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#16-6598 (Q. Grady Minor) Contract# 16-6598 "Fixed Term Landscape Architectural Services" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 254 day of 0l4(1 .1" 2016, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Q. Grady Minor and Associates, P.A., authorized to do business in the State of Florida, whose business address is 3800 Via Del Rey, Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape Architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. Work order assignments for selecting a firm are as follows: • MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking interested firms (all awarded firms will be invited to participate). • For all other using departments/divisions, if project is less than $50,000, then any awarded firm may be selected. 111: 2 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. • For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be selected by informally interviewing, scoring and ranking the interested firms (all awarded firms will be invited to participate). 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 3 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Mark W. Minor, President as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work OrdAo 4 #18-8598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional landscape architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: �.�o 5 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public 6 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. records, in a format that is compatible with the information technology systems of the public agency. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 7 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and coo 8 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such.services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANTS right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANTS Services under the Work Order. However, the Project Manager is not CAO i 9 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; 10 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in 11 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both parties. cAo 92 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 1 ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the Consultant 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 13 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 14 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. coo 15 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. i 1 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment tinder the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings,plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, repo 16 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANTS termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the 17 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. OCA° 18 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. CAS 19 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,PA. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. - 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All 20 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,PA. personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall r)qoconstitute a full waiver of any and all claims, except for insurance company subrogation claims, b 21 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANTS Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANTS failure to obey any laws, ordinances, regulations or other 22 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANTS remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANTS recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. I 23 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon 24 � 816-6598"Fixed Term Landscape Architectural Sery ces" Q.Grady Minor and Associates.P.A. fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-ln-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work €Z) 25 #16-6598"Axed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners Collier County Florida Procurement Services Division 3327 Tamiami Trail East Naples, FL 34112 Attention: Allison Keams, Interim Director, Procurement Services Division Telephone: 239-252-8407 Fax: 239-252-6480 c(Ac) 26 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,PA. 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANTS address of record: Q. Grady Minor and Associates, P.A. 3800 Via Del Rey Bonita Springs, Florida 34134 Telephone: (239) 947-1144 Attn: Mark W. Minor, President mminoragradvminor.com 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. co 27 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. expressly noted herein, all representations and covenants of the parties shall 17.7 Unless otherwisep yp survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE RFP # 16-6598 Including Scope of Services, Terms and Conditions Consultant's Proposal SAO 28 #16-6598"Fixed Term Landscape Architectural Services„ Q.Grady Minor and Associates,P.A. ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. c 29 616-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should coo, 30 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,PA. either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 31 #164588"Axed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Fixed Term Landscape Architectural Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: At :4 Date.•-0 be 1 2 ttp By: 112442 Attest as toChairman'S.: Donna Fiala, Chairman signature only. .proved as to Form and Legality / , 4t./, ssistant ounty Attome Q. Grady Minor and Associates, P.A. (c By: Witness rk;4c >< Mark W. Minor, P.E. / President Typed Name and Title Typed Name and Title ywJ-jrA9.,_st. 54,141., ness �.Mb i t Li y4. . S 5onax t % 4 Typed Name and Title 32 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. SCHEDULE A WORK ORDER Contract 16-6598"Fixed Term Landscape Architectural Services" Contract Expiration Date: 201 This Work Order is for professional (describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order.The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ❑Time & Material (T&M) (established hourly rate—Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task Ill $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name) , Division Director Date APPROVED BY: Date type name, Department Administrator By the signature below,the Firm(including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date • A-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. SCHEDULE B RATE SCHEDULE Title Rates r Principal/Sr Landscape Architect $ 150.00 Landscape Architect $ 125.00 Design Associate $ 90.00 Auto cad Technician $ 70.00 Administrative $ 60.00 The above hourly rates are applicable to Time and Materials projects only and may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. B-1 #16-6588"Fixed Term Landscape Architectural Services" to Q.Grady Minor and Associates,PA. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the c-1 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) C-2 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. • days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation Florida Statutory Requirements b. Employers' Liability (check one, if applicable) C-3 0 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. X $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of C-4 #16-6598"Fixed Term Landscape Architectural Services" c`'O Q.Grady Minor and Associates,P.A. CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shalt be primary to any similar coverage carried by the OWNER. X Applicable Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage- $ 500,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down"to apply as primary insurance. C-5 #164598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X $1,000,000 each claim and in the aggregate Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (3) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to C-6 #16-6598"Fixed Term Landscape Architectural Services" 45 Q.Grady Minor and Associates,P.A. the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in C-7 #16-6598"Fixed Term Landscape Archlte Lural Services" to P.A.s " SAO Q.Grady Minor consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount(in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-8C #16-6698"Fixed Term Q.Grady M nor and AssociServices" es,P A. SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Q. Grady Minor and Associates, P.A., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. Q. Grady Minor and Associates, P.A. BY: TITLE: DATE: D-1 #16-6598"Fixed Term Landscape Architectural Services" Q.Grady Minor and Associates,P.A. c 1 ��1 QGRADYM-01 D2CRUSHING ,4CORo CERTIFICATE OF LIABILITY INSURANCE DATE 10126/2016Y) �� 1o�2s/ o1s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#L077730 CNAME:ONTACT Karla P.Mendoza Dawson of Florida,Naples PHONE 239 280-3634 FAX (239)261-2803 6609 Willow Park Drive#201 IA/c,No,Ext): ) (A/C,No): Naples,FL 34109 ADDRESS:kmendoza@DawsonCompanies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Trust Insurance Company 20141 INSURED INSURER B:FCCI Insurance Company 10178 0 Grady Minor&Associates PA INSURER C: 3800 Via Del Rey INSURER D: Bonita Springs,FL 34134 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE 71OOLSUBR - POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X GL0005673 04/0512016 04/05/2017 DAMAGE TO RENTED 100,000 PREMISES(Ea occurrence) $ X Contractual MED EXP(Any one person) $ 5,000 X Liabillity PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X mi LOC PRODUCTS-COMP/OP AGO $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY (Ee accident)MBINED SINGLE LIMIT e 1,000,000 A X ANY AUTO CA0008906 04/05/2016 04/05/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS-MADE UMB0005343 04/0512016 04/0512017 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE X EERH AND EMPLOYERS'LIABILITY 5t)0 OOt) B ANY PROPRIETOR/PARTNER/EXECUTIVE YNN NIA 001WC16A57813 04/05/2016 04105/2017 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? 500,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ N yes,describe under DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS below _ - _ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Contract 16-6598"Fixed Term Contract for Professional Services".Collier County Board of Commissioners are Additional Insureds as respects the General Liability on a Primary and Non-contributory basis when required by written contract.30 days notice of cancellation except 10 days for nonpayment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Florida 3327 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD EmployerWizard Page 1 of 1 EVeriFy ,-, Welcome User 10 Last Loyie Employment Eligibility Verification Pamela Hyyli PHYV6820 0927 PM.01/0512011 Log Out Home Company Information My Cases New Case View Cases Company Name: D.Grady Minor&Associates,P A. View 1 Edit My Profile Company ID Number: 231069 Edit Profile Doing Business As(DBA) Change Password Name: Change Security Questions DUNS Number: My Company Physical Location: Mailing Address: Edit Company Profits Address 1: 3800 Via Del Rey Address 1: Add New User Address 2: Address 2: View Existing Users City: Bonita Springs City: Close Company Account State: FL State: Zip Code: 34134 Zip Code: My Reports County: LEE View Reports My Resources Additional Information: View Essential Resources Employer Identification Number:59258395 Take Tutorial Total Number of Employees: 20 to 99 View User Manual Parent Organization: Contact Us Administrator: Organization Designation: Employer Category: None of these categories apply NAICS Code: 541-PROFESSIONAL,SCIENTIFIC,AND TECHNICAL View/Edit SERVICES Total Hiring Sites: 1 ViOal 1 Edlt Total Points of Contact:2 View 1 Edit U.S.Department of Hwneiaro Sec,mty-www.Ohs goy U.S.Citizenship and Immigration Services-www.usas.are Accessibility Oownloaa Viewers https;Ue-verify.uscis.gov/emp/EmployerWizard.aspx 1/5/2011 FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE Additional Insured Coverage 10 Bail Bonds 9 Blanket Waiver of Subrogation 16 Bodily Injury and Property Damage 1 Care,Custody or Control 3 Contractors Errors and Omissions 7 Contractual Liability(Personal&Advertising Injury) 2 Electronic Data Liability 1 General Liability Conditions 14 Incidental Malpractice 10 Insured 10 Limited Product Withdrawal Expense 4 Limits of Insurance 12 Loss of Earnings 10 Newly Formed or Acquired Organizations 12 Non-Owned Watercraft 1 Property Damage Liability—Borrowed Equipment 1 Tenant's Property and Premises Rented To You 9 Voluntary Property Damage 2 COMMERCIAL GENERAL LIABILITY CGL 088(10 13) • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRST CHOICE CONTRACTORS LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NOTE:The following are additions,replacements and amendments to the Commercial General Liability Coverage Form,and will apply unless excluded by separate endorsement(s)to the Commercial General Liability Coverage Form. M The COMMERCIAL GENERAL UABILITY COVERAGE FORM is amended as follows: SECTION I-COVERAGES,COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE is amended as follows: 1. Extended"Property Damage" Exclusion 2:a., Expected or Intended Injury, is replaced with the following: a. "Bodily injury"or"property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to"bodily injury"or"property damage'resulting from the use of reasonable force to protect persons or property. 2. Non-owned Watercraft Exclusion 2.g. (2)(a)is replaced with the following: (a) Less than 51 feet long;and 3. Property Damage Liability—Borrowed Equipment The following is added to Exclusion 2.j. (4): Paragraph(4)of this exclusion does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations.The most we will pay for"property damage'to any one borrowed equipment item under this coverage is$25,000 per"occurrence".The insurance afforded under this provision is excess over any other valid and collectible property insurance(including deductible) available to the insured,whether primary, excess,contingent or on any other basis. 4. Limited Electronic Data Liability Exclusion 2.p. is replaced with the following: p. Electronic Data Damages arising out of the loss of, loss of use of,damage to,corruption of, inability to access, or inability to manipulate"electronic data"that does not result from physical injury to tangible property. The most we will pay under Coverage A for"property damage"because of all loss of"electronic data" arising out of any one"occurrence"is$10,000. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 1 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) We have no duty to investigate or defend claims or"suits"covered by this Limited Electronic Data Liability coverage. The following definition is added to SECTION V—DEFINITIONS of the Coverage Form: "Electronic data"means information, facts or programs stored as or on,created or used on,or transmitted to or from computer software(including systems and applications software),hard or floppy disks, CD- ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. For purposes of this Limited Electronic Data Liability coverage,the definition of"Property Damage"in SECTION V—DEFINITIONS of the Coverage Form is replaced by the following: 17."Property damage'means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the'occurrence"that caused it; c. Loss of,loss of use of,damage to,corruption of, inability to access,or inability to properly manipulate"electronic data", resulting from physical injury to tangible property. All such loss of "electronic data"shall be deemed to occur at the time of the"occurrence"that caused it. For purposes of this insurance, "electronic data"is not tangible property. SECTION I-COVERAGES,COVERAGE B.PERSONAL AND ADVERTISING INJURY LIABILITY is amended as follows: Paragraph 2.e. Exclusions—the Contractual Liability Exclusion is deleted. SECTION I—COVERAGES,the following coverages are added: COVERAGE D.VOLUNTARY PROPERTY DAMAGE 1. Insuring Agreement We will pay, at your request,for"property damage"caused by an"occurrence",to property of others caused by you,or while in your possession, arising out of your business operations.The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage"to: a. Property at premises owned,rented, leased or occupied by you; b. Property while in transit; c. Property owned by, rented to, leased to, loaned to, borrowed by,or used by you; CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 2 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) d. Premises you sell, give away, or abandon, if the"property damage"arises out of any part of those premises; e. Property caused by or arising out of the"products-completed operations hazard"; f. Motor vehicles; g. "Your product"arising out of it or any part of it;or h. "Your work"arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence"until the amount of loss exceeds$250.We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss,you shall,if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost,excluding profit or overhead charges. The insurance afforded under COVERAGE D is excess over any other valid and collectible property or inland marine insurance(including the deductible applicable to the property or inland marine coverage)available to you whether primary,excess,contingent or any other basis. Coverage D covers unintentional damage or destruction, but does not cover disappearance,theft,or loss of use. The insurance under COVERAGE D does not apply if a loss is paid under COVERAGE E. COVERAGE E.CARE,CUSTODY OR CONTROL 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage"caused by an"occurrence",to property of others while in your care, custody,or control or property of others as to which you are exercising physical control if the"property damage'arises out of your business operations.The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage°to: a Property at premises owned, rented, leased or occupied by you; b. Property while in transit c. Premises you sell,give away,or abandon, if the"property damage"arises out of any part of those premises; d. Property caused by or arising out of the"products-completed operations hazard' CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 3 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(1013) e. Motor vehicles; f. "Your product"arising out of it or any part of it;or g. "Your work"arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence"until the amount of loss exceeds$250.We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss,you shall,if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE E is excess over any other valid and collectible property or inland marine insurance(including the deductible applicable to the property or inland marine coverage)available to you whether primary,excess,contingent or any other basis. The insurance under COVERAGE E does not apply if a loss is paid under COVERAGE D. COVERAGE F.LIMITED PRODUCT WITHDRAWAL EXPENSE 1. Insuring Agreement a. If you are a"seller",we will reimburse you for"product withdrawal expenses"associated with"your product"incurred because of a"product withdrawal"to which this insurance applies. The amount of such reimbursement is limited as described in SECTION III-LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered. a. This insurance applies to a"product withdrawal"only if the "product withdrawal"is initiated in the "coverage territory"during the policy period because: (1) You determine that the"product withdrawal"is necessary; or (2) An authorized government entity has ordered you to conduct a"product withdrawal". c. We will reimburse only those"product withdrawal expenses"which are incurred and reported to us within one year of the date the"product withdrawal"was initiated. d. The initiation of a"product withdrawal"will be deemed to have been made only at the earliest of the following times: (1) When you have announced, in any manner,to the general public,your vendors or to your employees(other than those employees directly involved in making the determination)your decision to conduct a"product withdrawal"This applies regardless of whether the determination to conduct a"product withdrawal"is made by you or is requested by a third party; (2) When you received, either orally or in writing,notification of an order from an authorized government entity to conduct a"product withdrawal; or CGL 088(1013) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 4 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (3) When a third party has initiated'a"product withdrawal"and you communicate agreement with the "product withdrawal",or you announce to the general public,your vendors or to your employees (other than those employees directly involved in making the determination)your decision to participate in the"product withdrawal",whichever comes first. e. "Product withdrawal expenses"incurred to withdraw"your products"which contain: (1) The same"defect"will be deemed to have arisen out of the same"product withdrawal";or • (2) A different"defect'will be deemed to have arisen out of a separate"product withdrawal"if newly determined or ordered in accordance with paragraph 1.b of this coverage. 2. Exclusions This insurance does not apply to"product withdrawal"expenses"arising out of: a. Any"product withdrawal"initiated due to: (1) The failure of"your products"to accomplish their intended purpose, including any breach of warranty of fitness,whether written or implied.This exclusion does not apply if such failure has caused or is reasonably expected to cause"bodily injury"or physical damage to tangible property. (2) Copyright, patent,trade secret or trademark infringements; (3) Transformation of a chemical nature,deterioration or decomposition of"your product", except if it is caused by: (a) An error in manufacturing, design, processing or transportation of"your product"; or (b) "Product tampering". (4) Expiration of the designated shelf life of"your product". b. A"product withdrawal", initiated because of a"defect"in"your product"known to exist by the Named Insured or the Named Insured's"executive officers",prior to the inception date of this Coverage Part or prior to the time"your product"leaves your control or possession. c. Recall of any specific products for which"bodily injury"or"property damage"is excluded under Coverage A-Bodily Injury And Property Damage Liability by endorsement. d. Recall of"your products"which have been banned from the market by an authorized government entity prior to the policy period. e. The defense of a claim or"suit'against you for"product withdrawal expenses". 3. For the purposes of the insurance afforded under COVERAGE F,the following is added to 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit Condition under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS: e. Duties In The Event Of A"Defect"Or A"Product Withdrawal" (1) You must see to it that we are notified as soon as practicable of any actual, suspected or threatened"defect"in"your products",or any governmental investigation,that may result in a "product withdrawal".To the extent possible, notice should include: CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 5 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (a) How,when and where the"defect"was discovered; (b) The names and addresses of any injured persons and witnesses; and (c) The nature, location and circumstances of any injury or damage arising out of use or consumption of"your product". (2) If a"product withdrawal"is initiated, you must: (a) Immediately record the specifics of the"product withdrawal"and the date it was initiated; (b) Send us written notice of the"product withdrawal"as soon as practicable;and (c) Not release,consign,ship or distribute by any other method,any product,or like or similar products,with an actual,suspected or threatened defect. (3) You and any other involved insured must: (a) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (b) Authorize us to obtain records and other information;and (c) Cooperate with us in our investigation of the"product withdrawal". 4. For the purposes of this Coverage F,the following definitions are added to the Definitions Section: a "Defect"means a defect,deficiency or inadequacy that creates a dangerous condition. b. "Product tampering"is an act of intentional alteration of"your product'which may cause or has caused"bodily injury"or physical injury to tangible property. When"product tampering"is known,suspected or threatened,a"product withdrawal"will not be limited to those batches of"your product'which are known or suspected to have been tampered with. c. "Product withdrawal"means the recall or withdrawal of"your products",or products which contain "your products",from the market or from use,by any other person or organization, because of a known or suspected"defect"in"your product",or a known or suspected"product tampering",which has caused or is reasonably expected to cause"bodily injury"or physical injury to tangible property. d. "Product withdrawal expenses"means those reasonable and necessary extra expenses, listed below paid and directly related to a"product withdrawal": (1) Costs of notification; (2) Costs of stationery,envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular non-salaried employees and costs incurred by your employees, including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 6 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (7) Costs of warehouse or storage space; or (8) Costs of proper disposal of"your products", or products that contain"your products",that cannot be reused,not exceeding your purchase price or your cost to produce the products; but"product withdrawal expenses"does not include costs of the replacement,repair or redesign of"your product",or the costs of regaining your market share,goodwill, revenue or profit. e. "Seller"means a person or organization that manufactures,sells or distributes goods or products. "Seller"does not include a"contractor"as defined elsewhere in this endorsement. The insurance under COVERAGE F does not apply if a loss is paid under COVERAGE G. COVERAGE G.CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement If you are a"contractor",we will pay those sums that you become legally obligated to pay as damages because of"property damage"to°your product","your work"or"impaired property",due to faulty workmanship, material or design, or products including consequential loss,to which this insurance applies.The damages must have resulted from your negligent act,error or omission while acting in your business capacity as a contractor or subcontractor or from a defect in material or a product sold or installed by you while acting in this capacity.The amount we will pay for damages is described in SECTION Ill LIMITS OF INSURANCE. We have no duty to investigate or defend claims or"suits"covered by this Contractors Errors or Omissions coverage. This coverage applies only if the"property damage"occurs in the"coverage territory"during the policy period. This coverage does not apply to additional insureds, if any. Supplementary Payments-Coverage A and B do not apply to Coverage G. Contractors Errors and Omissions_ 2. Exclusions This insurance does not apply to: a. "Bodily injury"or"personal and advertising injury". b. Liability or penalties arising from a delay or failure to complete a contract or project, or to complete a contract or project on time. c. Liability because of an error or omission: (1) In the preparation of estimates or job costs; (2) Where cost estimates are exceeded; (3) In the preparation of estimates of profit or return on capital; (4) In advising or failure to advise on financing of the work or project;or (5) In advising or failing to advise on any legal work,title checks,form of insurance or suretyship. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 7 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) d. Any liability which arises out of any actual or alleged infringement of copyright or trademark or trade dress or patent,unfair competition or piracy,or theft or wrongful taking of concepts or intellectual property. e. Any liability for damages: (1) From the intentional dishonest,fraudulent, malicious or criminal acts of the Named Insured,or by any partner, member of a limited liability company,or executive officer,or at the direction of any of them;or (2) Which is in fact expected or intended by the insured,even if the injury or damage is of a different degree or type than actually expected or intended. f. Any liability arising out of manufacturer's warranties or guarantees whether express or implied. g. Any liability arising from"property damage'to property owned by, rented or leased to the insured. h. Any liability incurred or"property damage"which occurs,in whole or in part, before you have completed"your work." "Your work"will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract or work order has been completed; (2) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service or maintenance,correction,repair or replacement, but which is otherwise complete,will be treated as complete. i. Any liability arising from"property damage"to products that are still in your physical possession. j. Any liability arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering,architectural or surveying services to others; and (2) Providing or hiring independent professionals to provide engineering,architectural or surveying services in connection with construction work you perform. Professional services include the preparing,approving or failing to prepare or approve, maps, shop drawings,opinions, reports, surveys,field orders, change orders,or drawings and specifications. Professional services also include supervisory or inspection activities performed as part of any related architectural or engineering activities. But, professional services do not include services within construction means,methods,techniques, sequences and procedures employed by you in connection with construction work you perform. k. Your loss of profit or expected profit and any liability arising therefrom. I. 'Property damage"to property other than"your product,'"your work"or"impaired property." m. Any liability arising from claims or"suits"where the right of action against the insured has been relinquished or waived. CGL 088(10 13) Incudes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 8 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) n. Any liability for"property damage"to"your work°if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. o. Any liability arising from the substitution of a material or product for one specified on blueprints,work orders,contracts or engineering specifications unless there has been written authorization,or unless the blueprints,work orders, contracts or engineering specifications were written by you, and you have authorized the changes. p. Liability of others assumed by the insured under any contract or agreement,whether oral or in writing. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. For the purposes of Coverage G,the following definition is added to the Definitions section: a "Contractor"means a person or organization engaged in activities of building,clearing,filing, excavating or improvement in the size, use or appearance of any structure or land. "Contractor does not include a"seller"as defined elsewhere in this endorsement. 4. Deductible We will not pay for loss in any one"occurrence"until the amount of loss exceeds$250.The limits of insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or"suit",and upon notification of the action taken,you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 5. Cost Factor In the event of a covered loss,you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost,excluding profit or overhead charges. The insurance under COVERAGE G does not apply if a loss is paid under COVERAGE F. EXPANDED COVERAGE FOR TENANT'S PROPERTY AND PREMISES RENTED TO YOU The first paragraph after subparagraph(6)in Exclusion j., Damage to Property is amended to read as follows: Paragraphs(1),(3)and(4)of this exclusion do not apply to"property damage"(other than damage by fire) to premises,including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. SECTION I-COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGE A and B is amended as follows: All references to SUPPLEMENTARY PAYMENTS—COVERAGES A and B are amended to SUPPLEMENTARY PAYMENTS—COVERAGES A, B, D, E,and G. 1. Cost of Bail Bonds Paragraph 1.b. is replaced with the following: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 9 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) 2. Loss of Earnings Paragraph 1.d. is replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the daim or"suit", including actual toss of earnings up to$500 a day because of time off from work. SECTION II—WHO IS AN INSURED Is amended as follows: 1. Incidental Malpractice Paragraph 2.a.(1)(d)is replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. However,this exclusion does not apply to a nurse,emergency medical technician or paramedic employed by you to provide medical services, unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical,dental,x-ray or nursing services,treatment,advice or instruction;or (ii) The"employee"has another insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. 2. Broadened Who Is An Insured The following are added to Paragraph 2.: Subsidiaries e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50%of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations,you must report them to us within 180 days of the inception of your original policy. Additional Insureds f. Any person or organization described in paragraphs g.through k. below whom you are required to add as an additional insured on this policy under a written contract or agreement in effect during the term of this policy,provided the written contract or agreement was executed prior to the"bodily injury","property damage"or"personal and advertising injury"for which the additional insured seeks coverage. However,the insurance afforded to such additional insured(s): (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; (3) Will not be broader than that which is afforded to you under this policy; (4) Is subject to the conditions described in paragraphs g.through k. below; and CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 10 of 18 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (5) Nothing herein shall extend the term of this policy. g. Owner, Lessor or Manager of Premises If the additional insured is an owner, lessor or manager of premises,such person or organization shall be covered only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you and subject to the following additional exclusions: (1) Any"occurrence"that takes place after you cease to occupy those premises;or (2) Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. h. State or Governmental Agency or Subdivision or Political Subdivision—Permits or Authorizations If the additional insured is the state or any political subdivision,the state or political subdivision shall be covered only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit or authorization. This insurance does not apply to: (1) "Bodily injury","property damage", or "personal and advertising injury"arising out of operations performed for the federal government,state or municipality;or (2) "Bodily injury"or"property damage"included within the"products-completed operations hazard". i. Lessor of Leased Equipment If the additional insured is a lessor of leased equipment,such lessor shall be covered only with respect to liability for"bodily injury',"property damage"or"personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence'which takes place after the equipment lease expires. j. Mortgagee,Assignee, or Receiver If the additional Insured is a mortgagee,assignee, or receiver of premises,such mortgagee,assignee or receiver of premises is an additional insured only with respect to their liability as mortgagee,assignee,or receiver and arising out of the ownership, maintenance,or use of the premises by you. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. k. Vendor If the additional insured is a vendor,such vendor is an additional insured only with respect to"bodily injury"or"property damage"caused by"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 to 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 liabfiity for damages that the vendor would have in absence of the contract or agreement. (b) Any express warranty unauthorized by you; CGL 088(1013) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 11 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (c) Any physical or chemical change in"your product" made intentionally by the vendor, (d) Repackaging, unless unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container, (e) Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor,or (h) "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: i. The exceptions contained in Subparagraphs d. or f.;or ii. Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. 3. Newly Formed or Acquired Organizations Paragraph 3. is amended as follows: a. Coverage under this provision is afforded until the end of the policy period. d. Coverage A does not apply to product recall expense arising out of any withdrawal or recall that occurred before you acquired or formed the organization. SECTION 10—LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2.is replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of. a. Medical expenses under Coverage C; b. Damages under Coverage A,except damages because of"bodily injury"or°property damage" included in the"products-completed operations hazard"; c. Damages under Coverage B; d. Voluntary"property damage"payments under Coverage D; and e. Care,Custody or Control damages under Coverage E. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 12 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) 2. Paragraph 5.Is replaced with the following: 5. Subject to Paragraph 2.or 3.above,whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: a Damages under Coverage A; b. Medical expenses under Coverage C; c. Voluntary"property damage"payments under Coverage D; d. Care, Custody or Control damages under Coverage E; e. Limited Product Withdrawal Expense under Coverage F;and f. Contractors Errors and Omissions under Coverage G. because of all"bodily injury"and"property damage"arising out of any one"occurrence". 3. Paragraph 6.is replaced with the following: 6. Subject to Paragraph 5.above the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to any one premises,while rented to you, or in the case of damage by fire or explosion,while rented to you or temporarily occupied by you with permission of the owner. The Damage to Premises Rented to You Limit is the higher of the Each Occurrence Limit shown in the Declarations or the amount shown in the Declarations as Damage To Premises Rented To You Limit. 4. Paragraph 7.is replaced with the following: 7. Subject to Paragraph 5.above,the higher of$10,000 or the Medical Expense Limit shown in the Declarations is the most we will pay under Coverage C for all medical expenses because of'bodily injury" sustained by any one person. 5. Paragraph 8.is added as follows: 8. Subject to Paragraph 5.above,the most we will pay under Coverage D.Voluntary Property Damage for loss arising out of any one"occurrence'is$1,500.The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is$3,000. 6. Paragraph 9.is added as follows: 9. Subject to Paragraph 5.above,the most we will pay under Coverage E. Care, Custody or Control for "property damage"arising out of any one"occurrence"is$1,000.The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is$5,000. 7. Paragraph 10. is added as follows: 10. Subject to Paragraph 5.above,the most we will pay under Coverage F. Limited Product Withdrawal Expense for"product withdrawal expenses"in any one-policy period, regardless of the number of insureds,"product withdrawals"initiated or number of"your products"withdrawn is$10,000. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 13 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) 8. Paragraph 11.is added as follows: 11. Subject to Paragraph 5.above,the most we will pay under Coverage G. Contractors Errors and Omissions for damage in any one-policy period,regardless of the number of insureds,claims or suits brought,or persons or organizations making claim or bringing"suits"is$10,000. For errors in contract or job specifications or in recommendations of products or materials to be used,this policy will not pay for additional costs of products and materials to be used that would not have been incurred had the correct recommendations or specifications been made. 9. Paragraph 12.is added as follows: 12. The General Aggregate Limit applies separately to: a. Each of your projects away from premises owned by or rented to you;or b. Each'location"owned by or rented to you. "Location"as used in this paragraph means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 10. Paragraph 13.is added as follows: 13. With respect to the insurance afforded to any additional insured provided coverage under this endorsement If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: a Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. SECTION N—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Subparagraph 2.a.of Duties In The Event Of Occurrence,Offense,Claim,or Suit Is replaced with the following: a. You must see to it that we are notified as soon as practicable of an"occurrence"or an offense which may result in a claim.This requirement applies only when the"occurrence"or offense is known to the following: (1) An individual who is the sole owner, (2) A partner, if you are a partnership or joint venture; (3) An"executive officer"or insurance manager, if you are a corporation; (4) A manager,if you are a limited liability company; CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 14 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) (5) A person or organization having proper temporary custody of your property if you die; (6) The legal representative of you if you die;or (7) A person(other than an"employee')or an organization while acting as your real estate manager. To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses;and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. 2. The following is added to Subparagraph 2.b.of Duties In The Event Of Occurrence,Offense,Claim,or Suit The requirement in 2.b.applies only when the"occurrence"or offense is known to the following: (1) An individual who is the sole owner, (2) A partner or insurance manager, if you are a partnership or joint venture; (3) An"executive officer"or insurance manager, if you are a corporation; (4) A manager or insurance manager, if you are a limited liability company; (5) Your officials,trustees, board members or insurance manager, if you are a not-for-profit organization; (6) A person or organization having proper temporary custody of your property if you die; (7) The legal representative of you if you die; or (8) A person(other than an"employee')or an organization while acting as your real estate manager. 3. The following is added to paragraph 2.of Duties in the Event of Occurrence,Offense,Claim or Suit: e. If you report an"occurrence"to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form,failure to report such an"occurrence"to us at the time of the"occurrence"shall not be deemed a violation of paragraphs a,b.,and c.above. However, you shall give written notice of this"occurrence"to us as soon as you become aware that this "occurrence"may be a liability claim rather than a workers compensation claim. 4. Paragraph 6.is replaced with the following: 6. Representations By accepting this policy,you agree: a The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us;and c. We have issued this policy in reliance upon your representations. CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 15 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 088(10 13) Any error or omission in the description of,or failure to completely describe or disclose any premises, operations or products intended to be covered by the Coverage Form will not invalidate or affect coverage for those premises,operations or products,provided such error or omission or failure to completely describe or disclose premises,operations or products was not intentional. You must report such error or omission to us as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium charges or exercise our right of cancellation or nonrenewal. 5. The following Is added to paragraph 8.Transfer Of Rights Of Recovery Against Others To Us: However,we waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or"your work"included in the"products-completed operations hazard"under the following conditions: a) Only when you have agreed in writing to waive such rights of recovery in a contract or agreement; b) Only as to the person/entity as to whom you are required by the contract to waive rights of recovery; and c) Only if the contractor agreement is in effect during the term of this policy,and was executed by you prior to the loss. 6. Paragraph 10.is added as follows: 10. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge,your policy will automatically provide the additional coverage as of the day the revision is effective in the applicable state(s). CGL 088(10 13) Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 16 of 16 Copyright 2013 FCCI Insurance Group COMMERCIAL GENERAL LIABILITY CGL 084(10 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - ONGOING OPERATIONS AND PRODUCTS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE(OPTIONAL) Name of Additional Insured Persons or Organizations (As required by written contract or agreement per Paragraph A. below.) Locations of Covered Operations (As per the written contract or agreement,provided the location is within the"coverage territory".) (Information required to complete this Schedule,if not shown above,will be shown in the Declarations.) A. Section II—Who Is An Insured is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement in effect during the term of this policy that such person or organization be added as an additional insured on your policy;and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above;and 3. The particular person or organization, if any, scheduled above. Such person(s)or organization(s)is an additional insured only with respect to liability for"bodily injury", "property damage or"personal and advertising injury"occurring after the execution of the contract or agreement described in Paragraph 1.above and caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured;or 3. Your work"performed for the additional insured and included in the"products-completed operations hazard"if such coverage is specifically required in the written contract or agreement. CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices,Inc.with its permission. Page 1 of 3 Copyright 2013 FCCI Insurance Group. COMMERCIAL GENERAL LIABILITY CGL 084(10 13) However,the insurance afforded to such additional insured(s)described above: 1. Only applies to the extent permitted by law; 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; 3. Wil not be broader than that which is afforded to you under this policy; and 4. Nothing herein shall extend the term of this policy. B. 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 of, or the failure to render, any professional architectural,engineering or surveying services, including: 1. The preparing,approving,or failing to prepare or approve,maps, shop drawings,opinions, reports, surveys, field orders, change orders or drawings and specifications;or 2. Supervisory, inspection,architectural or engineering activities. C. This insurance is excess over any other valid and collectible insurance available to the additional insured whether on a primary,excess,contingent or any other basis; unless the written contract or agreement requires that this insurance be primary and non-contributory,in which case this insurance will be primary and non-contributory relative to insurance on which the additional Insured is a Named insured. D. With respect to the insurance afforded to these additional insureds,the following is added to Section IN- Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.;or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. Section IV-Commercial General Liability Conditions is amended as follows: The Duties In The Event of Occurrence,Offense,Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement must as soon as practicable: 1. Give us written notice of an"occurrence"or an offense which may result in a claim or"suit"under this insurance,and of any daim or"suit'that does result; 2. Send us copies of all legal papers received in connection with the claim or"suit",cooperate with us in the investigation or settlement of the claim or defense against the"suit", and otherwise comply with all policy conditions;and 3. Tender the defense and indemnity of any daim or"suit"to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement and agree to make available all such other insurance. However, this condition does not affect Paragraph C.above. CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices,Inc.with its permission. Page 2 of 3 Copyright 2013 FCCI Insurance Group. COMMERCIAL GENERAL LIABILITY CGL 084(10 13) We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit". F. This endorsement does not apply to any additional insured or project that is specifically identified in any other additional insured endorsement attached to the Commercial General Liability Coverage Form. • CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices,Inc.with its permission. Page 3 of 3 Copyright 2013 FCCI Insurance Group. SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Q. Grady Minor and Associates, P.A., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 16-6598 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. Q. Grady Minor and AssociateP.A. t BY: Mark W. Minor, P., . TITLE: President DATE: October 27, 2916 D-1 #16-6598"Fixed Tenn Landscape Architectural Services" Q.Grady Minor and Associates,P.A. • MEMORANDUM Date: November 2, 2016 To: Camille Shim-Marinos Procurement Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #16-6598 "Fixed Term Landscape Architectural Services" Contractor: Q. Grady Minor Attached is an original of the document referenced above, (Item #16J1) approved by the Board of County Commissioners on Tuesday, October 25, 2016. The second original has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment