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Item I7M C ounty of f Monroe ELj » °o � BOARD OF COUNTY COMMISSIONERS /� � Mayor David Rice, District 4 Th e Florida Keys Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting January 17, 2018 Agenda Item Number: I.7 Agenda Item Summary #3796 BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Christine Hurley TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 292 -4441 N/A AGENDA ITEM WORDING: Approval of an amendment to Professional Services between Bender Consulting Services, Inc. and Monroe County related to review and public presentations of new Flood Zone Mapping, changing term from 10/19/16 — 10/19/17 to end date of 12/31/2020. ITEM BACKGROUND: Taylor Engineering, on behalf of the Federal Emergency Management Agency (FEMA) has been working on the Southeast Florida Coastal Study of the Florida Keys. Risk Mapping will produce updated flood hazard data to increasing resiliency and then, new updated Flood Insurance Rate Maps will be produced. The Commission has heard a presentation by Michael Delcharco on this study over the past couple of years. The maps determine revised base flood elevations (BFEs) and flood inundation boundaries for 1% annual- chance (base) flood total water levels. The initial tentative timeline provided by Taylor Engineering, on behalf of FEMA indicated the County could expect preliminary mapping in 2017. That has been changed now to an expected delivery date of end of 2018. Once we receive these maps, there will be a time period where the County is able to comment on the maps. There will also be a need for assistance with public outreach to the community. Primarily, explaining to citizens what these new maps mean to them from a development perspective, as well as from a flood insurance impact perspective. Following the preliminary maps, there will be Post Preliminary Processing of public comment and the maps are not expected to be effective until 2020; thereby explaining the necessity to extend Mr. Bender's initial contract. Bruce Bender is a leading consultant in this field. An example of a change that could happen with the new maps: Properties in Monroe County that were flood zone A8 (for example) could change to flood zone A10, and those sites would then no longer be compliant with the minimum elevation causing an increase in insurance rates. Bender Consulting Services, Inc., will supplement any outreach efforts that mapping contractors will be performing on Monroe County Physical Map Revisions (PMR's) and coastal remapping with an insurance component that educates stakeholders and assists the public in understanding the map changes and corresponding insurance options. As you know Congress passed the Biggert- Waters Flood Insurance Reform Act of 2012, only to change it after the sweeping financial consequences became knows to the lawmakers that passed the bill. Next, the Homeowners Flood Insurance Affordability Act was passed that lessened the impact to flood insurance policy holders, but put in place a progressive increasing insurance amount per year until the property rates are actuarially sound. Reauthorization of NFIP will begin at the legislative level in 2017. Mr. Bender will also be able to assist the County in analyzing the impacts of legislative changes on flood insurance policy holders, based on this reform. Finally, Mr. Bender will assist with outreach to the community on these subjects as needed. PREVIOUS RELEVANT BOCC ACTION: 10/19/16 — BOCC approved the initial Contract with Bender Consulting Services, Inc. CONTRACT /AGREEMENT CHANGES: Amendment STAFF RECOMMENDATION: Approval DOCUMENTATION: Draft Amendment No. 1 to Contract with Bender Consulting Services, Inc. 10192016 Agreement FINANCIAL IMPACT: Effective Date: October 19, 2017 Expiration Date: December 31, 2020 Total Dollar Value of Contract: Not to exceed $24,999.99 Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: If yes, amount: 10/19/17 180 -52502 -BUILDING DEPARTMENT Professional Services - Floodplain Mapping $24,999.99 REVIEWED BY: Christine Hurley Completed 12/29/2017 4:17 PM Peter Morris Completed 12/29/2017 5:45 PM Budget and Finance Completed 01/02/2018 9:03 AM Maria Slavik Completed 01/02/2018 9:10 AM Kathy Peters Completed 01/02/2018 9:30 AM Board of County Commissioners Pending 01/17/2018 9:00 AM AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVIC BETWEEN BENDER CONSULTING SERVICES, INC., an 1 i TTOVROE =WW THIS AMENDMENT NO. I TO AGREEMENT is made and entered into this (Day) of ; (Month), between the Monroe County Board of County Commissioners (hereinafter "County" or'BOCC") and Bender Consulting Services, Inc. (hereinafter "Consultant"). WITNESSETH: WHEREAS, on October 19, 2016, the parties entered into an Agreement 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, and flood insurance, with a date of completion of October 19, 2017; and WHEREAS, the Agreement, at Section 3., provides that the County and Consultant may modify said Agreement pursuant to the parties' mutual consent in writing, and further provides that the parties have the option to renew said Agreement; and WHEREAS, the Agreement, at Section 3., provides that any such modification and/or renewal shall be performed in accordance with schedules of performance mutually-agreed to by and between the County and the Consultant; and WHEREAS, the County recognizes the public benefit of continuing such service(s); and WHEREAS, the County and the Consultant desire to retroactively modify, and renew, said Agreement; NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned parties agree as follows: 1. The recitals contained herein are true and correct and are hereby incorporated as if fully set forth herein. 2. The original Agreement (hereinafter the or this "Agreement") between the parties is made a legally effective part of this First Amendment, except as expressly amended under this Amendment No. 1 and Amendment No. 1's revised Scope of Services attached hereto as Exhibit "A." 3. Section 3. of the Agreement is hereby amended to read as follows: Section 3. EFFECTIVE DATE(S) AND TERM The effective date of this Agreement shall be retroactive to October 19, 2017, services to be rendered by the Consultant shall be commenced upon that effective date, and the work contemplated herein shall be completed in accordance the schedule shown in 0 U 0 6 Z E I M Exhibit "A." to this Amended Agreement, and shall be completed no later than December 31, 2020, unless it shall be modified in a signed document by the mutual consent of the County and Consultant. Subsequent services shall be performed in accordance with schedules of performance which shall be mutually agreed to by the County and Consultant. The County, through its Assistant County Administrator, shall have the authority to amend this schedule. 11�11111!!�J� 11!!IIII; �;11!1111 T 4.1 The maximum compensation available to the Consultant under this Agreement is based on the activities detailed in the Scope of Services. The County agrees to pay the 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." to this Agreement and Ware; deemed satisfactory by the Contract Manager. Any additional services included in Tasks 1 through 2 on said Exhibit "A." must be authorized by the Board of County Commissioners. 9 Section 5.4 of the Agreement is hereby amended to read as follows: The Consultant is a "contractor" as defined in Section 119.0701(1)(a), Florida Statutes (2017) and shall: 6 Z E I IM RMI E-Mail: Bradley-Brian@,MonroeCounty-FL.gov Address: 1111 12 Street, Suite 408, Key West, FL 33040 Telephone: 305-292-3470 Telefax: 305-292-3516 . I Mis Agreement eilect retroactive to Uc terminate on December 31st, 2020. 8. The prior Scope of Services is hereby amended pursuant to that certain Scope of Services attached hereto as Exhibit "A." The prior Scope of Services is no longer of any legal force or effect, and only the Scope of Services attached hereto shall be govern and be legally effective. M I Wjqll i E-Mail: Bradley-Brian@,MonroeCounty-FL.gov Address: 1111 12 Street, Suite 408, Key West, FL 33040 Telephone: 305-292-3470 Telefax: 305-292-3516 . I Mis Agreement eilect retroactive to Uc terminate on December 31st, 2020. 8. The prior Scope of Services is hereby amended pursuant to that certain Scope of Services attached hereto as Exhibit "A." The prior Scope of Services is no longer of any legal force or effect, and only the Scope of Services attached hereto shall be govern and be legally effective. M JN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the — (Day) of (Month) 20_. (SEAL) MONROE COUNTY Vk - k#Pi • 0 IT, JA r, iTZ-0 11 [.WA IhMGrZr7M1ffGW EM= On this day of _, 20_, before me, the undersigned notary public, personally appeared who states he is authorized to execute this document, and is known to me to be the person whose name is subscribed above or who produced as identification, and acknowledged that he is thd person who executed the document above for the purposes therein contained. Notary Public (Print Name) (Seal) Wow; wgm-1ka" K!jqJ:J:Eq1;&1 =I Zvi [$I 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 $24,999.99, 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 Program, 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 text underlined in the immediately foregoing sentence shall hereafter be referred to as the "subject matter" • this Scope of Services. 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 $24.999.99 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 from October 19, 2017 — December 31, 2020 (a/k/a effective date of this Agreement). I I I � 1111111 111!JI!l1p;�1111 J 111 1 11 11!111 gill 1 11 1! 1. 1 Workshops Pursuant to the written directive of the COU NTY'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 0 U 0 6 z E I M 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. 3 Supplementary Assistance. Supplementing the lead/primary duties and responsibilities outlined at Paragraphs 1.1 and 1.2 above, the CONSULTANT shall also, unless e directed • the COUNTY'S Contract Manager, render assistance COUNTY staff an•... 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. 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 specific assignment(s)/engagement(s) that the CONSULTANT shall undertake pursuant to the foregoing Agreement and this Scope of Services. It is the mutual responsibility of the COUNTY'S Contract Manager and the CONSULTANT to �ocument these three (3) conditions precedent to the CONSULTANT'S pursuit and completion of each such specific assignment(s)/engagement(s). NW: 0 U 0 6 z E I M 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 specific assignment(s)/engagement(s) that the CONSULTANT shall undertake pursuant to the foregoing Agreement and this Scope of Services. 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). -I NO 0 U as 0 6 z E I III relevant and appropriate. FF: Nag 11111WAF-19TOTOM 2. NFIP Reform Legislation Outreach, Training, and Technical Support Time: Cost: Hourly Rate $220.00 per hour FITMITIOM 0 U as 0 6 z E M C 0 I am MOW; AMY REAVILIN, CPA CLERK OF CIRCUIT COURT &COMPTROLLER MoxnoE 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- 189 -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 u 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 0 L) �a 0 6 Z a� E 1 of 16 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, 0 L) 0 6 Z a� E �a 2of16 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 COUNTY'S 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 L) 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 0 (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. a� Section 7. AUTHORIZATION OF WORK ASSIGNMENTS E 7.1 All work assignments beyond or in addition to Scope of Services — Exhibit "A" shall be E 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: 3of16 To the COUNTY: Robert B. Shillinger, County Attorney 1111 12` 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 0 L) 0 6 Z a� E 4of16 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 16 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. 0 0 6 Z as E �a 5of16 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 VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; 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. 0 L) 0 6 z as E 6of16 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 0 L) 0 6 Z a� E 7of16 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 0 L) 0 6 Z a� E 8of16 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. 0 L) 0 6 Z a� E 9of16 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. 0 L) 0 6 Z a� E 10 of 16 Section 37. EFFECTIVE DATES This Agreement shall take effect on October 19th, 2016, and shall terminate on October 19th, 2017. �a 11 of 16 HEAVILIN, CLERK ,OUNTY, FLORIDA 12 -13J/ e BENDER CONSULTI ERVICES, INC. Print Name: a A. r Signature: Title: Senior Vice President COUNTY OF Ai , MONROE CO BOARD OF 7 0ii — IS — 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 Or- T — , 20j_(g_, before me, the undersigned notary public, personally appeared ., Li .A Gf A/ _o C A who states he is authorized to execute this document, And is known to me to be the person whose name is subscribed above or who produced /.) Z= �>7 t�j trc;�,r ) E as identification, and acknowledged that he is the person who executed the document above for the purposes therein contained. My Commission expires: 0 zy of 12 of 16 SEAN DEGEN T Notary Public -Arizona Maricopa County Commission# 330144 Expires February 24. 7,' ' (Seal) 0 c� 0 6 Z E E a� a� a� STATE OF �4,r_rn N it r s� c-1 T IN WITNESS WHEREOF, the parties hereto have caused these presents to be egApted qp;hec day of October 2016. ie+r w ♦ r c HEAVILIN, CLERK ,OUNTY, FLORIDA 12 -13J/ e BENDER CONSULTI ERVICES, INC. Print Name: a A. r Signature: Title: Senior Vice President COUNTY OF Ai , MONROE CO BOARD OF 7 0ii — IS — 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 Or- T — , 20j_(g_, before me, the undersigned notary public, personally appeared ., Li .A Gf A/ _o C A who states he is authorized to execute this document, And is known to me to be the person whose name is subscribed above or who produced /.) Z= �>7 t�j trc;�,r ) E as identification, and acknowledged that he is the person who executed the document above for the purposes therein contained. My Commission expires: 0 zy of 12 of 16 SEAN DEGEN T Notary Public -Arizona Maricopa County Commission# 330144 Expires February 24. 7,' ' (Seal) 0 c� 0 6 Z E E a� a� a� STATE OF �4,r_rn N it 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 Task No. 1 - Physical Map Revision (PMR) or Mapping 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 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 t.a 6 z a� E 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 c) 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. 