than the client and any agreed intended users. If you wish to make a complaint, please provide this in writing to IRR-Miami I Caribbean. A copy of our complaints handling procedure is available on request. We also wish to point out that the valuation report may be subject to review by the RICS and their peer review representatives. Mr. David Pivovarov The City of Miami February 12, 2025 Page 10 ATTACHMENT III ADDITIONAL PROVISIONS REQUIRED BY THE CITY OF MIAMI ANTITRUST VIOLATOR VENDORS A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement 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 leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. ANTI -HUMAN TRAFFICKING IRR - MIAMI I CARIBBEAN confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. IRR - MIAMI I CARIBBEAN shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If IRR - MIAMI I CARIBBEAN fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to IRR - MIAMI I CARIBBEAN for any additional compensation or for any consequential or incidental damages. E-VERIFY By entering into this Agreement, IRR - MIAMI I CARIBBEAN and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." IRR - MIAMI I CARIBBEAN affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of IRR - MIAMI I CARIBBEAN; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that IRR - MIAMI I CARIBBEAN has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, IRR - MIAMI CARIBBEAN agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that IRR - MIAMI I CARIBBEAN shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but IRR - MIAMI I CARIBBEAN has otherwise complied with its requirements under those statutes, then IRR - MIAMI I CARIBBEAN agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be Mr. David Pivovarov The City of Miami February 12, 2025 Page 11 filed in the Circuit or County Court by the City, IRR - MIAMI I CARIBBEAN, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. NO THIRD -PARTY BENEFICIARY No persons other than IRR - MIAMI I CARIBBEAN and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. PUBLIC RECORDS A. IRR - MIAMI I CARIBBEAN understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. IRR - MIAMI I CARIBBEAN's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. IRR- MIAMI I CARIBBEAN shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, IRR - MIAMI I CARIBBEAN shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. SHOULD IRR - MIAMI I CARIBBEAN DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN IRR - MIAMI I CARIBBEAN SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF IRR - MIAMI I CARIBBEAN HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO IRR - MIAMI I CARIBBEAN'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. NO CONFLICT OF INTEREST Pursuant to the City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, IRR - MIAMI I CARIBBEAN hereby certifies to the City that no individual member of IRR - MIAMI CARIBBEAN, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also city employee or a member of any board, commission, or agency of Mr. David Pivovarov The City of Miami February 12, 2025 Page 12 the City. IRR - MIAMI I CARIBBEAN hereby represents and warrants to the City that throughout the term of this Agreement, IRR - MIAMI I CARIBBEAN, its employees, and its subcontractors will abide by this prohibition of the City Code. IRR - MIAMI I CARIBBEAN additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. VENUE This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall lie exclusively in the state and federal courts located in Miami -Dade County, Florida. For any disputes arising under this Agreement, excluding those regarding IRR - MIAMI I CARIBBEAN's indemnification obligations, each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion, memorandum, or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties' consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. NOTICES All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. AS TO IRR - MIAMI I CARIBBEAN AS TO THE CITY: Name: James V. Andrews Art Noriega City Manager Title: Senior Managing Director 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Address 1: 9155 S. Dadeland Blvd anoriega@miamigov.com Address 2: Ste 1208, Miami, FL 33156 WITH A COPY TO: Email: jandrews@irr.com George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov.com Annie Perez Director of Procurement 444 SW 2" Avenue, 6th Floor Miami, FL 33130 Email Mr. David Pivovarov The City of Miami February 12, 2025 Page 13 INSURANCE A. IRR - MIAMI I CARIBBEAN shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "A" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. IRR - MIAMI CARIBBEAN shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. IRR - MIAMI I CARIBBEAN shall correct any insurance certificates as requested by the City Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non - renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that IRR - MIAMI I CARIBBEAN shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by IRR - MIAMI CARIBBEAN of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by IRR - MIAMI I CARIBBEAN of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) clays prior to the date on which the requirements shall take effect. Should IRR - MIAMI I CARIBBEAN fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. IRR - MIAMI I CARIBBEAN understands and agrees that any and all liabilities regarding the use of any of IRR - MIAMI I CARIBBEAN's employees or any of IRR - MIAMI I CARIBBEAN's subcontractors for Services related to this Agreement shall be borne solely by IRR - MIAMI I CARIBBEAN throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. IRR - MIAMI I CARIBBEAN further understands and agrees that insurance for each employee of IRR - MIAMI CARIBBEAN and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. IRR - MIAMI I CARIBBEAN shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, IRR - MIAMI I CARIBBEAN shall be responsible for submitting new or renewed insurance certificates to the City Risk Management Director as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from IRR - MIAMI I CARIBBEAN in conjunction with the violation of the terms and conditions of this Agreement. Mr. David Pivovarov The City of Miami February 12, 2025 Page 14 E. Compliance with the foregoing requirements shall not relieve IRR - MIAMI I CARIBBEAN of its liabilities and obligations under this Agreement. INDEMNIFICATION A. IRR - MIAMI I CARIBBEAN shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by IRR - MIAMI I CARIBBEAN, IRR - MIAMI CARIBBEAN's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to IRR - MIAMI I CARIBBEAN's services which are applicable to the IRR - MIAMI CARIBBEAN, negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of IRR - MIAMI I CARIBBEAN and persons employed or utilized by IRR - MIAMI I CARIBBEAN in the performance of this Contract. IRR - MIAMI I CARIBBEAN shall further, hold the City, its officials, and employees, indemnify, save, and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory, or similar claims, injuries or damages arising or resulting from the Services. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), IRR - MIAMI I CARIBBEAN shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. IRR - MIAMI I CARIBBEAN expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by IRR - MIAMI I CARIBBEAN shall in no way limit the responsibility to indemnify, hold, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. B. The indemnification provided above shall obligate IRR - MIAMI I CARIBBEAN to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by IRR - MIAMI I CARIBBEAN, or persons or entities employed or utilized by IRR - MIAMI I CARIBBEAN. C. These duties will survive the cancellation or expiration of this Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. D. IRR - MIAMI I CARIBBEAN shall require all subcontractor agreements to include a provision that each subcontractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. IRR - MIAMI I CARIBBEAN agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of IRR - MIAMI I CARIBBEAN in which the City participated either through review or concurrence of IRR - MIAMI I CARIBBEAN's actions. In reviewing, approving, or rejecting any submissions by IRR - MIAMI I CARIBBEAN or other acts of IRR - MIAMI I CARIBBEAN, the City, in no way, assumes or shares any responsibility or liability of IRR - MIAMI I CARIBBEAN or subcontractor under this Contract. E. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by IRR - MIAMI I CARIBBEAN. ELECTRONIC SIGNATURES/COUNTERPARTS Mr. David Pivovarov The City of Miami February 12, 2025 Page 15 This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. PURCHASE ORDER PROVISIONS The parties agree that Contractor is not providing goods under this Statement of Work. The parties also agree that the following provisions of the Purchase Order are deleted in their entirety: Section 10 (Warranty); Section 12 (Royalties and Patents); Section 13 (Payment); Section 23 (Uniform Commercial Code) and Section 25 (Bonding). Exhibit A-1 shall supersede and replace Section 24 (Insurance) of the Purchase Order for purposes of this Statement of Work. City of Miami ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: EXHIBIT B a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Florida Property Advisors (dba) Integra Realty Resources Name: James Andrews Signature of Officer: Office Address: 9155 S Dadeland Officer Title: uite 1208 Miami, FL 33156 Senior Managing Director Email Address: Miamicarib c@irr.com FEIN No.2 /7 - 4/0 /2 /5 /9 /9 /9 STATE OF Florida COUNTY OF Miami -Dade Main Phone Number: 305-670-0001 Fact 348 The foregoing instrument was sworn to and subscribed before me by means of Ca physical presence or O online notarization, this 6th d• , o February h, James Andrews , as the authorized officer or representative for the nongovernmental entity.. He/ • is personally known to me (NOTARY PUBL -._ DONNA M THURMAN Notary Public - State of Florida Commission # HH 100580 My Comm. Expires Mar 4, 2025 Bonded through National Notary Assn. My Commission Expires: March 4, 2025 Signature of Person Taking Oath Donna Thurman (Printed, Typed, or Stamped Name of Notary Public) ACOREP CERTIFICATE OF LIABILITY INSURANCE `---- DATE(MM/DD/YYYY) 2/6/2025 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 Sihle Insurance Group Inc. 1021 Douglas Ave. Altamonte Springs FL 32714 CONTACT NAME: Certificate Department PHONE FAX (A/C No Ext): 407-869-5490 (A/C, No): 407-389-3580 E-MAIL ADDRESS: Certificates@sihle.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Sentinel Insurance Company Ltd. 11000 INSURED FLORPRO-01 Florida Property Advisors LLC 2770 Horseshoe Drive Suite 3 Naples FL 34104 INSURER B : INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 236085722 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF-.., (MMIDDn'YYYI. POLICY EXP ` (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 21SBABX0870 allik<1( 2/1/2025 ! 2/1/2026 EACHOCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO - JECT PER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 Deductible $0 A AUTOMOBILE X LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY 21SBABX0870 • 2/1/2025 2/1/2026 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE 21SBABX0870 2/1/2025 2/1/2026 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ DED X RETENTION $ 1 n,nnn $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE 7E.L. OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER STATUTE OTH- ER EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) LOCATIONS: 1) 2770 Horsehoe Drive, Naples, FL 34104 2) 326 N. Magnolia Avenue, Orlando, FL 32801 3) 9155 S. Dadeland Blvd., Suite 1208, Miami, FL 33156 City of Miami is included as additional insureds on a primary/non-contributory basis on the general liability as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami FL 33130 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® CERTIFICATE OF LIABILITY INSURANCE ilka.---- DATE(MM/DD/YYYY) 2/6/2025 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 Accretive Global Risk Advisors, LLC dba Libertate Insurance Services 20 N. Orange Avenue, Suite 500 Orlando, FL 32801 www.libertateins.com CONTACT NAME: Sidecar HR, LLC PHONE FAX (A/C No Ext): (A/C, No): E-MAIL DD ESS: kbassett@sidecarhr.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Key Risk Insurance Company 10885 INSURED Sidecar, HR, LLC, Sidecar HR II, LLC, Sidecar HR III, LLC, Sidecar HR IV, LLC 1000 Legion Place, Suite 860 Orlando -FL 32801 INSURER B : INSURERC: INSURERD: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 83871857 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF-.., (MMIDDn'YYYI. POLICY EXP ` (MMIDD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY allik<1( ��rJ/� +a / ® EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO - JECT PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY ♦ COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ 1 KEYPE000002601 9/1/2024 9/1/2025 �/OOTH STATUTE E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1 ,000,000 E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PEO Client: Florida Property Advisors, LLC dba Integra Realty Resources Effective: 02/01/2018 Coverage is extended to the leased employees of alternate employer in all states except in monopolistic states. Waiver of Subrogation is included in favor of the certificate holder. CERTIFICATE HOLDER CANCELLATION City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami FL 33130 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 Paul R. Hughes ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 83871857 LCMHOLD-01 I Key Risk 24-25 Master WITH BWOS l Keri Bassett 1 2/6/2025 3:14:23 PM (EST) Page 1 of 2 This certificate cancels and supersedes ALL previously issued certificates. ACORD CERTIFICATE OF LIABILITY INSURANCE `.---- DATE(MM/DD/YYYY) 2/6/2025 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 Arthur J. Gallagher Risk Management Services, LLC 500 N Brand Boulevard, Suite 100 Glendale CA 91203 License#: 0D69293 CONTACT NAME: LARealEstateCerts@ajg.com PHONE FAX (A/C No Ext): 818-539-1247 (A/C, No): 818-539-1804 E-MAIL ADDR ESS: LARealEstateCerts@ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Underwriters at Lloyd's, London 32727 INSURED INTEREA-03 Florida Property Advisors, LLC DBA Integra Realty Resources - Miami 9155 South Dadeland Blvd, Suite 1208 Miami FL 33156 INSURERB: Bridgeway Insurance Company 12489 INSURERC: INSURERD: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 1165704417 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AINSD DDL UBR W SVD POLICY NUMBER POLICY YTYEFFf, (MMIDDn'YYYI. POLICY EXP (MMIDD/YYYY) ` LIMITS COMMERCIAL GENERAL LIABILITY amilk<1( ��rJ/� +a / / EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO - JECT PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE 7E.L. OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA PER STATUTE OTH- ER EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B A Errors & Omissions *E&O Deductible Reimbursement 8GA7PL0002040-03 PRFDR 46-APP200-30692-201 3/14/2025 3/14/2025 3/14/2026 3/14/2026 Each Claim EaClaim/Aggregate* $2M / $10M $150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Location: 9155 South Dadeland Blvd, Suite 1208, Miami, FL 33156 Evidence only. *Policy is subject to $25,000 Self Insured Rentention/Deductible payable by local office. This certificate of insurance is not a policy of insurance and does not affirmatively or negatively amend, extend or alter the coverage afforded by the policy to which the certificate of insurance makes reference. Retro Date: June 22, 1990 CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI 444 SW 2nd Avenue, 6th Floor Miami FL 33130 USA 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SPECIAL PROPERTY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and our refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to the SECTION G - PROPERTY DEFINITIONS. A. COVERAGE We will pay for direct physical loss of or physical damage to Covered Property at the premises described in the Declarations (also called "scheduled premises" in this policy) caused by or resulting from a Covered Cause of Loss. 1. Covered Property Covered Property as used in this policy, means the following types of property for which a Limit of Insurance is shown in the Declarations: a. Buildings, meaning only building(s) and structure(s) described in the Declarations. including: (1) Completed additions; (2) Permanently installed: (a) Fixtures; (b) Machinery; and (c) Equipment; (3) Outdoor fixtures; (4) Your personal property in apartments, rooms or common areas furnished by you as land'ord; (5) Building Glass, meaning glass that is part of a building or structure; (6) Personal property owned by you that is used to maintain or service the buildings or structures on the premises, including: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; and (d) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; and (7) If not covered by other insurance: (a) Additions under construction, alterations and repairs to the buildings or structures; (b) Materials, equipment, supplies and temporary structures, on or within 1,000 feet of the "scheduled remises", used for making a:1r'tions, alterations or repairs to f'ie buildings or structures. b. .k.sihess Personal Property located in or in the building(s) described in the Declarations at the "scheduled premises" or in the open (or in a vehicle) within 1,000 feet of the "scheduled premises", including: (1) Property you own that is used in your business; (2) Tools and equipment owned by your employees, which are used in your business operations; Property of others that is in your care, custody or control; (4) "Tenant Improvements and Betterments"; and Leased personal property for which you have contractual responsibility to insure, unless otherwise provided for under Personal Property of Others. 2. Property Not Covered Covered Property does not include: a. Aircraft, automobiles, motor trucks and other vehicles subject to motor vehicle registration; b. Automobiles held for sale; c. "Money", bullion, numismatic and philatelic property and bank notes or "securities" except as provided in any Additional Coverages or Optional Coverages. Lottery tickets held for sale and postage stamps in current use and having face value are not "securities". (3) (5) d. Contraband, or property in the course of illegal transportation or trade; Form SS 00 07 07 05 Page 1 of 25 SPECIAL PROPERTY COVERAGE FORM e. Land (including land on which the property is located), water, growing crops or lawns; f. Outdoor fences, radio or television antennas (including satellite dishes), including their lead in wiring, masts or towers, signs (other than signs attached to buildings), trees, shrubs or plants (other then those held for sale or sold but not delivered), except as any of these may be provided in the: (1) Outdoor Property Coverage Extension; or (2) Outdoor Signs Optional Coverage; Watercraft (including motors, equipment and accessories) while afloat; h. The cost to research, replace or restore the information on "valuable papers and records", except as may be provided in any Coverage Extensions or Optional Coverages. i. "Data" and "software" which exists on electronic "media" including the cost to research, replace or restore them, except as may be provided for in any Additional Coverages or Optional Coverages. Accounts, bills, food stamps, other evidences of debt, accounts receivable or "valuable papers and records"; except as otherwise provided for in this policy. 3. Covered Causes of Loss g• J• RISKS OF DIRECT PHYSICAL LO the loss is: a. Excluded in Section B., EXCLUSIONS; or b. Limited in Paragraph A.4. Limitations; that follow. 4. Limitations a. We will not pay fa direct loss of or damage to: (1) Property that is missing, where the only evidence of the direct physical loss or physical damage is a shortage disclosed on taking inventory, or other instances where there is no physical evidence to show what happened to the property. This limitation does not apply to the Additional Coverage for "Money" and "Securities". (2) Property that has been transferred to a person or to a place outside the "scheduled premises" on the basis of unauthorized instructions. The interior of any building or structure caused by or resulting from rain, snow, sleet, ice, sand or dust, whether driven by wind or not, unless: (a) The building or structure first sustains physical damage by a (3) Covered Cause of Loss to its roof or walls through which the rain, snow, sleet, ice, sand or dust enters; or (b) The direct physical loss or physical damage is caused by or results from thawing of snow, sleet, or ice on the building or structure. b. Pets and animals are covered only if: (1) They are inside the building; and (2) They are owned by others and boarded by you, or owned by you and held for sale or sold but not delivered. And then we will pay only if they are killed, stolen, or their destruction is made necessary by a "specified cause of loss". For direct physical loss or physical da>ge by "theft", the following types of rty are covered only up to the limits shown: (1) $2,500 for furs, fur garments and garments trimmed with fur; (2) $5,000 for jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals. This limit does not apply to jewelry and watches worth $500 or less per item; (3) $2,500 for patterns, dies, molds and forms; and (4) $500 for stamps, lottery tickets held for sale and letters of credit. d. Unless specifically provided under a separate endorsement and with a specific Limit of Insurance indicated in the Declarations, we will not pay for direct physical loss of or physical damage to "perishable stock" caused by or resulting from: (1) A change in temperature or humidity resulting from: (a) Mechanical breakdown or failure of: (i) Stationary heating plants; or (ii) Refrigerating, cooling, or humidity control apparatus or equipment; (b) Artificially generated electric current, including electric arcing, that disturbs electrical devices, appliances or wires; or (c) Complete or partial failure of electric power on your "scheduled premises". (2) Contamination by refrigerant. c. Page 2 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM With respect to Buildings: (a) 5. Additional Coverages a. Collapse (1) Collapse means an abrupt falling down or caving in of a building or any part of a building with the result that the building cannot be occupied for its intended purpose; (b) A building or any part of a building that is in danger of falling down or caving in is not considered to be in a state of collapse; (c) A part of a building that is standing is not considered to be in a state of collapse even if it has separated from another part of the building; (d) A building that is standing or any part of a building that is standing is not considered to be in a state of collapse even if it shows evidence of cracking, bulging, sagging, bending, leaning, settling, shrinkage, or expansion. (2) We will pay for direct physical loss or physical damage caused by or resulting from risks of collapse of a building or any part of a building that is insured by this policy caused only by one or r r of',.ne c)following: (a) "Specified cause loss" �r �� breakage of bui ass, if s,u 1� loss or break a was covered y this policy; (b) Decay ghat hidden from view, unlese presence of such decay was known to an insured prior to collapse; (c) Insect or vermin damage that is hidden from view, unless the presence of such damage is known to an insured prior to collapse; (d) Weight of people or personal property; (e) Weight of rain that collects on a roof; and Use of defective material or methods in construction, remodeling or renovation if the collapse occurs during the course of the construction, remodeling or renovation. (f) (3) The criteria set forth in Paragraphs (1)(a) through (1)(d) do not limit the coverage otherwise provided under this Additional Coverage for the Causes of Loss listed in Paragraph (2)(a), (2)(d), and (2)(e). If the collapse is caused by a Covered Cause of Loss listed in Paragraphs (2)(b) through (2)(f), we will pay for direct physical loss of or physical damage to the property listed below, but only if such physical loss or physical damage is a direct result of the collapse of a building insured under this policy, and the property is property covered under this policy: (a) Awnings; gutters and downspouts; yra fixtures; outdoor swimming pools; piers, wharves and docks; beach or diving platforms or appurtenances; retaining walls; walks, roadways and other paved surfaces. (4) If personal property abruptly falls down or caves in and such collapse is not the result of collapse of a building, we will pay for loss or damage to Covered Property caused by such collapse of personal property only if (a) The collapse was caused by a cause of loss listed in Paragraphs (2)(a) through (2)(f) of this Additional Coverage; (b) The personal property which collapses is inside a building; and (c) The property which collapses is not of a kind listed in Paragraph (3) above, regardless of whether that kind of property is considered to be personal property or real property. The coverage stated in this Paragraph (4) does not apply to personal property if marring or scratching is the only damage to that personal property caused by the collapse. Collapse of personal property does not mean cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion. This Additional Coverage, Collapse, will not increase the Limits of Insurance provided in this policy. (5) Form SS 00 07 07 05 Page 3 of 25 SPECIAL PROPERTY COVERAGE FORM b. Debris Removal (1) We will pay your expense to remove debris of Covered Property caused by or resulting from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the earlier of: (a) The date of direct physical loss or physical damage; or (b) The end of the policy period. (2) The most we will pay under this additional Coverage is 25% of the amount we pay for the direct loss of or physical damage to Covered Property plus the deductible in this policy applicable to that physical loss or physical damage. But this limitation does not apply to any additional Debris Removal limit provided in the Limits of Insurance section. (3) This Additional Coverage does not apply to costs to: (a) Extract "pollutants and contaminants" from land; or (b) Remove, restore or ''ri'r - polluted or contaminat .n. water. c. Equipment Breakdown (1) We will pay for dir CAZIfsical loss or physical damage ' aused by or resulting from an Equipment Breakdown Accident to Equipment Breakdown Property. Equipment Breakdown Accident means: or (a) Mechanical breakdown, including rupture or bursting caused by centrifugal force. (b) Artificially generated electric current, including electric arcing, that disturbs electrical devices, appliances or wires. (c) Explosion of steam boilers, steam piping, steam engines or steam turbines owned or leased by you, or operated under your control. (d) Physical loss or physical damage to steam boilers, steam pipes, steam engines or steam turbines caused by or resulting from any condition or event inside such boilers or equipment. (e) Physical loss or physical damage to hot water boilers or other water heating equipment caused by or resulting from any condition or event inside such boilers or equipment. Equipment Breakdown Property means Covered Property built to operate under vacuum or pressure, other than weight of contents, or used for the generation, transmission or utilization of energy. TheA following is not Equipment Bre4 down Property: Any structure, foundation, cabinet, compartment or air supported structure building; (b) Any insulating or refractory material; (c) Any sewer piping, any underground vessels or piping, any piping forming a part of a sprinkler system, water piping other than boiler feed water piping, boiler condensate return piping, or water piping forming a part of a refrigerating or air conditioning system; (d) Any vehicle or any equipment mounted on a vehicle. As used here, vehicle means any machine or apparatus that is used for transportation or moves under its own power. Vehicle includes, but is not limited to, car, truck, bus, trailer, train, aircraft, watercraft, forklift, bulldozer, tractor or harvester. However, any property that is stationary, permanently installed at a "scheduled premises" and that receives electrical power from an external power source will not be considered a vehicle. (e) Any equipment manufactured by you for sale. (2) Coverage Extensions The following coverage extensions apply only to direct physical loss or physical damage caused by or resulting from an Equipment Breakdown Accident: Page 4 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM (a) Hazardous Substances We will pay in any one occurrence for the additional cost, not to exceed $50,000, to repair or replace Covered Property because of contamination by a hazardous substance. This includes the expenses to clean up or dispose of such property. Hazardous substance means any substance that is hazardous to human health or that has been declared by a government agency to be hazardous to human health. Additional cost in this extension means those beyond what would have been required had no hazardous substance been involved. This limit is part of and not in addition to the Limits of Insurance for Covered Property. (b) Expediting Expenses With respect to your damaged Covered Property, we will pay in any one occurrence, up $50,000, for the reason necessary additional e you incur to: (i) Make temporary rep s; or nIO (ii) Expedite perm anent repa s rV permanent cerilacement. (c) Defense If a clL'rr or "suit' is brought again "4o.: alleging that you are liable rir damage to property of another in your care, custody or control directly caused by Equipment Breakdown we will either: (i) (ii) Defend you against the claim or "suit," but keep for ourselves the right to settle it at any point. (d) Supplementary Payments We will pay, with respect to any claim or "suit' we defend: (i) All expenses we incur; (ii) The cost of bonds to release attachments, but only for bond Settle the claim or "suit'; or amounts within the Limit of Insurance. We do not have to furnish these bonds; (iii) All reasonable expenses incurred by you at our request to assist us in the investigation or defense of the claim or "suit" including actual loss of earnings up to $100 a day because of time off from work; (iv) All costs taxed against you in any "suit" we defend; (v) Prejudgment interest awarded against you on that part of the judgment we pay. If we make an offer to pay the applicable Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer; and (vi) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the Limit of Insurance shown in the Declarations. These payments will not reduce the Limit of Insurance shown in the Declarations. (e) Business Income and Extra Expense Extension The Business Income and Extra Expense Additional Coverages are extended to provide coverage for a tenant who has a loss of income from the lack of heating, cooling or power as a result of equipment breakdown to mechanical, electrical or pressure equipment of the building owner. If Equipment Breakdown Property requires replacement due to an Equipment Breakdown Accident, we will pay your additional cost to replace it with equipment that is better for the environment, safer or more efficient than the equipment being replaced. However, we will not pay more than 125% of what the cost would have been to repair or replace with property of (f) Form SS 00 07 07 05 Page 5 of 25 SPECIAL PROPERTY COVERAGE FORM (3) comparable material and quality. This coverage does not increase any of the applicable limits. This coverage does not apply to any property indicated as being valued on an Actual Cash Value basis. If you wish to retrofit air conditioning or refrigeration equipment that utilizes a refrigerant containing CFC (chlorofluorocarbon) substances to accept a non-CFC refrigerant or replace the system with a system using a non-CFC refrigerant, we will consider this better for the environment. Any associated Business Income or Extra Expense will be included in determining the additional cost, if Business Income and Extra Expense apply to this policy. Additional Condition - Bankruptcy The bankruptcy or insolvency of you or your estate will not relieve us of any obligation under this Additional Coverage. (4) Jurisdictional Inspections: If any boiler or pressure vess.I requires inspection to com with state or municipal boiler an p ssurv\.)vessel regulations,w re- t perform such inspi on behalf. d. Fire Department '/Ice Charge When the fire de rtment is called to save or protect `- ed Property from a Covered Caus= of Loss, we will pay up to $25,000 in any one occurrence for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. e. Fire Extinguisher Recharge We will pay to cover your expenses for recharge of your hand fire extinguishers when they are emptied while fighting fire. f. Forgery (1) We will pay for loss resulting directly from forgery or alteration of any check, draft, promissory note, or similar written promises, orders or directions to pay a sum certain in "money" that you or your g• agent has issued, or that was issued by someone who impersonates you or your agent. This includes written instruments required in conjunction with any credit, debit, or charge card issued to you or any "employee" for business purposes. (2) If you are sued for refusing to pay any Covered Instrument on the basis that it has been forged or altered, and you have our written consent to defend against the "suit", we will pay for any reasonable expenses that you incur and pay in that defense. We will pay for loss resulting directly from your having accepted in good faith, in exchange for merchandise, "me; v" or services: (a) N rsiey orders, including counterfeit :noney orders, of any United States or Canadian post office, express company or national or state (or Canadian) chartered bank that are not paid upon presentation; and (b) Counterfeit United States or Canadian paper currency. (4) The most we will pay in any one occurrence, including legal expenses, under this Additional Coverage is $5,000, unless a higher Limit of Insurance is shown in the Declarations. (3) Glass Expense We will pay for necessary expenses incurred to: (1) Put up temporary plates or board up openings if repair or replacement of damaged glass is delayed; (2) Repair or replace encasing frames; and (3) Remove or replace obstructions when repairing or replacing glass that is part of a building. This does not include removing or replacing window displays. h. Lock and Key Replacement We will pay up to $1,000 in any one occurrence for the re -keying of locks or the repair or replacement of locks at "scheduled premises" following the theft or the attempted theft of keys by burglars. i. Money and Securities (1) We will pay for loss of "money" and "securities" used in your business while Page 6 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM J. at a bank or savings institution, within your living quarters or the living quarters of your partners or any employee having use and custody of the property, at the "scheduled premises", or in transit between any of these places, resulting directly from: (a) "Theft"; (b) Disappearance; or (c) Destruction. (2) In addition to the Limitations and Exclusions applicable to property coverage, we will not pay for loss: (a) Resulting from accounting or arithmetical errors or omissions; (b) Due to the giving or surrendering of property in any exchange or purchase; or (c) Of property contained in any "money" -operated device unless a continuous recording instrument in the device records the amount of "money" deposited in the "money" - operated device. The most we will pay for loss in any one occurrence is: (a) The limit shown in the Declarr bns for Inside the Premi s for "money" and "securities\ (I) In or on the "scheduled' premises"; or (ii) Within a bank or savings institution; and (3) (b) The limi for 0 "mone wn in the Declarations the Premises for and "securities" while anywhere else. (4) All loss: (a) Caused by one or more persons; or (b) Involving a single act or series of related acts; is considered one occurrence. (5) You must keep records of all "money" and "securities" so we can verify the amount of any loss or damage. Ordinance or Law (1) If a Covered Cause of Loss occurs to covered Building property, we will pay on a "scheduled premises" any of the following costs that are caused by enforcement of an ordinance or law: V Undamaged Part (a) For loss to the undamaged portion of the Building that requires the demolition of parts of the same property not damaged by a Covered Cause of Loss provided that any such ordinance or law resulting in this type of loss: (I) Regulates the construction or repair of buildings, or establishes zoning or land use requirements at the "scheduled premises"; and (ii) Is in force at the time of the loss. The most we will pay in any one currence for this coverage is 000 as a Limit of Insurance. lition Cost !b) The cost to demolish and clear the site of undamaged parts of the property caused by enforcement of a building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. Increased Cost of Construction (c) The increased cost to repair, rebuild or reconstruct the covered property, caused by enforcement of a building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. "Tenants Improvements and Betterment" (d) The increased cost to repair, rebuild or reconstruct "tenant's improvements and betterments" caused by enforcement of building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. (2) Additional Exclusions We will not pay under this Additional Coverage for: (a) The enforcement of any ordinance or law which requires the demolition, repair, replacement, reconstruction, remodeling or Form SS 00 07 07 05 Page 7 of 25 SPECIAL PROPERTY COVERAGE FORM (3) remediation of property due to contamination by "pollutants and contaminants" or due to the presence, growth, proliferation, spread of any activity of "fungi", wet or dry rot, bacteria or virus; or (b) The costs associated with the enforcement of any ordinance or law which requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants or contaminants", "fungi", wet or dry rot, bacteria or virus. (c) Loss caused by, resulting from, contributed to or aggravated by earthquake or volcanic eruption. (d) Loss due to an ordinance or law that: (i) You were required to comply with before the loss even if the building was undamaged; and (ii) You failed to comply with. Additional Limitations — Loss tc Undamaged Portion of Buildin Subject to the limit stated in P:r -h A.5.j.(1)(a), the insurance. • sided under this Additional Coverage for I/ l in value to the undamaged porn nV the building is limited as follows: (a) If Replacement Cost applies and the property is repaired or replaced on the same or another premises, we will not pay more for physical Toss of or physical damage to designated Building property, including Toss caused by enforcement of an ordinance or law, than: (i) The amount you actually spend to repair, rebuild or reconstruct the Building, but not for more than the amount it would cost to restore the Building on the same premises; and (ii) The amount it would cost to restore the undamaged portion to the same height, floor area, style and comparable quality of the original property insured. (b) If the Building(s) Full Value Endorsement applies and the property is repaired or replaced on the same or another premises, we will not pay more for physical loss of or physical damage to designated Building property, including loss caused by enforcement of an ordinance or law, than: (i) The amount you actually spend to repair, rebuild or reconstruct the Building, but not for more than the amount it would cost to restore the Building on the same premises; and (ii) The amount it would cost to restore the undamaged portion to the same height, floor area, style and comparable quality of the original property insured. (c) If Replacement Cost or the Building(s) Full Value Endorsement applies and the property is not repaired or replaced, or if Actual Cash Value applies, then we will not pay more for physical loss of or physical damage to designated Building property, including loss caused by enforcement of an ordinance or law, than the lesser of: (i) The Actual Cash Value of the Building at the time of loss; or (ii) The Limit of Insurance applicable to the covered Building property stated in Paragraph A.5.j.(1)(a). (4) Additional Limitation — Demolition Cost We will not pay more than the lesser of: (a) The amount actually spent to demolish and clear the site of the "scheduled premises"; or (b) The applicable Demolition Cost Limit of Insurance as stated in Paragraph A.5.j.(1)(b). (5) Additional Limitation — Increased Cost of Construction The insurance provided under this Additional Coverage for increased cost of construction is limited as follows: (a) We will not pay: Page 8 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM (i) Until the property is actually repaired or replaced, at the same or another premises; and (ii) Unless the repairs or replacements are made as soon as reasonably possible after the physical loss or physical damage, not to exceed two years. We may extend this period in writing during the two years. (b) If the Building is repaired or replaced at the same premises, or if you elect to rebuild at another premises, the most we will pay is the lesser of: The increased cost of construction at the same premises; or (ii) The applicable Increased Cost of Construction Limit of Insurance stated in Paragraph A.5.j.(1)(c). (c) If the ordinance or law requires relocation to another premises, the most we will pay is the lesser of: (i) (i) The Increased Cost of Construction at the nrw premises; or (ii) The applicable Increased Cost of Construction Limit of Insurance d in Paragraph A.5.j.(1 k. "Pollutants andgtaminants" Clean Up and Remo rZ We will pay your expense to extract "pollutants and contaminants" from land or water at the "scheduled premises" if the discharge, dispersal, seepage, migration, release or escape of the "pollutants and contaminants" is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the earlier of: (1) The date of direct physical loss or physical damage; or (2) The end of the policy period. The most we will pay in any one occurrence for each location under this Additional Coverage is $15,000 for the sum of all such expenses arising out of Covered Causes of Loss. I. Preservation of Property If it is necessary to move Covered Property from the "scheduled premises" to preserve it from direct physical loss or physical damage by a Covered Cause of Loss, we will pay for any direct physical loss of or physical damage to that property: (1) While it is being moved or while temporarily stored at another location; and (2) Only if the direct physical loss or physical damage occurs within 45 days after the property is first moved. m. Theft Damage to Building This Additional Coverage applies only to premisA where you are a tenant and are responil`in the lease for physical loss or ph:,'s ca,otiamage to the building you lease, 2n1 or occupy that is caused by or results i n "theft", burglary or robbery. We will pay for direct physical loss or physical damage directly resulting from "theft", burglary or robbery (except loss by fire or explosion) to a building: (1) You occupy, including personal property that is used to maintain or service the building; or (2) Containing covered personal property if you are legally liable for such physical loss or physical damage. But we will not pay for such physical loss of or physical damage to property that is away from the "scheduled premises". n. Water Damage, Other Liquid, Powder or Molten Material Damage If direct physical loss or physical damage caused by or resulting from covered water or other liquid, powder or molten material damage loss occurs, we will also pay the cost to tear out and replace any part of the building or structure to repair damage to the system or appliance from which the water or other substance escapes. We will not pay the cost to repair any defect that caused the direct physical loss or physical damage except as provided in paragraph A.5.c., Equipment Breakdown of this coverage form. But we will pay the cost to repair or replace damaged parts of fire extinguishing equipment if the damage: (1) Results in discharge of any substance from an automatic fire protection system; or Form SS 00 07 07 05 Page 9 of 25 SPECIAL PROPERTY COVERAGE FORM (2) Is directly caused by freezing. o. Business Income (1) We will pay for the actual loss of Business Income you sustain due to the necessary suspension of your "operations" during the "period of restoration". The suspension must be caused by direct physical loss of or physical damage to property at the "scheduled premises", including personal property in the open (or in a vehicle) within 1,000 feet of the "scheduled premises", caused by or resulting from a Covered Cause of Loss. (2) With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the "scheduled premises" are located, your "scheduled premises" also means: (3) (4) (5) (a) The portion of the building which you rent, lease or occupy; and (b) Any area within the building or on the site at which the "scheduled premises" are located, but only if that area services, or is us d to gain access to, the "suled premises". We will only pay for loss of Business Income that occu within 12 consecutive months ` "the date of direct physical i �r or physical damage. This Addito is not subject to the Lim nsurance. Business Income means the: (a) Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred if no direct physical loss or physical damage had occurred; and (b) Continuing normal operating expenses incurred, including payroll. With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That part or all of the "scheduled premises" is rendered untentantable as a result of a Covered Cause of Loss if coverage for Business Income applies to the policy. p. Extra Expense (1) We will pay reasonable and necessary Extra Expense you incur during the "period of restoration" that you would not have incurred if there had been no direct physical loss or physical damage to property at the "scheduled premises", including personal property in the open (or in a vehicle) within 1,000 feet, caused by or resulting from a Covered Cause of Loss. (2) With respect to the requirements set in the preceding paragraph, if you cupy only part of the site at which the "scheduled premises" are located, your "scheduled premises" also means: (3) (a) The portion of the building which you rent, lease or occupy; and (b) Any area within the building or on the site at which the "scheduled premises" are located, but only if that area services, or is used to gain access to, the "scheduled premises". Extra Expense means expense incurred: (a) To avoid or minimize the suspension of business and to continue 'operations": (i) At the "scheduled premises"; or (ii) At replacement premises or at temporary locations, including: (aa)Relocation expenses; and (bb)Cost to equip and operate the replacement or temporary location, other than those costs necessary to repair or to replace damaged stock and equipment. (b) To minimize the suspension of business if you cannot continue "operations". (c) (i) To repair or replace any property; or Page 10 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM q. (5) Limitation This Extra Expense apply to: (a) Any d 1i ieies in insuring buildinc or business personal proper,; or (b) Any expense related to any recall of products you manufacture, handle or distribute. Civil Authority (1) This insurance is extended to apply to the actual loss of Business Income you sustain when access to your "scheduled premises" is specifically prohibited by order of a civil authority as the direct result of a Covered Cause of Loss to property in the immediate area of your "scheduled premises". (2) The coverage for Business Income will begin 72 hours after the order of a civil authority and coverage will end at the earlier of: (ii) To research, replace or restore the lost information on damaged "valuable papers and records"; to the extent it reduces the amount of loss that otherwise would have been payable under this Additional Coverage or Additional Coverage o., Business Income. We will only pay for Extra Expense that occurs within 12 consecutive months after the date of direct physical loss or physical damage. This Additional Coverage is not subject to the Limits of Insurance. (4) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That part or all of the "scheduled premises" is renderel untentantable as a result of a Covered Cause of if coverage for Extra se applies to the policy. C age does hut (a) When access is permitted to your "scheduled premises"; or (b) 30 consecutive days after the order of the civil authority. r. Extended Business Income (1) If the necessary suspension of your "operations" produces a Business Income loss payable under this policy, we will pay for the actual loss of Business Income you incur during the period that: (a) Begins on the date property is actually repaired, rebuilt or replaced and 'operations" are resumed; and (b) Ends on the earlier of: (i) The date you could restore your "operations" with reasonable speed, to the condition that would have existed if no direct physical loss or damage occurred; or (ii) 30 consecutive days after the date determined in (1)(a) above. Loss of Business Income must be caused by direct physical loss or physical damage at the "scheduled premises" caused by or resulting from a Covered Cause of Loss. (2) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; and (b) That a part or all of the "scheduled premises" is rendered untenantable as a result of a Covered Cause of Loss. s. Business Income from Dependent Properties (1) We will pay for the actual loss of Business Income you sustain due to direct physical loss or physical damage at the premises of a dependent property caused by or resulting from a Covered Cause of Loss. The most we will pay under this Additional Coverage is $5,000 in any one occurrence unless a higher Limit of Insurance is indicated in the Declarations. Form SS 00 07 07 05 Page 11 of 25 SPECIAL PROPERTY COVERAGE FORM (2) We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume 'operations", in whole or in part, by using any other available: (a) Source of materials; or (b) Outlet for your products. If you do not resume 'operations", or do not resume "operations" as quickly as possible, we will pay based on the length of time it would have taken to resume "operations" as quickly as possible. (4) Dependent Property means property owned, leased or operated by others whom you depend on to: (a) Deliver materials or services to you or to others for your account. But services do not include: (i) Water, communication, power services or any other utility services; or (ii) Any type of web site, or Internet service. (b) Accept your products or services; (c) Manufacture your products delivery to your customer; urj (3) (5) contract for sale; or (d) Attract customers to your busms premises. ^* V The dependent property must be located in the coverage territory of this policy. The coverage period for Business Income under this Additional Coverage: (a) Begins 72 hours after the time of direct physical loss or physical damage caused by or resulting from a Covered Cause of Loss at the premises of the dependent property; and (b) Ends on the date when the property at the premises of the dependent property should be repaired, rebuilt or replaced with reasonable speed and similar quality. (6) The Business Income coverage period, as stated in Paragraph (5), does not include any increased period required due to the enforcement of any ordinance or law that: (a) Regulates the construction, use or repair, or requires the tearing down of any property; or (b) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to, or assess the effects "pollutants." (7) The definition of Business Income contained in the Business Income Additional Coverage also applies to this Business Income From Dependent Properties Additional Coverage. t. Tenant Glass This Additional Coverage applies only to premise` where you are a tenant and are responsible n the lease for such damage. W ver loss to glass, which is in your care, custody or control and for which the lease holds you responsible. The glass must be part of a building described in the Declarations or at a location that would be included in Coverage Extension b. Newly Acquired or Constructed Property. The most that we will pay in any one occurrence for each location under this Additional Coverage is $25,000. u. Leasehold Improvements If your lease is cancelled in accordance with a valid lease provision as the direct result of a Covered Cause of Loss to property at the location in which you are a tenant, and you cannot legally remove "Tenant Improvements and Betterments", we will extend Business Personal Property coverage to apply to the unamortized value of "Tenants Improvement and Betterment" that remain and that you were forced to abandon. The most we will pay in any one occurrence for loss under this Additional Coverage is $25,000. v. Lease Assessment Your Business Personal Property is extended to apply to your share of any assessment charged to all tenants by the building owner as a result of direct physical damage caused by or resulting from a Covered Cause of Loss to building property you occupy as agreed to in your written lease agreement. We will pay no more than $2,500 in any one occurrence for this Additional Coverage. Page 12 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM 6. Coverage Extensions Except as otherwise provided, the following Extensions apply to property located in or on the building at the "scheduled premises" or in the open (or in a vehicle) within 1,000 feet of the "scheduled premises". All Coverage Extensions are subject to the terms, conditions and exclusions of this policy, except as otherwise provided. In addition to the Limits of Insurance, you may extend the insurance provided by this policy as fol lows: a. Accounts Receivable (1) You may extend the insurance that applies to your Business Personal Property, to apply to your accounts receivable. We will pay for: (a) All amounts due from your customers that you are unable to collect; (b) Interest charges on any loan required to offset amounts you are unable to collect pending our payment of these amounts; (c) Collection expenses in excess of your normal collection expenses that are made necessar✓ by the physical loss or physica; criage; and (d) Other reasonable expenses thLt you incur to reestablish your records of accounts receivable; that result from direct physical loss of or physical damage to your records of accounts receivable. (2) Paragraph A.3., Covered Causes of Loss, and Section B., Exclusions, do not apply to this Additional Coverage except for: Paragraph Action; Paragraph and Paragraph Action. B.1.b., Governmental B.1.c., Nuclear Hazard; B.1.e., War and Military Additional Exclusions (a) Dishonest acts by you, anyone else with an interest in the records of accounts receivable, or your or their employees or authorized representatives, or anyone entrusted with the records of accounts receivable, whether or not acting alone or in collusion with other persons or occurring during the hours of employment. This exclusion does not apply to a carrier for hire. (b) Alteration, falsification, concealment or destruction of records of accounts receivable done to conceal the wrongful giving, taking or withholding of "money," "securities," or other property. This exclusion applies only to the extent of the wrongful giving, tikpg or withholding. (c)9srokkeeping, accounting or billing errors or omissions. (d) Electrical or magnetic injury, disturbance or erasure of electronic recordings. But we will pay for direct physical loss or physical damage caused by Lightning. (e) Voluntary parting with any property by you or anyone entrusted with the property if induced to do so by any fraudulent scheme, trick, device or false pretense. Unauthorized instructions to transfer property to any person or to any place. (4) We will not pay for direct physical loss or physical damage that requires any audit of records or any inventory computation to prove its factual existence. The most we will pay in any one occurrence for direct physical loss of or physical damage to your accounts receivable at each "scheduled premises" is $25,000. (6) The most we will pay in any one occurrence for direct physical loss of or physical damage to accounts receivables away from the "scheduled premises", including while in transit, is $25,000. b. Arson and "Theft" Reward (1) In the event that a covered fire loss was the result of an act of arson, we will reimburse you for rewards you pay for information leading to convictions for that act of arson. (5) (f) Form SS 00 07 07 05 Page 13 of 25 SPECIAL PROPERTY COVERAGE FORM (2) In the event of a covered "theft" loss, we will reimburse you for rewards you pay for information leading to convictions for the "theft" loss. The most we will pay to reimburse you in any one occurrence for arson or "theft" rewards is $10,000. This is additional insurance. The deductible does not apply to these reimbursements. c. Data and Software We will pay up to $10,000 in any one occurrence to cover your costs to research, replace or restore "data" or "software" which exists or existed on electronic or magnetic "media" that is lost or damaged as a result of direct physical loss or physical damage to "computer equipment" at the "scheduled premises". d. Garages, Storage Buildings and Other Appurtenant Structures (1) You may extend the insurance that applies to Building to apply to garages, storage buildings and other appurtenant structures, except outdoor fixtures, at the "scheduled premises". The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $50,000 at each "scliulesl premises". (2) You may extend t",o 4nurance +hE t applies to Business ersonal Property in garages, stor aa'1 buildings and other appurtenant structures at the "schedule premises". The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $5,000 at each "scheduled premises". e. Newly Acquired or Constructed Property (1) You may extend the insurance that applies to Building to apply to: (a) Your new buildings while being built on the "scheduled premises"; and (b) Buildings you acquire at locations other than the "scheduled premises", intended for: (i) Similar use as the Building described in the Declarations; or (ii) Use as a warehouse. The most we will pay in any one occurrence for loss or damage under this Extension is 25% of the Limit of Insurance for Building shown in the Declarations, but not more than $500,000 at each premises. (2) You may extend the insurance that applies to Business Personal Property to apply to: (a) Property at any premises you acquire or construct; (b) Business Personal Property, including such property that you newly acquire, located at your newly constructed building, or (c) jdusiness Personal Property that you newly acquire, located at the "scheduled premises". "his extension does not apply to: (a) Personal Property that you temporarily acquire in the course of installing or performing work on such property; (b) Personal property of others that you temporarily acquire in the course of your wholesaling activity. (c) Merchandise held for sale, except as provided under Paragraph C.6. Business Personal Property Limit — Seasonal Increase. The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $250,000 at each premises. You may extend the insurance that applies to Business Income and Extra Expense to apply to newly acquired or constructed locations. The most we will pay in any one occurrence under this Extension is $50,000. (4) If Covered Property is moved to a new premises endorsed onto this policy, from a "scheduled premises" being endorsed off this policy, the Limit of Insurance applicable to that vacated premises will apply proportionately to both premises as the property is moved. This coverage applies to up to 180 days after the move begins or upon completion of the move, whichever is sooner. This coverage does not apply to Business Personal Property while in transit. (3) Page 14 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM (5) Insurance under this Extension for each newly acquired or constructed property will end when any of the following first occurs: (a) This policy expires; (b) 180 days after you acquire or begin to construct the property, or (c) You report values to us. We will charge you additional premium for values reported from the day construction begins or you acquire the property. f. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor: (1) Fences, signs (other than signs attached to buildings), trees, shrubs and plants caused by or resulting from any of the following causes of loss: (a) Fire; (b) Lightning; (c) Explosion; (d) Riot or Civil Commotion; and (e) Aircraft. The most we will pay in any on` occurrence for direct physical I..�.�.r physical damage, includin. removal expense, under this<' e' ion is $10,000 but not more thy 1,000 for any one tree, shrubtor plan (2) Radio and to bre antenn?s (including satell es) caused by or resulting f any of the following causes of to s: (a) Fire; (b) Lightning; (c) Windstorm; (d) Ice, Snow, Sleet or Hail; (e) Explosion; (f) Riot or Civil Commotion; and (g) Aircraft. The most we will pay in any one occurrence for direct physical loss or physical damage, including debris removal expense, under this Extension is $2,000. Personal Effects You may extend the insurance that applies to Business Personal Property to apply to personal effects owned by you, your officers, your partners, "managers", "members", or your employees. g• The most we will pay in any one occurrence for physical loss or physical damage under this Extension is $10,000 at each "scheduled premises". h. Property Off -Premises (1) You may extend the insurance that applies to Building to apply to such property that is temporarily at a location you do not own, lease or operate. This Extension applies only if physical loss or physical damage is caused by or resulting from a Covered Cause of Loss. This Extension does not apply to property in course of transit. The most we will pay in any one occurrence under this coverage extension is $5,000. clt44t,, (2) ou may extend the insurance that es to Business Personal Property +o apply to such property, other than Accounts Receivable, "money" and "securities" while: (a) In the course of transit and more than 1,000 feet from the "scheduled premises". Property must be in or on, but not permanently attached to or installed in, a motor vehicle you own, lease or operate while between points in the coverage territory; or (b) Temporarily at a premises you do not own, lease or operate. (c) At a premises owned, leased, operated or used by you and the Business Personal Property is a vending machine. (d) In or on, but not permanently attached to or installed in, motor vehicles operated by your employees in the course of your business operations. (e) On temporary public display, or while being used at fairs, exhibitions, expositions, or trade shows or while in transit to and from these temporary sites. The most we will pay in any one occurrence under this Extension is $2,500. I. Valuable Papers and Records - Cost of Research You may extend the insurance that applies to Business Personal Property to apply to your costs to research, replace or restore the lost information on lost or damaged "valuable papers and records", for which duplicates do not exist. Form SS 00 07 07 05 Page 15 of 25 SPECIAL PROPERTY COVERAGE FORM The most we will pay in any one occurrence under this Extension is $25,000 at each "scheduled premises". For "valuable papers and records" not at the "scheduled premises", including while in transit, the most we will pay in any one occurrence is $25,000. B. EXCLUSIONS 1. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. Earth Movement (1) Earthquake, meaning a shaking or trembling of the earth's crust, caused by underground tectonic forces resulting in breaking, shifting, rising, settling, sinking or lateral movement; (2) Landslide, including any earth sinking, rising or shifting related to such event; Mine subsidence, meaning subsidence of a man-made mine, whether or not mining activity has ceased; (4) Earth sinking (other than sinkhole collapse), rising or shifting including soil conditions which cause settling, cracking or other disarrangement of fo aeons or other parts of realty. Soil ions include contraction, expansiq fr ezing, thawing, erosion, impr.j c mp cted soil, and the action '+'r undel. the ground surface; But if Earth Movement, as described in Paragraphs (1) �r u)h (4) above, results in fire or expit.siolm, we will pay for the physical loss c' physical damage caused by that fire or explosion. (5) Volcanic eruption, meaning the eruption, explosion or effusion of a volcano. But if physical loss or physical damage by fire or volcanic action results, we will pay for that resulting physical damage. Volcanic action means direct physical loss or physical damage resulting from the eruption of a volcano when the physical loss or physical damage is caused by: (a) Airborne volcanic blast or airborne shock waves; (b) Ash, dust, or particulate matter; or (c) Lava flow. (3) (d) All volcanic eruptions that occur within any 168-hour period will constitute a single occurrence. Volcanic action does not include the cost to remove ash, dust, or particulate matter. That does not cause direct physical loss or physical damage to Covered Property. b. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for acts of destruction ordered by governmental authority and taken at the time of a fire to prevent its spread, if the fire would be covered under this policy. c. Nuclear Lazard Nuclear . eaction or radiation, or rec. 'oh: contamination however Cul. if physical loss or physical damage by lire results, we will pay for that resulting physical loss or physical damage. d. Power Failure The failure of power or other utility service supplied to the "scheduled premises", however caused, if the failure occurs away from the "scheduled premises". Failure includes lack of sufficient capacity and reduction in supply necessary to maintain normal operations. But if physical loss or physical damage by a Covered Cause of Loss results, we will pay for that resulting physical loss or physical damage. e. War and Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. f. Water (1) Flood, including the accumulation of surface water, waves, tides, tidal waves, overflow of streams or any other bodies of water, or their spray, all whether driven by wind or not; (3) Page 16 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM (2) Mudslide or mud flow; (3) Water that backs up from a sewer or drain; or (4) Water under the ground surface pressing on, or flowing or seeping through: (a) Foundations, walls, floors or paved surfaces; (b) Basements, whether paved or not; or (5) (c) Doors, windows or other openings. But if loss or damage by fire, explosion or sprinkler leakage results, we will pay for that resulting physical loss or physical damage. Water damage caused by or resulting from earthquake or volcanic eruption: (a) Earthquake means a shaking or trembling of the earth's crust, caused by underground tectonic forces resulting in breaking, shifting, rising, settling, sinking or lateral movement or other movement; (b) Volcanic eruption means the eruption, explosion or effusion of a volcano. g. Neglect Neglect of an insured to use all r Nee means to save and preserve proefrogL further damage at and after the tim iof , loss. 2. We will not pay for physical loss or physical damage caused by or resulting from: a. Consequential eases: Delay, loss of use or loss of marker:. b Smoke, Vapor, Gas: Smoke, vapor or gas from agricultural smudging or industrial operations. c. Miscellaneous Types of Loss: (1) Wear and tear; (2) Rust, corrosion, fungus, decay, deterioration, hidden or latent defect or any quality in property that causes it to damage or destroy itself; (3) Smog; (4) Settling, cracking, shrinking or expansion; (5) Nesting or infestation, or discharge or release of waste products or secretions, by insects, birds, rodents, mold, spore or other animals; (6) The following causes of loss to personal property: (a) Dampness or dryness of atmosphere; (b) Changes in or extremes of temperature; or (c) Marring or scratching. But if physical loss or physical damage by the "specified causes of loss", building glass breakage or Equipment Breakdown Accident results, we will pay for that resulting physical loss or physical damage. d. Frozen Plumbing: Water, other liquids, powder or molten material that leaks or flows from plumbing, heating, air conditior.4ng or other equipment (except fire rotecve systems) caused by or reom freezing, unless: u do your best to maintain heat in e building or structure; or 2) You drain the equipment and shut off the supply if the heat is not maintained. e. Dishonesty: Dishonest or criminal act by you, any of your partners, "members", officers, "managers", employees, directors, trustees, authorized representatives or anyone to whom you entrust the property for any purpose: (1) Acting alone or in collusion with others; or (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of destruction by your employees; but theft by employees is not covered. f. False Pretense: Voluntary parting with any property by you or anyone else to whom you have entrusted the property if induced to do so by any fraudulent scheme, trick, device or false pretense. Exposed Property: Rain, snow, ice or sleet to personal property in the open, except as provided in the Coverage Extension for Outdoor Property. h. Collapse: Collapse, except as provided in the Additional Coverage for Collapse. But if loss or damage by a Covered Cause of Loss results at the "scheduled premises", we will pay for that resulting loss or damage. i. Pollution: We will not pay for loss or damage caused by or resulting from the discharge, dispersal, seepage, migration, release or escape of "pollutants and g• Form SS 00 07 07 05 Page 17 of 25 SPECIAL PROPERTY COVERAGE FORM contaminants" unless the discharge, dispersal, seepage, migration, release or escape is itself caused by any of the "specified causes of loss." But if physical loss or physical damage by the "specified causes of loss" results, we will pay for the resulting physical loss or physical damage caused by the "specified cause of loss." 3. We will not pay for loss or damage caused by or resulting from any of the following. But if physical loss or physical damage by a Covered Cause of Loss results, we will pay for that resulting physical loss or physical damage. a. Weather conditions: Weather conditions. This exclusion only applies if weather conditions contribute in any way with a cause or event excluded in paragraph 1. above to produce the physical loss or physical damage. b. Acts or Decisions: Acts or decisions, including the failure to act or decide, of any person, group, organization or governmental body. c. Negligent Work: Faulty, inadequate or defective: (1) Planning, zoning, developmen'',. surveying, siting; (2) Design, specifications, workm repair, construction, rem/0 remodeling, grading, compactio , Materials used in repair, constru q',N , renovation or remodeling; or (4) Maintenance of part or all of any property on or off the "scheduled premises". 4. Business Income and Extra Expense Exclusions. We will not pay for: a. Any Extra Expense, or increase of Business Income loss, caused by or resulting from: (1) Delay in rebuilding, repairing or replacing the property or resuming "operations", due to interference at the location of the rebuilding, repair or replacement by strikers or other persons; or (2) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of "operations', we will cover such loss that affects your Business Income during the "period of restoration". b. Any other consequential loss. (3) 5. Equipment Breakdown Exclusion We will not pay for physical loss or physical damage caused by or resulting from any of the following tests: (a) A hydrostatic, pneumatic or gas pressure test of any boiler or pressure vessel; or (b) An insulation breakdown test of any type of electrical equipment. C. LIMITS OF INSURANCE 1. The most we will pay for physical loss or physical damage in any one occurrence is the applicable Limit of Insurance shown in the Declarations. 2. The most we will pay for physical loss of or physical da ge to outdoor signs attached to buildings $5,000 per sign in any one occurre 3. The i plicable to: v-rage Extensions; and 1 he following Additional Coverages: (1) Accounts Receivable, (2) Fire Department Service Charges, (3) Fire Extinguisher Recharge, and (4) "Pollutants and Contaminants" Clean Up and Removal are in addition to the Limits of Insurance. 4. Payments under the following Additional Coverages will not increase the applicable Limit of Insurance: a. Preservation of Property; or b. Debris Removal; but if: (1) The sum of direct physical loss or physical damage and Debris Removal expense exceeds the Limit of Insurance; or (2) The Debris Removal expense exceeds the amount payable under the 25% limitation in the Debris Removal Additional Coverage. We will pay up to an additional $10,000 for each location stated in the Declarations in any one occurrence under the Debris Removal Additional Coverage. 5. Building Limit - Automatic Increase a. The Limit of Insurance for Buildings will automatically increase annually by 8°/0. b. The amount of increase will be: (1) The Limit of Insurance for Buildings that applied on the most recent of the policy Page 18 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM inception date, policy anniversary date, or the date of any other policy change amending the Buildings limit, times (2) The percentage of annual increase shown above, expressed as a decimal (.08); times The number of days since the beginning of the current policy year or the effective date of the most recent policy change amending the Limit of Insurance for Buildings, divided by 365. Example: The applicable Limit of Insurance for Buildings is $100,000. The annual percentage increase is 8%. The number of days since the beginning of the policy period (or last policy change) is 146. The amount of increase is: (3) $100,000 X .08 X 146 divided by 365 = $3,200 6. Business Personal Property Limit - Seasonal Increase a. The Limit of Insurance for Business Personal Property will automatically increase by 25% to provide for seasonal variations. b. This increase will apply only if all Limits ofV Insurance shown in the Declarations for Business Personal Property, <at the "scheduled premises" is at leas 100% of your average monthly va ring the lesser of: (1) The 12 months irr tely preceding the date the nhysrca loss or physical damage occ.irs, or (2) The periot' time you have been in business a . of the date the physical loss or physical damage occurs. D. DEDUCTIBLES 1. We will not pay for physical loss or physical damage in any one occurrence until the amount of physical loss or physical damage exceeds the Deductible shown in the Declarations. We will then pay the amount of loss or damage in excess of the Deductible up to the applicable Limit of Insurance. 2. Except as otherwise listed, the deductible applicable to Additional Coverages and Coverage Extensions is the Special Property Coverage Form is $250. 3. A $250 deductible applies to the following Glass Coverages, unless Glass Coverage is provided under a separate coverage form: a. Building Glass b. Glass Expense c. Tenant Glass 4. Unless a separate deductible is shown in the Declarations, the deductible applicable to the following Additional Coverages or Coverage Extensions is $250, whether the coverage is provided under this coverage form, provided on a separate coverage form or the coverage is provided in a form that includes a package of coverages, such as a Stretch endorsement: a. Accounts Receivable; b. Fine Arts c. Outdoor Signs; and d. "Valuab Papers and Records"; 5. Unless a/5e to deductible is shown in the Declarations; the deductible applicable to the folic"in+0 Additional Coverages or Coverage Extenions is $100, whether the coverage is provided under this coverage form, provided oar a separate coverage form or the coverage is provided in a form that includes a package of coverages, such as a Stretch endorsement: . Employee Dishonesy; and Temperature Change. e "No deductible applies to the following Coverage Extensions and Additional Coverages: a. Fire Extinguisher Recharge; b. Preservation of Property; c. Fire Department Service Charge; d. Business Income, Extra Expense, Civil Authority and Extended Business Income; e. Arson Reward; and f. Lock and Key Replacement 6. The Deductible applicable to the following Additional Coverages is the policy deductible or the deductible shown in the Declarations for the following coverage: a. Equipment Breakdown; b. Ordinance or Law Coverage; and c. Leasehold Improvements. 7. Each deductible applicable to this policy shall be applied separately but only to the coverage specified, and the total deductible for all losses in any one occurrence shall be the highest deductible amount that applies to the occurrence. E. PROPERTY LOSS CONDITIONS 1. Abandonment There can be no abandonment of any property to us. Form SS 00 07 07 05 Page 19 of 25 SPECIAL PROPERTY COVERAGE FORM 2. Appraisal If we and you disagree on the amount of loss, either may make written demand for an appraisal of the loss. In that event, each party will select a competent and impartial appraiser. The two appraisers will select an umpire. If they cannot agree, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Duties In The Event Of Loss Or Damage You must see that the following are done in the event of loss of or damage to Covered Property: a. Notify the police if a law may have been broken. b. Give us prompt notice of the physical loss or physical damage. Include a descriptiol of the property involved. c. As soon as possible, give us description of how, when and where the physical loss or physical damage occurred. d. Take all reseasonable steps to protect the Covered Property from further damage by a Covered Cause of Loss. If feasible, set the damaged property aside in the best possible order for examination. Also, keep a record of y expenses for emergency and temporary pairs, for consideration in the settlement of the claim. This will not increase the Limits of Insurance. e. At our request, give us complete inventories of the damaged and undamaged property. Include quantities, costs, values and amount of loss claimed. f. Permit us to inspect the property and records proving the loss or damage. Also permit us to take samples of damaged property for inspection, testing and analysis. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. In such event, your answers must be signed. g• h. Send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. i. Cooperate with us in the investigation or settlement of the claim. Resume part or all of your 'operations" as quickly as possible. 4. Legal Action Against Us No one may bring a legal action against us under this insurance unless: a. There has been full compliance with all of the terms of this insurance; and b. The action is brought within 2 years after the date on which the direct physical loss or p icamage occurred. 5. Loss apt J. In the event of physical loss or physical earn( go covered by this policy: At our option we will either: (1) Pay the value of physically lost or physically damaged property, as described in paragraph d. below; (2) Pay the cost of repairing or replacing the physically lost or physically damaged property, plus any reduction in value of repaired items; Take all or any part of the property at an agreed or appraised value; or (4) Repair, rebuild or replace the property with other property of like kind and quality. b. We will give notice of our intentions within 30 days after we receive the sworn statement of loss. c. We will not pay you more than your financial interest in the Covered Property. d. We will determine the value of Covered Property as follows: (1) At replacement cost (without deduction for depreciation), except as provided in (2) through (7) below. (a) You may make a claim for physical loss or physical damage covered by this insurance on an actual cash value basis instead of on a replacement cost basis. In the event you elect to have physical loss or physical damage settled on an actual cash value basis, you may still make a claim on a (3) Page 20 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM replacement cost basis if you notify us of your intent to do so within 180 days after the physical loss or physical damage. (b) We will not pay on a replacement cost basis for any physical loss or physical damage: (i) Until the physically lost or physically damaged property is actually repaired or replaced; and (ii) Unless the repairs or replacement are made as soon as reasonably possible after the physical loss or physical damage. However, if the cost to repair or replace the damaged property is $2,500 or less, we will settle the loss according to the provisions of Paragraphs d.(1)(a) and d.(1)(b) above whether or not the actual repair or replacement is complete. (c) We will not pay more for physical loss or physical damage on a replacement cost basis than th least of: The cost to replace .n t',e same premises, the . ally lost or physica a age property with . propepC9►of'.! comparabl .I and quality hich is used for the s urpose; or (ii) Tlmount you actually spend that is necessary to repair or replace the physically lost or physically damaged property. (2) If the Actual Cash Value - Buildings option applies, as shown in the Declarations, paragraph (1) above does not apply to Buildings. Instead, we will determine the value of Buildings at actual cash value. The following property at actual cash value: (a) Manuscripts; (b) Works of art, antiques or rare articles, including etchings, pictures, statuary, objects of marble, bronzes, porcelains and bric-a-brac. (3) (i) (c) Household contents, except personal property in apartments or rooms furnished by you as landlord. (4) Glass at the cost of replacement with safety glazing material if required by law. (5) "Tenants' Improvements and Betterments" at: (a) Replacement cost if you make repairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as follows: Multiply the original cost by the number of days from the physical loss or physical damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing, if others pay for repairs or replacement. (6) "Valuable Papers and Records", at the cost of: (7) (8) (i) (a) Blank materials for reproducing the records; and (b) Labor to transcribe or copy the records. "Money" and "Securities": (a) "Money" at its face value; and (b) "Securities" at their value at the close of business on the day the loss is discovered. The value of United States Government Internal Revenue taxes and custom duties and refundable state and local taxes paid or fully determined on the following property held for sale will not be considered in determining the value of Covered Property: (a) Distilled spirits; (b) Wines; Form SS 00 07 07 05 Page 21 of 25 SPECIAL PROPERTY COVERAGE FORM (9) (c) Rectified products; or (d) Beer. Applicable to Accounts Receivable: (a) If you can not accurately establish the amount of the accounts receivable outstanding as of the time of physical loss or physical damage the following method will be used: Determine the total of the average monthly value of accounts receivable for 12 months immediately preceding the month in which the direct physical loss or physical damage occurred; and (ii) Adjust the total determined in paragraph (i) above for any normal fluctuations in the value of accounts receivable for the month in which the direct physical loss or physical damage occurred for any demonstrated variance from the average of that month. (b) The following will be deducted from the total value of accuucts receivable, however thatiealue is established: (i) (i) The value of the accounts for, which there is no physical or physical damage; (ii) The value of the accounts that you able to re-establish or col (ii) A lue to allow for probable bad debts that you are normally unable to collect; and (iv) All unearned interest and services charged. e. Our payment for physical loss of or physical damage to personal property of others will only be for the account of the owners of the property. We may adjust losses with the owners of physically lost or physically damaged property if other than you. If we pay the owners, such payment will satisfy your claims against us for the owners' property. We will not pay the owners more than their financial interest in the Covered Property. f. We may elect to defend you against suits arising from claims of owners of property. We will do this at our expense. We will pay for covered physical loss or physical damage within 30 days after we receive the sworn statement of loss, if: (1) You have complied with all of the terms of this policy; and (2) (a) We have reached agreement with you on the amount of loss, or (b) An appraisal award has been made. h. The following condition applies to any loss payment for Extra Expense: We will deduct from the total Extra Expense to be paid: (1) The salvage value that remains of any property bought for temporary use during the Period of Restoration, once business operations are resumed; and VIA) Any Extra Expense that is paid for by other insurance. g• Recovered Property If either you or we recover any property after �o s settlement, that party must give the other "� mpt notice. At your option, you may retain the property. But then you must return to us the amount we paid to you for the property. We will pay recovery expenses and the expenses to repair the recovered property, subject to the Limits of Insurance. 7. Resumption of Operations In the event of physical loss or physical damage at the "scheduled premises" you must resume all or part of your "operations" as quickly as possible. We will reduce the amount of your: a. Business Income loss, other than Extra Expense, to the extent you can resume your "operations", in whole or in part, by using damaged or undamaged property (including merchandise or stock) at the "scheduled premises" or elsewhere. b. Extra Expense loss to the extent you can return "operations" to normal and discontinue such Extra Expense. 8. Vacancy a. Description of Terms (1) As used in this Vacancy Condition, the term building and the term vacant have the meanings set forth in Paragraphs. Page 22 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM (a) and (b) below: (a) When this policy is issued to a tenant, and with respect to that tenant's interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operations. F. PROPERTY GENERAL CONDITIONS 1. Control of Property Any act or neglect of any person other than you beyond your direction or control will not affect this insurance. The breach of any condition of this Coverage Form at one or more locations will not affect coverage at any location where, at the time of physical loss or physical damage, the breach of condition does not exist. 2. Mortgage Holders a. The term mortgage holder includes trustee. b. We will pay for covered physical loss of or physical damage to buildings or structures to each mortgage holder shown in the Declara ' ns in their order of precedence, as my e s ay appear. c. The 490 gage holder has the right to --cove loss payment even if the mortgage hc!der has started foreclosure or similar Faction on the building or structure. d. If we deny your claim because of your acts or because you have failed to comply with the terms of this policy, the mortgage holder will still have the right to receive loss payment if the mortgage holder: (1) Pays any premium due under this policy at our request if you have failed to do so; (2) Submits a signed, sworn statement of loss within 60 days after receiving notice from us of your failure to do so; and Has notified us of any change in ownership, occupancy or substantial change in risk known to the mortgage holder. All of the terms of this policy will then apply directly to the mortgage holder. e. If we pay the mortgage holder for any physical loss or physical damage and deny payment to you because of your acts or because you have failed to comply with the terms of this policy: (1) The mortgage holder's rights under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgage holder's rights to recover the full amount of the mortgage holder's claim will not be impaired. At our option, we may pay to the mortgage holder the whole principal on the mortgage plus any accrued interest. In this event, your mortgage and note will be transferred to us and you will pay your remaining mortgage debt to us. Form SS 00 07 07 05 Page 23 of 25 Rented to a lessee or sub- lessee and used by the lessee or sub -lessee to conduct its customary operations; and/or (ii) Used by the building owner to conduct customary operations. (2) Buildings under construction or renovation are not considered vacant. (b) When this policy is issued to the owner or general lessee of a building, building means the entire building. Such building is vacant unless at least 31 % of its total square footage is: (i) b. Vacancy Provisions If the building where physical loss or physical damage occurs has been vacant for more than 60 consecutive days bee that physical loss or physica` age ical loss 'or occurs: (1) We will not pay for an physical damage y any of tie following evenare Covered Causes of L� (a) VandC !!s (b) Sprinkler leakage, unless you had protected the system against freezing; (c) Building glass breakage; (d) Water damage; (e) Theft; or (f) Attempted theft. (2) With respect to Covered Causes of Loss other than those listed in b.(1)(a) through b.(1)(f) above, we will reduce the amount we would otherwise pay for the physical loss or physical damage by 15%. (3) SPECIAL PROPERTY COVERAGE FORM f. If we cancel this policy, we will give written notice to the mortgage holder at least: g• (1) 10 days before the effective date of cancellation if we cancel for your non payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. If we elect not to renew this policy, we will give written notice to the mortgage holder at least 10 days before the expiration date of this policy. 3. No Benefit to Bailee No person or organization, other than you, having custody of Covered Property will benefit from this insurance. 4. Policy Period, Coverage Territory Under this form: a. We cover physical loss or physical damage commencing: (1) During the policy period shown in the Declarations; and (2) Within the coverage territory or, with respect to property in transit, while it iseio between points in the coverag territory. But we do not cover physic, or physical damage that is also co* by a preceding policy. b. The coverage territory (1) The United Stat merica (including its territories a ssessions); (2) Puerto Rico; and (3) Canada. 5. Additional Conditions The following conditions apply to paragraph A.5.u., Forgery Additional Coverage: a. We will treat mechanically reproduced facsimile signatures the same as handwritten signatures. b. You must include with your proof of loss any instrument involved in that loss, or, if that is not possible, an affidavit setting forth the amount and cause of loss. c. The Coverage Territory is revised to cover loss you sustain anywhere in the world. G. PROPERTY DEFINITIONS 1. "Computer" means a programmable electronic device that can store, retrieve and process "data". 2. "Computer Equipment" means "computers", "peripheral devices", "media", and manuals that are purchased to be used in conjunction with hardware and "software". 3. "Counterfeit" means an imitation of an actual valid original which is intended to deceive and to be taken as the original. 4. "Data" means information or facts stored in a "computer's" memory, on "software" or on "media". 5. "Finished Stock" means stock you have manufactured. "Finished Stock" does not include stock you have manufactured that is held for sale on the premises of any retail outlet insured under this policy. 6. "Manag njns a person serving in a direct Japacity for a limited liability co 7. We) means the material used solely with computer" or "peripheral device" upon v,nich "software" or "data" is stored, such as tapes, CD-ROMs or disks. 8. "Member" means an owner of a limited liability vo pany represented by its membership ifferest, who also may serve as a "manager". Messenger" means you, any any of your partners or any employee while having care and custody of the property outside your premises. 10. "Money" means: a. Currency, coins and bank notes whether or not in current use; and b. Travelers checks, registered checks and money orders held for sale to the public. 11. "Operations" means your business activities occurring at the "scheduled premises" and tenantability of the "scheduled premises". 12. "Period of Restoration" means the period of time that: a. Begins with the date of direct physical loss or physical damage caused by or resulting from a Covered Cause of Loss at the "scheduled premises", and b. Ends on the date when: (1) The property at the "scheduled premises" should be repaired, rebuilt or replaced with reasonable speed and similar quality; (2) The date when your business is resumed at a new, permanent location. Page 24 of 25 Form SS 00 07 07 05 SPECIAL PROPERTY COVERAGE FORM "Period of Restoration" does not include any increased period required due to enforcement of any law that: a. Regulates the construction, use or repair, or required the tearing down of any property; or b. Regulates the prevention, control, repair, clean up or restoration of environmental damage. The expiration date of this policy will not cut short the "period of restoration". 13. "Peripheral Device" means any physical unit used to operate the "computer' that cannot be used for purposes other than as part of the computer's system, such as tape or disk drives, printers, or modems. 14. "Perishable Stock" means personal property: a. Maintained under controlled conditions for its preservation; and b. Susceptible to physical loss or physical damage if the controlled conditions change. 15. "Pollutants and Contaminants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot fumes, acids, alkalis, chemicals and was or any other material which causes or t kens to cause physical loss, physical Fnage, impurity to property, unwh e meness ,N' undesirability, loss of marketakerx s of y�sel/ of property, or which threatens human he or welfare. Waste includes . 3terials to recycled, reconditioned r claimed. 16. "Scheduled Premises" m ans any premises listed by location ess in the Scheduled Premises section of the Declarations. 17. "Securities" means negotiable and nonnegotiable instruments or contracts representing either "money" or other property and includes: a. Tokens, tickets except Lottery Tickets, revenue and other non -postage stamps whether or not in current use; and b. Evidences of debt issued in connection with credit or charge cards, which are not of your own issue; but does not include "money." 18. "Software" means instructions or programs that are stored on "media" and which instruct the hardware as to how to process "data". 19. "Specified Cause of Loss" means the following: Fire; lightning; explosion, windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equipment; sinkhole collapse; volcanic action; falling objects; weight of snow, ice or sleet; water damage. a. Sinkhole collapse means the sudden sinking or collapse of land into underground empty spaces created by the action of water on limestone or dolomite. It does not include the cost of filling sinkholes. b. Falling objects does not include loss of or damage to: (1) Personal property in the open; or (2) Jae interior of a building or structure, roperty inside a building or structure, unless the roof or an outside wall of the building or structure is first damaged by a falling object. r. Water damage means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. 20' "Suit" means a civil proceeding and includes: a. An arbitration proceeding in which damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceeding in which damages are claimed and to which you submit with our consent. 21. "Tenant Improvements and Betterments" means fixtures, alterations, installations or additions made a part of the Building you occupy but do not own and that you cannot legally remove; and a. Which are made at your expense; or b. That you acquired from the prior tenant at your expense. 22. "Theft" means the act of stealing. 23. "Valuable papers and records" means inscribed, printed or written documents, manuscripts or records, including abstracts, books, deeds, drawings, films, maps or mortgages. But "valuable papers and records" does not mean "money" and "securities", "data" and "software" or the materials on which the "data" and "software" is recorded. Form SS 00 07 07 05 Page 25 of 25 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Waiver of Subrogation as required by written contract j.ky o‘ This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.-� Endorsement No. 83871857 Insured Sidecar, HR, LLC, Sidecar HR II, LLC, Sideca gsPE000002601 Premium III, LLC, Sidecar HR IV, LLC Insurance Company Key Risk Insurance Company Countersigned by 9/1/2024 9/1/2025 WC 00 03 13 (Ed. 4-84) 2/6/2025 © 1983 National Council on Compensation Insurance. 83871857 LCMHOLD-01 Key Risk 24-25 Master WITH BWOS I Keri Bassett 2/6/2025 3:14:23 PM (EST) Page 2 of 2 This certificate cancels and supersedes ALL previously issued certificates. De Vito, Daniel From: Gomez Jr., Francisco (Frank) Sent: Friday, February 7, 2025 11:46 AM To: De Vito, Daniel; Quevedo, Terry Cc: Aviles, Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SIDECAR HR LLC, FLORIDA PROPERTY ADVISORS LLC Hello Danny, The COI is adequate.✓. Thanks, O Frank Gomez, PIAM, CPII 4C6‘ () Property & Casualty Manager City of Miami Risk Management I 33132 - 14 N.E. 1st Avenue 2nd Floor O Miami, Floridao (305) 416-1740 Office O (305) 416-176o Fax Q O fg0MeZ@MiaMigov.com cIN %,9, "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Friday, February 7, 2025 11:42 AM To: Quevedo, Terry <TQuevedo@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SIDECAR HR LLC, FLORIDA PROPERTY ADVISORS LLC 1 Good morning Terry, See attached with revisions. Thank you! Daniel De Vito Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 Email: dadevito©miamigov.com Helpful Links: For vendor registration click Here For current solicitations please Visit our Solicitation Page Current contracts can be viewed by Visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence Webpage From: Quevedo, Terry <TQuevedo@miamigov.com> Sent: Friday, February 7, 2025 6:43 AM To: De Vito, Daniel <DaDeVito@miamigov.com>; Gomez Jr., Francisco (,Frank) <FGomez@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR SIDEBAR HRI Daniel �' V/ Please revise the certificate to also refl - oressial I.:ability with retro date as required. Thanks, 1 e M. Queve City of Miami Risk Management Department 14NE 1st Avenue, 2nd Floor Miami, Florida 33132 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo©miamigov. com ..Sew:0 g, Sedutotce49, cord 714,4en xex99 curt eammaositry From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Thursday, February 6, 2025 4:46 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR SIDECAR HR LLC Good afternoon team, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Daniel De Vito Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 Email: dadevito@miamigov.com Helpful Links: For vendor registration click Here For current solicitations please Visit our Solicitaf Current contracts can be viewed by Visiting o ract ase For solicitations in the Cone of Silence plea #‘" O IR27 _ <<C5 Actour qoe f Silence Webpage 3 Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, March 21, 2025 10:29 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha; Fossler, Thomas Subject: Executed IRR Coconut Grove Sailing Club (matter 25-2) Attachments: IRR Coconut Grove Sailing Club (matter 25-2).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Frankeetha: Please close Matter 25-2. Thank you, Aimee/ cankkaillai Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i