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HomeMy WebLinkAbout24096AGREEMENT INFORMATION AGREEMENT NUMBER 24096 NAME/TYPE OF AGREEMENT CODING IT FORWARD, INC. DESCRIPTION MEMORANDUM OF UNDERSTANDING/CIVIC INNOVATION CORPS PROJECT/MATTER ID: 21-1254 EFFECTIVE DATE June 28, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/6/2021 DATE RECEIVED FROM ISSUING DEPT. 10/7/2022 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM �2Er�NTayb o9 li� lesq� ORIGINATING DEPARTMENT: Innovation & Technology DEPT. CONTACT PERSON: Jennifer Hernandez EXT. MS Teams NAME OF OTHER CONTRACTUAL PARTY/ENTITY: IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES El NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT El MAINTENANCE AGREEMENT 0 INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) MOU — Civic Innovation Corps PURPOSE OF ITEM (BRIEF SUMMARY): MOU between City of Miami Innovation & Technology and Coding it Forward to participate in Civic Innovation Corps Project COMMISSION APPROVAL DATE: / / FILE ID: 21-1254 ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 6/29/2021 PRINT: Otto Contreras Contreras, 'Y SIGNATURE: Otto ,;1' SUBMITTED TO RISK MANAGEMENT PRINT' Digitally signed by Gomez, Gomez,Frank SIGNATURE: Frank p6g9Z6Z-O4b0'o SUBMITTED TO CITY ATTORNEY Matter ID: 21-1254 D.J.G. PRINT: a 7:z SIGNATURE: /% APPROVAL BY ASSISTANT CITY MANAGER 14 /a 1 PRINT: 146,-1-6..Gko. ColeL,vc ok-'v-/ SIGNATURE: `?%�,g, APPROVAL BY DEPUTY CITY MANAGER PRINT: SIGNATURE: RECEIVED BY CITY MANAGER j 7//( PRINT: 4(Zy FY , I SIte 6'4, 1) 2) 3) PRINT: SIGNATURE: .4.... O;NE[ORIGIN'A'L�itOZeinitCLERKI. 'o NE COPY TO CITYQTTORNEY'S OFFIOE PRINT: i SIGNATURE: 1 REMAINING ORIGINWIrfS)1TtOZORIGINATIIN:GI — SIGNATURE:PN D.EP' rRTMENIiI i1/iC-ynF PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER MEMORANDUM OF UNDERSTANDING FOR CIVIC INNOVATION CORPS This Memorandum of Understanding ("the Memorandum") is made on this 28th day of June, 2021 ("Effective Date"), by and between Coding It Forward, Inc., a Nonprofit Corporation ("Coding it Forward"), located at 1 Thomas Circle, North West, Floor 9, Washington, DC 20005 and The City of Miami, a municipal corporation of the State of Florida ("City"), located at 444 S.W. 2nd Avenue, Miami, Florida 33130, for the purpose of achieving the various aims and objectives relating to the Civic Innovation Corps ("the Project"). Coding It Forward and the City collectively shall hereinafter be referred to as the "Parties." WHEREAS The Parties desire to enter into an agreement in which they will work together to complete the Project; and WHEREAS The Parties are desirous to enter into a Memorandum of Understanding between them, setting out the working arrangements that each of the parties agree are necessary to complete the Project. Purpose The purpose of this Memorandum is to provide the framework for any future binding contract regarding the Civic Innovation Corps Program offered by Coding It Forward. The Civic Innovation Corps is a program offered by Coding It Forward connecting mission -driven software engineers, data scientists, product managers, and designers to civic tech opportunities in city and state governments across the United States. Civic Innovation Corps members will spend 10 weeks with a host office at the state or local level to use their data and technology skills to make government more effective and efficient for all. The Civic Innovation Corps members will receive a competitive stipend, have the opportunity to participate in Corps -specific programming and professional development curated specifically for local and state contexts, and enjoy a community of like- minded, mission -driven peers. The program is a full-time internship (40 hours/week) that will run from June 14, 2021 to August 20, 2021. Obligations of the Parties The Parties agree to work together in the true spirit of partnership to ensure that there is a united visible and responsive leadership of the Project and to demonstrate financial, leadership, administrative and managerial commitment to the Project by means of the following individual services. Cooperation The activities and services for the Project shall include, but not be limited to: 1) Services to be rendered by Coding It Forward include: Employing Civic Innovation Corps members, in collaboration with Justworks (a Professional Employment Organization), and providing payment for work performed by Corps members. 2) Providing professional and personal development opportunities for all Corp members, including but not limited to, speaker events, community events, and mentorship. b. Services to be rendered by the City include: a. Providing any necessary materials or information required for the successful completion of the host office project work for the Civic Innovation Corps members; b. Supervising and guiding the host office project work of Civic Innovation Corps members; c. Coordinating with the Coding It Forward team regarding attendance or performance issues of the host office's Civic Innovation Corps members. Resources The parties will endeavor to have final approval and secure any financing to fulfill their individual financial contributions at the start of the planning for the development of the Project. a. Coding It Forward agrees to provide the following financial, material and labor resources in respect of the Project. 1) Coding It Forward will pay a stipend of $6,000 to undergraduates, recent undergraduates, and bootcamp or certificate program students orgraduates. 2) Coding It Forward will pay a stipend of $7,000 to graduate or recent graduate students. 3) Coding It Forward will pay all employer tax obligations. b. The City agrees to provide the following financial, material and labor resources in respect of the Project. 1) The host office is not required to contribute any financial resources to the project. 