0 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 0) assignment(s) /engagement(s) that the CONSULTANT shall undertake pursuant to the foregoing Agreement and this Scope of Services. E 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 0 L) as 0 6 Z a� 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 c) 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 0 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 E 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 E 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 Time Cost Hourly Rate $220.00 per hour 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 Hourly Rate $220.00 per hour Per Day $2,500 per day 16 of 16 ---e, BENDCON -01 BTAYLOR ACORO' F DATE (MMIDDIffM CERTIFICATE OF LIABILITY INSURANCE 1011912015 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 . PRaoucan NAME. K Martin CoBlz Insurance, Inc, - AZ � 18021298 -2328 wc_ Nv (6021230 -5782 MM Y- e-w FTF 7.T41 r_V4- baplpLI Bender Consulting Services, Inc. 8374 E. Cheryl Drive Scottsdale, AZ 83258 COVERAGES CERTIFICATE NUMBER: an Casualty Co. of Reading PA States Liabillty Insurance Co It INSURER D : F: NAIL s 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. POLICY I" POLICY EV It= LTR A TYPE OF INSURANCE POLICY NUMBER JMKMDffYYY1 P&MRAFYY LIMIT COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 CIADA54AADE 1:1 OCCUR 4018166444 0410112016 0410112017 MISES sr - MED EXP (Ar jr one person? s 300,00 S 10,00 -- - - - - -� PERSONAL a� aADVA)RY S 2,000,00 GEKL AGGREGATE LIMT APPLES PER: ' E GEWRAL AGGREGATE S 4,000,00 3 4,000,0 POLICY 0 APR � LOC F PRODUCTS- COMPIOPAGG S OTHER A AUTOMOBILE LIABILITY ~ ANY AUTO X 04016166444 04/0112016 ALL � SCHEDULED X HIRED AUTOS X AUTOS COMBINED As s .N eadene 0410112017 BODILY INJURY (Per Pww) BODILY INJURY (Par aabdeat Y Per ae�0�t S 1,000,0 s _ -- S S s UMBRELLA LIAR OCCUR HCLARAS4AADE EACH OCCURRENCE S S I EXCESSLIAa I AGGREGATE S DED RETENTIONS WORKMS COMPENSATION AND EMPLOYERS' LIABILITY YIN; ANY PROPRIETORIPARTNERIEXECUTNVE � `7 N I A OFFICER7MEA6ER EXCLUDED? (Marrdabry In NH) J dambe Myw DESC OF OPERATIONS WON I y A y EL EACH ACCIDENT E L DISEASE - EA i E DISEASE - POLICY LIMIT S S B (Prof Liability Pio14a271 0210112016 OMIIN17 1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD tat. AddXMW Remarks Schedule, may be sumMed N mere apace Is requked) IMonroe County Board of County Commissioners Is named as Additional Insured with respects to General Llabllity where required by written contract per form 1SB146932E 0611. :Monroe County Board of County Commissioners is named as Additional Insured with respects to Auto Liability where required by written contract per form 38146932E 0611. V 11 %*ftl IL L DA SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. f AUTHORIZED REPRESENTATIVE Monroe County Board of County Commissioners 1100 Simonton Street, Suite 205 Ke Wed FL 33040 ®1988 -2014 ACORD CORPORATION. All rights reserved. s L? O L) q& X69 O 0 z C; qd E Ce oa a� QJ q& a� 88 ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 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 nol 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 t0: 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 c� 0 L) as �a 0 6 Z as �a SS- 146932 -E Page 1 of 5 (Ed. 06111) CNA SB- 146932 -E (Ed. 06111) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury" "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. Controlling Interest the additional insured. The insurance provided to the additional Any persons or organizations with a controlling interest in you but only with respect insured is limited as follows: to their liability arising out of (1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in addition to, the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional 0 (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9. of the definition of "insured d. Managers or Lessors of Premises contract" under Liability and Medical A manager or lessor of premises but only with CO Expenses Definitions do not apply to respect to liability arising out of the ownership, 0 "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products - completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions: written contract or written agreement. This insurance does not apply to: (3) The insurance provided to the additional E Insured does not apply to "bodily injury," (1) Any "occurrence" which takes place after "property damage" or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or E rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. E A stale or political subdivision subject to the e. Mortgagee, Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises C*4 permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural Insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional E construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests — Land is Leased cellar entrances, coal holes, d driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the land leased to you and subject to the following (} The construction, erection, or b additional exclusions: removal of elevators; or (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit. SB- 146932 -E (Ed. 06/11) Page 2 of 5 CNA SB- 146932 -E (Ed. 06111) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. 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 a person or prevention injury lease equipment Such person or organization damage to another' r 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. c� 0 L) as �a 0 6 Z as E c �a SB- 146932 -E Page 3 of 5 (Ed. 06111) 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.: Page 4 of 5 c� 0 L) as �a 0 6 Z as E �a 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) 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. c� 0 U as �a 0 6 z as E �a v titttilPe ear i a� SB- 146932 -E (Ed. 06/11) Page 5 of 5