10/19/2016 AgreementAMY REAVILIN, CPA
CLERK Of CIRCUR COURT 8 COMPTROLLER
MONROE couxrr, FLORIDA
DATE: December 13, 2016
TO: Christine Hurley, Assistant County Administrative/Growth Management
ATTN. Mayra Tezanos, Executive Administrator
FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller ooe
At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item L8 Approval of agreement for Professional Services between Bender
Consulting Services, Inc., and Monroe County in an amount not to exceed $25,000 for services related
to FEMA's revision of Monroe County's Federal Insurance Rate Maps (FIRMS) and Physical Map
Revisions (PMR's) and coastal remapping to be provided in draft form during fiscal year 2017 and
adopted in fiscal year 2019.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any questions,
please feel free to contact my office.
County Attorney
Finance
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-195-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
BENDER CONSULTING SERVICES, INC., and
MONROE COUNTY
THIS AGREEMENT (hereinafter "Contract/Agreement") is made and entered into this 19th day
of October, 2016, by Monroe County (hereinafter "COUNTY"), a political subdivision of the
State of Florida, whose address is 1100 Simonton Street, Suite 205, Key West, Florida 33040,
and BENDER CONSULTING SERVICES, INC. (hereinafter "CONSULTANT'), having a
principal place of business at: 8374 E. Cheryl Drive, Scottsdale, AZ 85258.
The COUNTY engages the CONSULTANT to perform on -call professional outreach support
services for COUNTY -related flood mapping and other projects, including on -call outreach,
technical, and training support relating to federal legislation on the National Flood Insurance
Program, the Homeowners Flood Insurance Affordability Act, the Biggert-Waters Flood
Insurance Reform Act of 2012, future reform legislation, and flood insurance.
Section 1. SCOPE OF SERVICES
The CONSULTANT shall do, perform and carry out in a professional and proper manner certain
duties as described in the Scope of Services — Exhibit A — which is attached hereto and made
a part of this Agreement.
Section 2. COUNTY'S RESPONSIBILITIES
2.1 Designate in writing a person ("Contract Manager") with authority to t1 act on the
COUNTY'S behalf on all matters concerning the CONSULTANT'S work -product
contemplated by this Agreement, and IM administer this Agreement and monitor
compliance with all terms and conditions stated herein. Assistant County
Administrator Christine Hurley shall be the Contract Manager, until such time she
subsequently designates in writing, to the CONSULTANT, a new COUNTY
Contract Manager.
2.2 Coordinate with CONSULTANT as necessary for the CONSULTANT'S
Performance of the tasks in Exhibit "A." The COUNTY shall review submittals by
CONSULTANT and provide prompt responses to questions submitted thereto, in
in order to minimize delay in the progress of the CONSULTANT'S work -product
contemplated herein.
Section 3. EFFECTIVE DATE(S) AND TERM
The effective date of this Agreement shall be October 19, 2016, services to be rendered by the
CONSULTANT shall be commenced upon that effective date, and the work contemplated herein
shall be completed in accordance with the schedule mutually agreed to by the COUNTY and
CONSULTANT as shown in Exhibit "A.," and shall be completed no later than October 19,
2017, unless it shall be modified in a signed document, by the mutual consent of the COUNTY
and CONSULTANT. The County shall have the option to renew this Agreement after the original
term, for two (2) additional one-year periods (e.g., with a first renewal from October 19, 2017 to
October 19, 2018, and with a second and final renewal from October 19, 2018 to October 19,
2019). Subsequent services shall be performed in accordance with schedules of performance
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which shall be mutually agreed to by COUNTY and CONSULTANT. COUNTY, through its
Assistant County Administrator, shall have the authority to amend the schedule.
Section 4. COMPENSATION
4.1 The maximum compensation available to CONSULTANT under this Agreement is based
on the activities detailed in the Scope of Services. The COUNTY agrees to pay
CONSULTANT based on completion of work within the Scope of Services according to
the deliverables detailed in the Scope of Services.
4.2 Compensation shall be paid by specific assignment/engagement completed which both
falls under authorized Tasks 1 or 2 on Exhibit "A," and is/are deemed satisfactory by
the Contract Manager. Any additional services included in Tasks 1 through 2 on Exhibit
"A" must be authorized by the Board of County Commissioners.
4.3 The total not -to -exceed cost for providing the services contained in Tasks 1 through
Task 2 is $25,000. There shall be no reimbursable items.
Section 5. PAYMENT TO CONSULTANT
5.1 Monthly payments will be made according to the Local Government Prompt Payment
Act. Any request for payment must be in a form satisfactory to the County Clerk (Clerk).
The request must describe in detail the services performed and the payment amount
requested. CONSULTANT must submit to the COUNTY Contract Manager, who will
review the request. The Contract Manager shall note his/her approval on the request
and forward it to the Clerk for payment. If request for payment is not approved, the
Contract Manager must inform CONSULTANT in writing that must include an
explanation of the deficiency that caused the disapproval of the request.
5.2 CONSULTANT shall submit, by U.S. Postal Service certified mail, each month an
invoice by tasks as detailed in the Scope of Services in the following form and address:
Monroe County Building Department
Subject: Invoice
Attn: Assistant County Administrator Christine Hurley
2798 Overseas Highway, Marathon, Florida 33050
5.3 CONSULTANT shall submit such monthly invoices for tasks that have been deemed
completed in writing by the Contract Manager, no later than fifteen (15) calendar days
after each calendar month of task(s) completed, with the exception of the last monthly
invoice as directed in Paragraphs 5.4 and 5.5 below.
5.4 Invoice Schedule: To the end of Paragraph 5.3 above, the first monthly invoice
reflecting such completed tasks shall be due no later than November 3, 2016 (45 days
after the effective date of this Agreement), the second monthly invoice reflecting such
completed tasks shall be due no later than December 18, 2016 (90 days after the
effective date of this Agreement), the third monthly invoice reflecting such completed
tasks shall be due no later than February 1, 2017 (135 days after the effective date of
this Agreement), the fourth monthly invoice reflecting such completed tasks shall be due
no later than March 18, 2017 (180 days after the effective date of this Agreement), the
fifth monthly invoice reflecting such completed tasks shall be due no later than May 2,
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2017 (225 days after the effective date of this Agreement), the sixth monthly invoice
reflecting such completed tasks shall be due no later than June 16, 2017 (270 days after
the effective date of this Agreement), the seventh monthly invoice reflecting such
completed tasks shall be due no later than July 31, 2017 (315 days after the effective
date of this Agreement), et cetera. This invoice schedule may, however, be revised
pursuant to the election of the parties to do so by their mutual written agreement.
Pursuant to the written permission and written directive of the COUNTYS Contract
Manager to the CONSULTANT, the CONSULTANT may provide invoices to the
COUNTY by e-mail.
5.6 Any extension of this contract into the County's next fiscal year is contingent upon an
annual appropriation by Monroe County.
Section 6. CONTRACT TERMINATION
Either party may terminate this contract because of the failure of the other party to perform its
material obligations under the Contract. COUNTY may terminate this contract for any reason
upon fifteen (15) days written notice to CONSULTANT. Immediately after receiving such notice,
CONSULTANT shall immediately discontinue advancing the services contemplated herein, and
deliver all work -product (including but not limited to data, documents, drawings, field survey
notes, public records (as that term has been construed under Florida Statutes - Chapter 119
(2016)), reports, and surveys) to the COUNTY, whether unused, partially completed, or fully
completed. The COUNTY shall pay CONSULTANT for work performed through the date of
termination.
Section 7. AUTHORIZATION OF WORK ASSIGNMENTS
7.1 All work assignments beyond or in addition to Scope of Services — Exhibit "A" shall be
authorized in writing and approved by the Board of County Commissioners.
7.2 There may be additional instructions or provisions specific to the authorized work in the
Scope of Services for the purpose of clarifying certain aspects of this Agreement
pertinent to the work to be undertaken. Such supplemental instruction or provisions shall
not be construed as a modification of this Agreement. Authorizations shall be dated and
serially numbered.
7.3 CONSULTANT shall not assign, sublet or transfer any rights under or interest in
(including, but not without limitations, monies that may become due or monies that are
due) this Agreement or subsequent Work Assignment without the written consent of the
COUNTY, except to the extent that any assignment, subletting, or transfer is mandated
by law or the effect of this limitation may be restricted by law. Unless specifically stated
to the contrary in any written consent to any assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this Agreement.
Section 8. NOTICES
All notices, requests and authorizations provided for herein shall be in a signed document and
shall be hand delivered, or mailed, certified / registered / return receipt requested, or sent by
courier service with a signed receipt, to the addresses as follows:
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To the COUNTY: Robert B. Shillinger, County Attorney
1111 121h Street
Key West, FL 33040
and
Roman Gastesi, County Administrator
1100 Simonton Street, Suite 205
Key West, Florida 33040
To CONSULTANT: Bruce A. Bender, Senior Vice President
Bender Consulting Services, Inc.
8374 E. Cheryl Drive
Scottsdale, AZ 85258
Or addressed to either party at such other addresses as such party shall hereinafter furnish to
the other party in writing. Each such notice, request, or authorization shall be deemed to have
been duly given when so delivered by hand, courier service with proof of delivery, or, if mailed,
when deposited in the mails, registered, postage paid, return receipt requested.
Section 9. RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Upon ten (10) business days' written notice and during normal business
hours, each party to this Agreement or their authorized representatives shall have reasonable
and timely access to such records of each other party to this Agreement for public records
purposes during the term of the Agreement and for four years following the termination of this
Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to
CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this
Agreement, CONSULTANT shall repay the funds. Any employee or agent of COUNTY granted
access to such records shall execute a non -disclosure Agreement prior to being granted such
access. The preceding sentence shall not apply to CONSULTANT's records to the extent such
records are deemed Public Records pursuant to Chapter 119 of the Florida Statutes.
Section 10. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990
CONSULTANT warrants that it has not employed, retained, or otherwise had act on its behalf,
any former County officer or employee subject to the prohibition of Section 2 of Ordinance No.
010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-
1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this
Agreement without liability and may also: In its discretion, deduct from the Agreement or
purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or
consideration paid to the former County officer or employee.
Section 11. CONVICTED VENDOR
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract with a public entity for the construction or
repair of a public building or public work, may not perform work as CONSULTANT, a supplier,
or as CONSULTANT under contract with any public entity, and may not transact business with
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any public entity in excess of the threshold amount provided in Section 287.017 of the Florida
Statutes, for Category 2 for a period of 36 months from the date of being placed on the
convicted vendor list.
Section 12. GOVERNING LAW, VENUE, INTERPRETATION
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State. In the event of
any ambiguity in this Agreement or its incorporated Scope of Services, the parties hereby
expressly deny any subsequent application of the doctrinal principle of contra proferentem to
this contract, and in the interest of furthering the public purpose of this Agreement and its Scope
of Services, any such contractual ambiguity shall be construed in favor of the COUNTY'S
interpretation/construction. Exclusive venue for any adversarial proceeding or litigation arising
out of this Agreement shall be in the 16th Judicial Circuit in and for Monroe County, Florida.
Section 13. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining terms, covenants, conditions and provisions of
this Agreement would prevent the accomplishment of the original intent of this Agreement. The
COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
Section 14. ATTORNEY'S FEES AND COSTS
The COUNTY and CONSULTANT agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs,
investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and
shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate
proceedings. The immediately preceding sentence does not alter the limitation on attorney fees
under Section 768.28, Florida Statutes. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil Procedure. This
Agreement is not subject to arbitration.
Section 15. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of the COUNTY and CONSULTANT and their respective legal representatives,
successors, and assigns.
Section 16. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Agreement have been duly authorized by all necessary County and corporate action, as
required by law.
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Section 17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONSULTANT hereby waive their rights to a jury trial, and COUNTY and
CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by
meet and confer sessions between representatives of each of the parties. If no resolution can
be agreed upon within 30 days after the first meet and confer session, the issue or issues shall
be discussed at a public meeting of the Board of County Commissioners. If the issue or issues
are still not resolved to the satisfaction of the parties, then any party shall have the right to seek
such relief or remedy as may be provided by this Agreement or by Florida law.
Section 18. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to
the formation, execution, performance, or breach of this Agreement, COUNTY and
CONSULTANT agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement
or provision of the services under this Agreement. COUNTY and CONSULTANT specifically
agree that no party to this Agreement shall be required to enter into any arbitration proceedings
related to this Agreement.
Section 19. NONDISCRIMINATION
COUNTY and CONSULTANT agree that there will be no discrimination against any person, and
it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. COUNTY or CONSULTANT agree
to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating
to nondiscrimination. These include but are not limited to: Title VII of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin;
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps;
The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; Title
Vill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental, or financing of housing; The Americans with Disabilities Act
of 1990 (42 USC s. 1201), as may be amended from time to time, relating to nondiscrimination
on the basis of disability; Any other nondiscrimination provisions in any Federal or state statutes
which may apply to the parties to, or the subject matter of, this Agreement.
Section 20. COVENANT OF NO INTEREST
COUNTY and CONSULTANT covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that only interest of each is to perform and receive benefits as recited in
this Agreement.
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Section 21. CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be required to
comply with the standards of conduct for public officers and employees as delineated in Section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Section 22. NO SOLICITATION/PAYMENT
The COUNTY and CONSULTANT warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit
or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of the provision, CONSULTANT
agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
Section 23. PUBLIC ACCESS
The COUNTY and CONSULTANT shall allow and permit reasonable access to, and inspection
of, all documents, papers, letters, or other materials in its possession or under its control subject
to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and
CONSULTANT in conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation of this provision by CONSULTANT.
Additionally, in accordance with Florida Statute Sec. 119.0701, CONSULTANT shall:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that the
public agency would provide the records and at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes, or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to the public
agency in a format that is compatible with the information technology systems of the public
agency.
Section 24. PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS
Recognizing that the work governed by this contract involves the furnishing of advice or services
of a professional nature, the CONSULTANT (hereinafter "CONSULTANT" or "Contractor") shall
purchase and maintain, throughout the life of the contract, Professional Liability Insurance which
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will respond to damages resulting from any claim arising out of the performance of professional
services or any error or omission of the Contractor arising out of work governed by this contract.
The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Commercial General Liability Insurance. Coverage shall be maintained throughout the life of the
contract and include, as a minimum: Premises Operations; Products and Completed
Operations; Blanket Contractual Liability; and Personal Injury Liability. The minimum limits
acceptable shall be: $300,000 Combined Single Limit (CSL).
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as an Additional Insured
on all policies issued to satisfy the above requirements.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to applicable Workers'
Compensation state statutes and the requirements of Florida Statute § 440. In addition, the
Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000
Bodily Injury by Accident; $500,000 Bodily Injury by Disease, policy limits; $100,000 Bodily
Injury by Disease, each employee.
Coverage shall be maintained throughout the entire term of the Agreement. Coverage shall be
provided by a company or companies authorized to transact business in the State of Florida.
If the Contractor has been approved by the Florida Department of Labor as an authorized self -
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request by the County.
Section 25. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and CONSULTANT in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall
any contract entered into by the COUNTY be required to contain any provision for waiver.
Section 26. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Agreement within the territorial limits of
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the COUNTY shall apply to the same degree and extent to the performance of such functions
and duties of such officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
Section 27. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delenation of Constitutional or Statutory Duties. This Agreement is not intended to, nor
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to
the extent permitted by the Florida Constitution, state statute, and case law.
Section 28. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and CONSULTANT agree that neither the
COUNTY nor CONSULTANT or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
Section 29. ATTESTATIONS
CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, to
include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace
Statement.
Section 30. NO PERSONAL LIABILITY
No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
Section 31. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
Section 32. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.
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Section 33. INDEMNIFICATION
Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,
subject to and without waiving the provisions of Section 768.28, Florida Statutes, each party
agrees to defend, indemnify, and hold harmless the other party for any and all claims arising out
of the wrongful actions of the first party, its employees, contractors, and agents, including (i) any
claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proceedings, or other proceedings relating to any type of injury (including death), loss, damage,
fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted
against, initiated with respect to, or sustained by, any indemnified party by reason of, or in
connection with, (A) any activity of CONSULTANT or any of its employees, agents, or other
invitees during the term of this Agreement, (B) the negligence or willful misconduct of
CONSULTANT or any of its employees, agents, or other invitees, or (C) CONSULTANT's
default in respect of any of the obligations that it undertakes under the terms of this Agreement,
except to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions
of the COUNTY or any of its employees, agents, or invitees (other than
CONSULTANT). Insofar as the claims, actions, causes of action, litigation, proceedings, costs
or expenses relate to events or circumstances that occur during the term of this Agreement, this
section will survive the expiration of the term of this Agreement or any earlier termination of this
Agreement.
Section 34. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, CONSULTANT is an independent CONTRACTOR
and not an employee of the Board of County Commissioners. No statement contained in this
Agreement shall be construed so as to find CONSULTANT or any of his/her employees,
contractors, servants, or agents to be employees of the Board of County Commissioners for
Monroe County. As an independent contractor CONSULTANT shall provide independent,
professional judgment and comply with all Federal, state, and local statutes, ordinances, rules
and regulations applicable to the services to be provided.
Section 35. DELAY
CONSULTANT agrees that no charges or claims for damages shall be made by it for any delays
or hindrances attributable to the COUNTY during the progress of any portion of the services
specified in this contract. If possible, such delays or hindrances, if any, shall be compensated
for by the COUNTY by an extension of time for a reasonable period for CONSULTANT to
complete the work schedule. Such an Agreement shall be made between the parties based on
funding availability.
Section 36. ENTIRE AGREEMENT/MODIFICATIONIAMENDMENT
This Agreement supersedes any prior oral or written representations. No representations were
made or relied upon by either party, other than those that are expressly set forth herein. Unless
otherwise specifically and expressly set forth within this Agreement, no agent, employee, or
other representative of either party is authorized to modify or amend this Agreement's terms,
unless such modification or amendment is executed with the same formality as this Agreement.
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Section 37. EFFECTIVE DATES
This Agreement shall take effect on October 19th, 2016, and shall terminate on October 19th,
2017.
BALANCE OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
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c-1
T
IN WITNESS WHEREOF, the parties hereto have caused these presents to be eiApited op;hwC
day of October 2016.
cn
HEAVILIN, CLERK
BOUNTY, FLORIDA
12-13J/ e
BENDER CONSULTI ERVICES, INC.
Print Name: a A. r
Signature:
Title: Senior Vice President
STATE OF �4,r rn ry it
COUNTY OF Ai ,o14
MONROE CO
BOARD OF 411WIS—SIC-ONERS
By:
Mayor Heather A. Carruthers
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
PETER MORRIS
ASSISTANT COUNTY ATTORNEY
Date:
Witness No. 2:
L (A)c i* c L/fc obi
(Print Name)
Witness No 2:
(Sig ure)
♦
On this ( day of OrT-, 20i �p , before me, the undersigned notary public, personally
appeared 5 ., Li .A 13f ✓ -0 C A who states he is authorized to
execute this document, nd is known to me to be the person whose name is subscribed above
or who produced A L �>7 �,� trc;�,r 3 Las identification, and acknowledged that he is the
person who executed the document above for the purposes therein contained.
My Commission expires: 0 zy of
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SEAN DEGENHART
Notary Public -Arizona
Maricopa County
Commission# 330144
Expires February 24. 7 ;„ '
(Seal)
EXHIBIT "A"
SCOPE OF SERVICES
Clear Statement of Public Purpose. Bender Consulting Services, Inc. (hereinafter "CONSULTANT")
proposes entering into a fixed -price, not -to -exceed contract with Monroe County (hereinafter "COUNTY")
of $25,000, to provide outreach, training, and technical support to the COUNTY and its mapping
contractor(s) concerning FEMA's implementation of NFIP reform legislation, federal legislation on the
National Flood Insurance Prooram the Homeowners Flood Insurance Affordability Act. the Biggert-
Waters Flood Insurance Reform Act of 2012, anticipated future changes to the federal flood insurance
program and County training and outreach efforts directed at the COUNTY'S Physical Map Revisions
(PMRs) and coastal re -mapping and the insurance implications of these, the collective public purpose
and goal of these being to assist and educate stakeholders and the public in understanding these and
the corresponding changes of these to insurance thereto.
The text underlined in the immediately foregoing sentence shall hereafter be referred to as the "subject
matter' of this Scope of Services.
The CONSULTANT shall u provide outreach, training, and technical support to the COUNTY regarding
the subject matter of this Scope of Services and the corresponding anticipated future changes these may
or will have on flood insurance costs, requirements, and stakeholder options in response thereto, and u
shall be the lead outreach support specialist and the lead insurance specialist regarding the subject
matter of this Scope of Services, both W and u being subject to further clarification, refinement, and
specific direction of the COUNTY pursuant to the express written directive of the COUNTY'S Contract
Manager to the CONSULTANT.
Scope of Work. Bender Consulting Services, Inc. (hereinafter "CONSULTANT") proposes entering into
a fixed price, not -to -exceed agreement with Monroe County (hereinafter "COUNTY") of $25,000 to assist
in providing on -call professional outreach, training, and technical support services to the COUNTY
regarding the subject matter of this Scope of Services for a period of one (1) year from October 19, 2016
- October 19, 2017 (a/k/a effective date of this Agreement).
CONSULTANT'S duties and responsibilities to the COUNTY shall comprise the following tasks:
1. Task No. 1 - Physical Map Revision (PMR) or Mappina Study Outreach, Training, and
Technical Support: The CONSULTANT shall, for each Physical Map Revision (PMR) and
Mapping Study relating to the subject matter of this Scope of Services, furnish to the COUNTY
and the COUNTY'S later -designated (in writing by COUNTY) mapping contractor on -call advice,
feedback, and recommendations to the COUNTY and its mapping contractor concerning said
PMR and Mapping Study(ies) relating to the subject matter of this Scope of Services, formulated
in order to identify and evaluate issues and solutions related to the subject matter of this Scope of
Services for the benefit of stakeholders and the public, and to generate recommended solutions
thereto for the benefit of stakeholders and the public.
1.1 Workshops. Pursuant to the written directive of the COUNTY'S Contract Manager to the
CONSULTANT, the CONSULTANT shall deliver to the COUNTY workshops to educate and
inform stakeholders and the public regarding the subject matter of this Scope of Services.
Unless otherwise directed in writing by the COUNTY'S Contract Manager, the CONSULTANT
13 of 16
shall physically attend and be the lead and primary presenter at such workshop(s). Such
workshops shall be held in the Florida Keys of Monroe County, Florida, in accordance with
date(s), time(s), and location(s) chosen pursuant to the express written directive of the
COUNTY'S Contract Manager, in consultation with the CONSULTANT.
1.2 Non -Workshop Monroe County Public Meetings. Pursuant to the written directive of the
COUNTY'S Contract Manager to the CONSULTANT, the CONSULTANT shall physically
attend public meetings of the Monroe County Board of County Commissioners (hereinafter
"BOCC"), and other meetings falling under the auspices of the constitutional office of the
BOCC, to educate and inform stakeholders and the public regarding the subject matter of this
Scope of Services. Unless otherwise directed in writing by the COUNTY'S Contract Manager,
the CONSULTANT shall be the lead and primary presenter regarding the subject matter of
this Scope of Services at such non -workshop public meetings.
3 Supplementary Assistance. Supplementing the lead/primary duties and responsibilities
outlined at Paragraphs 1.1 and 1.2 above, the CONSULTANT shall also, unless otherwise
directed by the COUNTY'S Contract Manager, render assistance COUNTY staff and the
COUNTY'S mapping contractor in their preparation of their own presentations in relation to
Paragraphs 1.1 and 1.2 above, including relevant, data, documents, handouts, and other
similar materials thereto.
1.4 Joint Nature of Specific Assignment Selection(s) and Compensation Thereto. The
COUNTY, through its Contract Manager, and the CONSULTANT, shall jointly determine the
specific assignment(s)/engagement(s) and cost(s) corresponding to each such speck
assignment(s)/engagement(s) that the CONSULTANT shall undertake pursuant to the
foregoing Agreement and this Scope of Services.
The CONSULTANT shall only pursue and complete specific assignment(s)/engagement(s)
when W the CONSULTANT has received express written direction to do so from the
COUNTY'S Contract Manager, u the CONSULTANT and the COUNTY, through its Contract
Manager in consultation with the Assistant County Attomey(s) assigned/dedicated to the
Contract Manager, have mutually agreed in writing upon a not -to -exceed price corresponding
to a specific assignment/engagement, and 131 such specific task(s) doestdo not eclipse the
$25,000 not -to -exceed amount of this Agreement and Scope of Services herein.
It is the mutual responsibility of the COUNTY'S Contract Manager and the CONSULTANT to
document these three (3) conditions precedent to the CONSULTANT'S pursuit and
completion of each such specific assignments)/engagement(s).
5 The manner in which work is distributed between the CONSULTANT, COUNTY staff, and the
COUNTY'S mapping contractor required to complete this Task No. 1, and the deeming of the
CONSULTANT'S satisfactory completion of this Task No. 1, the latter of which is hereby
expressly recognized to be a condition precedent to CONSULTANT'S completion of this Task
No. 1 under this Agreement and the COUNTY'S compensation thereto, are all hereby
exclusively reserved to the express written decree of the COUNTY'S Contract Manager to the
CONSULTANT.
14 of 16
2. Task No. 2 — NFIP Reform Legislation Outreach, Training, and Technical Support: It is
anticipated that as FEMA implements current and anticipated future legislation regarding the
subject matter of this Scope of Services, that this/these will likely result in impacts to Monroe
County stakeholders and the Monroe County public, including but not limited to the mapping of
older buildings and structures being mapped into higher risks. Given the meaningful number of
older homes and structures in Monroe County, and given that several projects to map Monroe
County for purposes related to the subject matter of this Scope of Services are currently ongoing
or have recently completed, it is essential that property owners are adequately informed of the
impact(s) of this/these and their future options to financially and structurally manage and mitigate
this/these impact(s).
As such, the CONSULTANT shall furnish on -call advice, feedback, and recommendations to the
COUNTY and its mapping consultant relating to the more general subject matter of this Task No.
2, as it relates to the subject matter of this Agreement as described at this Scope of Service's
foregoing Clear Statement of Public Purpose, formulated in order to identify and evaluate
issues and solutions related to said subject matter for the benefit of such stakeholders and the
public, and to generate recommended solutions thereto for the benefit of stakeholders and the
public.
2.1 Joint Nature of Specific Assignment Selection(s) and Compensation Thereto. The
COUNTY, through its Contract Manager, and the CONSULTANT, shall jointly determine the
specific assignment(s)/engagement(s) and cost(s) corresponding to each such speck
assignment(s)/engagement(s) that the CONSULTANT shall undertake pursuant to the
foregoing Agreement and this Scope of Services.
The CONSULTANT shall only pursue and complete specific assignment(s)/engagement(s)
when W the CONSULTANT has received express written direction to do so from the
COUNTY'S Contract Manager, j21 the CONSULTANT and the COUNTY, through its Contract
Manager in consultation with the Assistant County Attomey(s) assigned/dedicated to the
Contract Manager, have mutually agreed in writing upon a not -to -exceed price corresponding
to a speck assignment/engagement, and Ll such specific task(s) doesido not eclipse the
$25,000 not -to -exceed amount of this Agreement and Scope of Services herein.
It is the mutual responsibility of the COUNTY'S Contract Manager and the CONSULTANT to
document these three (3) conditions precedent to the CONSULTANT'S pursuit and
completion of each such specific assignments)/engagement(s).
2.2 The manner in which work is distributed between the CONSULTANT, COUNTY staff, and the
COUNTY'S mapping contractor required to complete this Task No. 2, and the deeming of the
CONSULTANT'S satisfactory completion of this Task No. 2, the latter of which is hereby
expressly recognized to be a condition precedent to CONSULTANT'S completion of this Task
No. 2 under this Agreement and the COUNTY'S compensation thereto, are all hereby
exclusively reserved to the express written decree of the COUNTY'S Contract Manager to the
CONSULTANT.
CONSULTATION WITH COUNTY REQUIRED. The CONSULTANT shall, at least five (5) days prior to
the presentation of any of its work -product pursuant to an authorized specific assignment/engagement
15 of 16
under Task No. 1 or Task No. 2 above, provide the COUNTY, via the COUNTY Contract Manager, with
all materials to be relied upon and/or presented at such specific assignment/engagement. The COUNTY
Contract Manager, the COUNTY'S mapping contractor, and COUNTY staff shall review the draft
materials, and provide the CONSULTANT with a set of consolidated written comments on the draft.
Subsequently, at the express written directive of the COUNTY Contract Manager, the CONSULTANT
and the COUNTY may conduct conference call(s) to discuss said comments and reach consensus
regarding revisions to the draft materials. The CONSULTANT shall then make such mutually agreed -
upon revisions at least three (3) days prior to the presentation of any such work -product, and submit a
Final Draft of those final revised materials to the COUNTY Contract Manager, whom shall disseminate
those final materials to the COUNTY'S mapping contractor and COUNTY staff, as the Manager deems
relevant and appropriate.
Estimated Cost & Budget. CONSULTANT's all-inclusive daily rate for professional facilitation services
for this project is calculated at a rate of $220.00 per hour. This rate includes professional facilitation staff
time, support staff time, task expenses and overhead, travel -related expenses (other than as set forth in
the immediately subsequent sentence), and indirect costs charged by the CONSULTANT. This mutually
agreed -upon hourly rate may be amended pursuant to the mutual written agreement of the
CONSULTANT and the COUNTY Contract Manager (on behalf of the COUNTY), the latter of (COUNTY
Contract Manager) which must consult with his/her assigned/dedicated Assistant County Attomey(s)
prior to so mutually agreeing in writing to amend this hourly rate. The all-inclusive, line item dollar amount
per day of travel for the CONSULTANT'S attendance in the Florida Keys of Monroe County, Florida, as
set forth in Tasks 1 and 2 above shall be $2,500 per day. In no event may the COUNTY Contract
Manager and the CONSULTANT mutually agree to amend the foregoing Agreement or this Scope of
Services, or otherwise enter into a subsequent agreement relating to this Agreement, in a manner that
deigns to compensate the CONSULTANT in excess of this Agreement's and Scope of Services' not -to -
exceed amount of $25,000; the parties hereby agree that any such amendment or agreement shall be
considered void ab initio.
TOTAL NOT -TO -EXCEED COSTS, BY TASK
Tasks:
1. Physical Map Revision (PMR) or Mapping Study,
Outreach Training, and Technical Support
2. NFIP Reform Legislation Outreach, Training,
and Technical Support
3. Required Attendance in Florida Keys of Monroe,
County, Florida
Total Not -to -Exceed Cost: $25,000
16 of 16
Time: Cost:
Hourly Rate $220.00 per hour
Hourly Rate $220.00 per hour
Per Day $2,500 per day
I
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BENDCON-01 BTAYLOR
ACORO' CERTIFICATE OF LIABILITY INSURANCE
ATE (MAMONIYY)
r10/1912015
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 pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such andorsems s .
PRODuCER
CoSit Insurance, Inc, - AZ
2600
Suite 195 Central Ave.
Phoen!I4 AZ S5004
NAME. Kim Martin
F 602 298-2328 N 602 230-5782
s, kmartin@cobWr!sumnce.com
INSURE AFFORDING COVBMOE
NAIL a
INSURER A: American Casualty Co. of Reading PA
20427
INSURED
Bender Consulting Services, Inc.
8374 E. Cheryl Drive
Scottsdale, AZ 85258
INSURER e : United States I-lablifty Insurance Co USLI
25095
INSURER C :
INSURER o :
INSURER E :
INSURER F :----------� _�_
C-0yFF Ar:F4 CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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
POLICY NUMBER
POLICY
MMIDD�
LIMITS
A
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
S Z000,000
CLARIS41ADE [:] OCCUR 7 40181664" 0410112016 0410112017 MISEsDRENTED ar.ncej
MED EXP ft one Pwwn;
s 300,00
s 10,00
-------� PERSONAL aADVKA)RY
S 2,000,00
GENLAGGREGATE LIMTAPPLES PER: ' i GENERAL AGGREGATE
S 4,000,00
3 4,000,0
POLICY 0 �J� LOC F PRODUCTS-COMPIOPAGG
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OTHER
A
AUTOMOBILE LIABILITY
~ ANY AUTO X 4018166444 0410112016
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BODLY INJURY (Par acbdWtS
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SPID124271
0210112016
0=112017
1,000.00
OESCRI"M OF OPERATIONS I LOCATIONS I VEHICLES (ACOrID tat. AddXMas1 Remarks SchW ula, may bo nuuhed if mere span le requhedl
IMonroe County Board of County Commissioners Is named as Additional Insured with respects to General Llabllity where required by written contract per form
IS6146932E 0611.
:Monroe County Board of County Commissioners is named as Additional Insured with respects to Auto Liability where required by written contract perform
33146932E 0611.
A.
01A
Monroe County Board of County Commissioners
1100 Simonton Street, Suite 205
ACORD 25 (2014/01)
SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRRUNTATIVE
01988-2014 ACORD
The ACORD name and logo are registered marks of ACORD
reserved.
CNA
SB-146932-E
(Ed. 06111)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered
as an additional insured on any other endorsement now or hereafter attached to this Policy.
1. ADDITIONAL INSURED — BLANKET VENDORS own acts or omission or those of its
employees or anyone else acting on its
WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not
additional insured any person or organization (referred apply to:
to below as vendor) with whom you agreed, because
of a written contract or agreement to provide
insurance, but only with respect to "bodily injury" or
"property damage" arising out of "your products" which
are distributed or sold in the regular course of the
vendor's business, subject to the following additional
exclusions:
1. The insurance afforded the vendor does not apply
to:
a. "Bodily injury" or "property damage" for which
the vendor is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
vendor would have in the absence of the
contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the
product made intentionally by the vendor;
d. Repackaging, except when unpacked solely
for the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and then
repackaged in the original container,
e. Any failure to make such inspections,
adjustments, tests or servicing as the vendor
has agreed to make or normally undertakes to
make in the usual course of business, in
connection with the distribution or sale of the
products;
C Demonstration, installation, servicing or repair
operations, except such operations performed
a`.. at the vendor's premises in connection with
the sale of the product;
g. Products which, after distribution or sale by
you, have been labeled or relabeled or used
as a container, part or ingredient of any other
thing or substance by or for the vendor, or
h. "Bodily injury" or "property damage" arising
out of the sole negligence of the vendor for its
(1) The exceptions contained in
Subparagraphs d. or f.; or
(2) Such inspections, adjustments, tests or
servicing as the vendor has agreed to
make or normally undertakes to make in
the usual course of business, in
connection with the distribution or sale of
the products.
2. This insurance does not apply to any insured
person or organization, from whom you have
acquired such products, or any ingredient, part or
container, entering into, accompanying or
containing such products.
3. This provision 2. does not apply to any vendor
included as an insured by an endorsement issued
by us and made a part of this Policy.
4. This provision 2. does not apply if "bodily injury" or
"property damage" included within the "products -
completed operations hazard" Is excluded either
by the provisions of the Policy or by endorsement.
2. MISCELLANEOUS ADDITIONAL INSUREDS
WHO IS AN INSURED is amended to include as an
insured any person or organization (called additional
Insured) described in paragraphs 2.a. through 2.h.
below whom you are required to add as an additional
Insured on this policy under a written contract or
agreement but the written contract or agreement must
be:
1. Currently in effect or becoming effective during the
term of this policy; and
2. Executed prior to the "bodily injury," 'property
damage" or 'personal and advertising injury," but
Only the following persons or organizations are
additional insureds under this endorsement and
coverage provided to such additional insureds Is
limited as provided herein:
a. Additional Insured —Your Work
That person or organization for whom you do
work is an additional insured solely for liability
SS-146932-E Page 1 of 5
(Ed. 06111)
CNA
due to your negligence specifically resulting
from your work for the additional insured
which is the subject of the written contract or
written agreement. No coverage applies to
liability resulting from the sole negligence of
the additional insured.
The insurance provided to the additional
insured is limited as follows:
(1) The Limits of Insurance applicable to the
additional insured are those specified in
the written contract or written agreement
or in the Declarations of this policy,
whichever is less. These Limits of
Insurance are inclusive of, and not in
addition to, the Limits of Insurance shown
in the Declarations.
(2) The coverage provided to the additional
insured by this endorsement and
paragraph F.9. of the definition of "insured
contract" under Liability and Medical
Expenses Definitions do not apply to
"bodily injury" or "property damage"
arising out of the "products -completed
operations hazard" unless required by the
written contract or written agreement.
(3) The insurance provided to the additional
Insured does not apply to "bodily injury,"
"property damage" or "personal and
advertising injury" arising out of the
rendering or failure to render any
professional services.
b. State or Political Subdivisions
A stale or political subdivision subject to the
following provisions:
(1) This insurance applies only with respect
to the following hazards for which the
state or political subdivision has issued a
permit in connection with premises you
own, rent, or control and to which this
Insurance applies:
(a) The existence, maintenance, repair,
construction, erection, or removal of
advertising signs, awnings, canopies,
cellar entrances, coal holes,
driveways, manholes, marquees,
hoistaway openings, sidewalk vaults,
street banners, or decorations and
similar exposures; or
(b) The construction, erection, or
removal of elevators; or
(2) This insurance applies only with respect
to operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
SB-146932-E
(Ed. 06111)
SB-146932-E
(Ed. 06111)
This insurance does not apply to "bodily
Injury," "property damage" or "personal and
advertising injury" arising out of operations
performed for the state or municipality.
c. Controlling Interest
Any persons or organizations with a
controlling interest in you but only with respect
to their liability arising out of:
(1) Their financial control of you; or
(2) Premises they own, maintain or control
while you lease or occupy these
premises.
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for such additional
insured.
d. Managers or Lessors of Premises
A manager or lessor of premises but only with
respect to liability arising out of the ownership,
maintenance or use of that specific part of the
premises leased to you and subject to the
following additional exclusions:
This insurance does not apply to:
(1) Any "occurrence" which takes place after
you cease to be a tenant in that premises;
or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.
e. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver but only
with respect to their liability as mortgagee,
assignee, or receiver and arising out of the
ownership, maintenance, or use of a premises
by you.
This insurance does not apply to structural
alterations, new construction or demolition
operations performed by or for such additional
insured.
f. Owners/Other Interests — Land is Leased
An owner or other interest from whom land
has been leased by you but only with respect
to liability arising out of the ownership,
maintenance or use of that specific part of the
land leased to you and subject to the following
additional exclusions:
This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to lease that land; or
Page 2 of 5
CNA
SB-146932-E
(Ed. 06/11)
(2) Structural alterations, new
Damage To Property, is replaced by the
construction or demolition operations
following:
performed by or on behalf of such
It. Damage To Property
additional insured.
g. Co-owner of Insured Premises
"Property damage" to:
A co-owner of a premises co -owned by you
1. Property you own, rent or occupy,
including any costs or expenses
and covered under this insurance but only
incurred by you, or any other person,
with respect to the co -owners liability as co-
organization or entity, for repair,
owner of such premises.
replacement, enhancement,
h. Lessor of Equipment
restoration or maintenance of such
Any person or organization from whom you
property for any reason, including
injury
prevention injury a person or
lease equipment Such person or organization
damage to another'property;
are insureds only with respect to their liability
arising out of the maintenance, operation or
2. Premises you sell, give away or
use by you of equipment leased to you by
abandon, if the "property damage"
such person or organization. A person's or
arises out of any part of those
organization's status as an insured under this
premises;
endorsement ends when their written contract
3. Property loaned to you;
or agreement with you for such leased
equipment ends.
4. Personal property in the care,
With respect to the insurance afforded these
custody or control of the insured;
additional insureds, the following additional
5. That particular part of any real
exclusions apply:
property on which you or any
This insurance does not apply:
contractors or subcontractors working
directly or indirectly in your behalf are
(1) To any "occurrence" which takes place
performing operations, if the "property
after the equipment lease expires; or
damage" arises out of those
operations; or
(2) To "bodily injury," "property damage" or
"personal and advertising injury" arising
6. That particular part of any property
out of the sole negligence of such
that must be restored, repaired or
additional insured.
replaced because "your work" was
incorrectly performed on it.
Any insurance provided to an additional Insured
designated under paragraphs b. through h. above
Paragraph 2 of this exclusion does not
does not apply to "bodily injury" or "property
apply If the premises are "your work" and
damage" included within the "products -completed
were never occupied, rented or held for
operations hazard."
rental by you.
3. The following is added to Paragraph H. of the
Paragraphs 1, 3, and 4, of this exclusion
BUSINESSOWNERS COMMON POLICY
do not apply to "property damage" (other
CONDITIONS:
than damage by fire or explosion) to
premises:
H. Other Insurance
(1) rented to you:
4. This insurance is excess over any other
t� insurance naming the additional insured
(2) temporarily occupied by you with the
as an insured whether primary, excess,
permission of the owner, or
contingent or on any other basis unless a
(3) to the contents of premises rented to
written contract or written agreement
you for a period of 7 or fewer
specifically requires that this insurance be
consecutive days.
either primary or primary and
A separate limit of insurance applies to
noncontributing.
Damage To Premises Rented To You as
—_ 4. LEGAL LIABILITY — DAMAGE TO PREMISES
described in Section D — Liability and
Medical Expenses Limits of Insurance.
A. Under B. Exclusions, 1. Applicable to
Business Liability Coverage, Exclusion k.
SB-146932-E
Page 3 of 5
(Ed. 06/11)
CHA
Paragraphs 3, 4, 5, and 6 of this
exclusion do not apply to liability
assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not
apply to "property damage" included in
the "products -completed operations
hazard."
B. Under B. Exclusions, 1. Applicable to
Business Liability Coverage, the last
paragraph of 2. Exclusions is deleted and
replaced by the following:
Exclusions c, d, e, f, g, h, i, k, I, m, n, and o,
do not apply to damage by fire to premises
while rented to you or temporarily occupied by
you with permission of the owner or to the
contents of premises rented to you for a
period of 7 or fewer consecutive days. A
separate limit of insurance applies to this
coverage as described in Section D. Liability
And Medical Expenses Limits Of
Insurance.
C. The first Paragraph under item 5. Damage To
Premises Rented To You Limit of Section
D. Liability And Medical Expenses Limits
Of Insurance is replaced by the following:
The most we will pay under Business Liability
for damages because of "property damage"
to any one premises, while rented to you, or
temporarily occupied by you, with the
permission of the owner, including contents of
such premises rented to you for a period of 7
or fewer consecutive days, is the Damage to
Premises Rented to You limit shown in the
Declaration.
5. Blanket Waiver of Subrogation
We waive any right of recovery we may have
against:
a. Any person or organization with whom you
have a written contract that requires such a
waiver.
6. Broad Knowledge of Occurrence
The following items are added to E.
Businessowners General Liability Conditions
In the Businessowners Liability Coverage
Form:
e. Paragraphs a. and b. apply to you or to any
additional insured only when such
"occurrence," offense, claim or "suit" is known
to:
(1) You or any additional insured that is an
individual;
SB-146932-E
(Ed. 06111)
SB-146932-E
(Ed. 06111)
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, If you or an additional Insured is
a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you or
an additional insured is a political
subdivision or public entity.
This paragraph e, applies separately to you
and any additional insured.
7. Bodily Injury
Section F. Liability and Medical Expenses
Definitions, item 3. "Bodily Injury" is deleted and
replaced with the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by a person, including death,
humiliation, shock, mental anguish or mental
injury by that person at any time which results as
a consequence of the bodily injury, sickness or
disease.
S. Expanded Personal and Advertising Injury
Definition
a. The following is added to Section F. Liability
and Medical Expenses Definitions, item 14.
Personal and Advertising Injury, In the
Businessowners General Liability
Coverage Form:
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a natural
person, but only if such discrimination or
humiliation is:
1. Not done intentionally by or at the
direction of:
a. The insured; or
b. Any "executive officer," director,
stockholder, partner, member or
manager (if you are a limited liability
company) of the insured; and
2. Not directly or indirectly related to the
employment, prospective employment,
past employment or termination of
employment of any person or person by
any insured.
b. The following is added to Exclusions, Section
B.:
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CNA
(15)Discrimination Relating to Room,
Dwelling or Premises
Caused by discrimination directly or
Indirectly related to the sale, rental, lease
or sub -lease or prospective sale, rental,
lease or sub -lease of any room, dwelling
or premises by or at the direction of any
insured.
(16)Fines or Penalties
Fines or penalties levied or imposed by a
governmental entity because of
discrimination.
c. This provision (Expanded Personal and
Advertising Injury) does not apply if
SB-146932-E
(Ed. 06/11)
SB-146932-E
(Ed. 06/11)
Personal and Advertising Injury Liability is
excluded either by the provisions of the Policy
or by endorsement.
9. Personal and Advertising Injury Re -defined
Section F. Liability and Medical Expenses
Definitions, item 14, Personal Advertising Injury,
Paragraph c. is replaced by the following:
c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room dwelling or premises
that a person or organization occupies
committed by or on behalf of it's owner,
landlord or lessor.
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