2) The host office will furnish all materials or information required for successful completion of the Corps member's project. 3) The host office will provide at least one supervisor who will oversee the work of the Corps members. Communication Strategy Marketing of the vision and any media or other public relations contact should always be consistent with the aims of the Project and only undertaken with the express agreement of both parties. Where it does not breach any confidentiality protocols, a spirit of open and transparent communication should be followed. Coordinated communications should be made with external organizations to elicit their support and further the aims of the Project. Liability No officer, employee, agent, or principal, whether disclosed or undisclosed, of the City shall have any personal liability with respect to the provisions of this Memorandum. Any liability of the City under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida 2 Statutes. Dispute Resolution In the event of a dispute between the parties in the negotiation and execution of this Memorandum, the City shall proceed in good faith to resolve the dispute. All disputes shall be submitted to the City Manager for his resolution, prior to Coding It Forward being able to seek judicial relief in connection therewith. In the event the Parties are not able to resolve the dispute, by a decision of the City Manager, the City Manager's decision shall be approved or disapproved, as applicable by the City Commission, whose decision shall be final. Coding it Forward shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, one hundred and twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, signed by the City Manager. The adherence to this Section is the condition precedent to the institution of any civil action by Coding It Forward against the City. Term The arrangements made by the parties by this Memorandum shall remain in place from date of execution of this agreement to August 20, 2021. The term can be extended only by written agreement between the parties. Notice Any notice or communication required or permitted under this Memorandum shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to the address indicated herein. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the actual receipt, whichever is earlier. To City of Miami: City Manager, City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With Copies To: City of Miami, Department of Innovation and Technology Attention: Mike Sarasti 444 S.W. 2"d Avenue, 5th Floor Miami, Florida 33130 Add Phone Add Email 3 City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Public Records Coding It Forward understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Coding It Forward's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this contract by the City. IF THE CODING IT FORWARD HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CODING IT FORWARD'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1018, VIA EMAIL AT MSARASTI@MIAMIGOV.COM, OR REGULAR MAIL AT 444 SW 2nd AVE, 5TH FLOOR, MIAMI, FLORIDA 33130. Governing Law This Memorandum shall be construed and enforced in accordance with the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under this Memorandum shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly, and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Memorandum. Should any provision, paragraph, sentence, word or phrase contained in this Memorandum be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Memorandum shall remain unmodified and in full force and effect or limitation of its use. Indemnification Coding It Forward shall indemnify, hold/save harmless, and defend at its own costs and expense, the City and its officials and employees, for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out dt, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Memorandum (whether active or passive) of Coding It Forward or its employees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the Provider to comply materially with any of the requirements herein, or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Memorandum even if it is alleged that the City, its officials and/or employees were negligent. Provider expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Provider's negligent performance under this Memorandum, compliance with which is left by this Memorandum to Provider, and (ii) any and all claims, and/or suits for labor and materials furnished by Provider or utilized in the performance of this Memorandum or otherwise. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Memorandum shall be borne solely by Provider throughout the duration of this Memorandum and that this provision shall survive the termination or expiration of this Memorandum, as applicable. Insurance Coding It Forward (hereinafter referred to as "Provider") shall, at all times during the term hereof, maintain insurance requirements in accordance with Exhibit "A". Provider shall ensure that all subcontractors retained by the Provider under this Memorandum also maintain the required insurance coverage. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the Services under this contract without thirty (30) calendar days prior written notice to the City. The City shall be named as an Additional insured on any and all certificates as required herein. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Memorandum shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 5 Assignment Neither party may assign or transfer the responsibilities or agreement made herein without the prior consent of the non -assigning party, which approval shall not be unreasonably withheld. Amendment This Memorandum may be amended or supplemented in writing if the writing is signed by the Parties. Severability If any provision of this Memorandum is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Memorandum is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. Prior Memorandum Superseded This Memorandum constitutes the entire Memorandum between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and Memorandums, whether written or oral. Counterparts and Electronic Signatures This Memorandum may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Memorandum. The parties shall be entitled to sign and transmit an electronic signature of this Memorandum (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Memorandum upon request. Understanding It is mutually agreed upon and understood by and among the parties of this Memorandum that: a. Each party will work together in a coordinated fashion for the fulfillment of the Project. In no way does this Memorandum restrict involved parties from participating in similar agreements with other public or private agencies, organizations and individuals. b. To the extent possible, each party will participate in the development of the Project. c. Nothing in this Memorandum shall obligate any party to the transfer of funds. Any endeavor involving reimbursement or contribution of funds between the parties of this Memorandum will be handled in accordance with applicable laws, regulations and procedures. Such endeavors will be outlined in separate agreements that shall be mad2 in writing by representatives of the parties involved and shall be independently authorized by appropriate statutory authority. This Memorandum does not provide such authority. d. This Memorandum is not intended to and does not create any right, benefit, or trust responsibility. e. This Memorandum will be effective upon the signature of both parties. f. Any party may terminate its participation in this Memorandum by providing written notice to the other party. The following parties support the goals and objectives of the Civic Innovation Corps. Signatories Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this Memorandum on behalf of the party on whose behalf he or she has affixed his or her signature to this Memorandum. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. [Signature pages to follow] 7 CERTIFICATE AS TO CORPORATE AUTHORIZED SIGNATORY I, Rachel Dodell, certify that I am the Co -Founder and Executive Director of Coding It Forward; that as Co -Founder and Executive Director of Coding It Forward I am authorized signatory; that as authorized signatory of Coding It Forward, is hereby authorized and instructed to enter into the Memorandum, in the name and on behalf of this corporation, with the City of Miami unto the terms and conditions contained in the proposed Memorandum to which this Corporate Resolution is attached, to provide all necessary insurance, to undertake all necessary duties and obligations under the Memorandum. DATED this 28th day of June 2021. Co -Founder and Executive Director, Coding It Forward Print Name: Rachel Dodell Corporate S y Print Name: Ariana Soto STATE OF Texas COUNTY OF Dallas Before me, a Notary Public duly commissioned, and qualified, personally appeared Rachel J Dodell to me well known, who being by me first duly sworn upon oath, says that he/she is the authorized signatory, for Coding It Forward and that he/she has been authorized by Coding it Forward to execute the foregoing on behalf the Corporation therein with the City of Miami, Florida. Subscribed and sworn to before me this nth day of June , 2021. Delvon J Smith ID NUMBER 132307957 COMMISSION EXPIRES January 10, 2024 Notarized online using audio -video communication Notary Public My Commission Expires: 01/10/2024 8 CITY OF MIAMI, FLORIDA SIGNATURE PAGE AT ST: Todd B. Hannon, ity Clerk CITY OF MIAMI, a municipal corporation of e State of Florida By: Arthur Norieg,: Citanager APPROVED AS TO FORM AND APPROVED AS TOINSURANCE CORRECTNESS: REQUIREMENTS: 8w.ca6� L 7,144. e/6/e Victoria Mendez City Attorney MakerD21-1254 D.J.G. Ann -Marie Sharpe, Director Risk Management 9 EXHIBIT A INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability 1C $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no Tess than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 11 ® ACCORD � v CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 6/8/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliant Insurance Services, Inc. 575 Market St Ste 3600 San Francisco CA 94105 License#: 0C36861 CONTNAME: ACT Martin van der Wal PHONE FAX (A/C No Est). 415-946-7500 (A/C, No): ADDRESS: martin.vanderwal@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Continental Casualty Company 20443 INSURED CODIITF-01 Coding it Forward 1 Thomas Circle NW Washington DC 20005 INSURER B : INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:286718264 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDYYY) /Y POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 7012801452 6/1/2021 6/1/2022 EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED PREMISESO(Ea occurrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS-COMP/OPAGG $2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY 7012801452 6/1/2021 6/1/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORJPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The certificate holder is named as an additional insured per written contract as respects to general liability. Coverage is primary/non-contributory. CERTIFICATE HOLDER CANCELLATION I City of Miami 444 SW 2nd Ave Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; 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 g• SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. 20020005270128014524258 SB146932G (Ed. 10-19) 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 employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. CNA CNA80103XX (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX (09-14) Page 1 of 1 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission