PSA_for_RFP#_202633_Grant_Consulting_Services.pdf

PROFESSIONAL SERVICES AGREEMENT

Vendor’s Initials (______) Page 1 of 16

This Professional Services Agreement (“Agreement”) is made as of _________, 2026, (the “Effective Date”) between the City of Homestead, Florida, a Florida municipality (“City” or “Homestead”) and ___________(“Vendor ”or “Consultant”), with each being referred to herein as a Party or collectively as the “Parties.”

WHEREAS, on _________, 2026, City issued Request for Proposals #202633 for Grant Consulting Services (“RFP”) to establish a pre-qualified pool of consultants;

and

WHEREAS, on ________, 2026, the City Council of Homestead approved multiple vendors to provide grant consulting services, including the award of the RFP to

Vendor; and

WHEREAS, City desires to retain Vendor to perform certain consulting services pertaining to grant consulting services; and

WHEREAS, Vendor is engaged in the business of providing such services and is willing to provide those services.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Vendor hereby agree as follows:

1. TERM. This Agreement shall commence on the Effective Date and shall continue until the successful completion of the Services outlined herein or until Click here to enter a date, (a three-year duration) (the “Term”) and may be earlier terminated in accordance with the provisions of this Agreement. This Agreement may be renewed, on a year-to-year basis for up to two additional one-year periods (“Renewal Term”), subject to mutual written agreement and the availability of lawfully appropriated funds.

2. CONTRACT DOCUMENTS. This Agreement is comprised of this document, Professional Services Agreement, the RFP, the Consultant’s Proposal (the “Proposal”)

(which includes the Price Schedule), Exhibit A, entitled Statement of Work, and

Exhibit “B,” Insurance Requirements, which are attached and incorporated herein. In the event there is a conflict between any provision in this document, and any provision in any attached Exhibit, the parties agree that the provisions of this document shall be controlling.

3. SERVICES. During the term of this Agreement, Consultant shall serve as an independent contractor to Homestead and shall provide certain Professional Services for grant consulting services, as agreed upon by the Parties (the “Services”), as more fully described in the RFP, Proposal, and Exhibit “A,” Statement of Work, accepted and attached to this Agreement, and subsequent Purchase Order. The Services shall be performed in accordance with the RFP, Proposal, Statement of Work and subsequent

Purchase Order. The Services shall be the only services provided by Vendor unless altered with the mutual written consent of both Parties to this Agreement.

4. COMPENSATION. In consideration of Vendor’s actions on behalf of City and the services rendered hereunder, City shall compensate Vendor an amount not to exceed

$ ( and /00 dollars) (the “Fee”). The Fee shall be paid in accordance

Vendor’s Initials (______) Page 2 of 16 with the schedule set forth in the Statement of Work (the “Payment Schedule”). The

City is obligated to pay all proper invoices in accordance with the Local Government

Prompt Payment Act in Chapter 218, Florida Statutes. To be payable by the City, an invoice must comply with all statutory provisions and all requirements specified in this

Agreement. If an invoice does not meet these requirements, the City will reject the invoice, as authorized in Chapter 218, Florida Statutes. The rejection will be written and will specify the invoice’s deficiency and the action necessary to satisfy the stated requirements. No payment shall be due until an invoice for the goods/services has been submitted for payment and the City verifies that all services have been fully and satisfactorily completed.

5. VENDOR WARRANTIES. Vendor represents and warrants that Vendor is free to enter into the terms of this Agreement and that Vendor has no obligation to any third party or otherwise that are inconsistent with any of the provisions of this Agreement.

Vendor further represents and warrants that Vendor: (i) has not and will not disclose to others any confidential business information or trade secrets belonging to City or to any third party; (ii) will not and does not intend to use any confidential information or trade secrets belonging to any third party in connection with the performance of

Vendor’s obligations to City hereunder; and (iii) has not and will not remove any books, papers, or records belonging to City or to any third party including, business plans, confidential customer information, or confidential or proprietary information about

City or third party’s products or services. This Section shall survive termination of this

Agreement.

6. TERMINATION.

a) This Agreement may be terminated at any time by the written mutual consent of

Consultant and Homestead. The City Manager may act for Homestead hereunder.

b) Either Party shall have the right to terminate this Agreement with or without cause at any time by giving written notice to the other Party at least seven (7) calendar days prior to the effective date of such termination, which shall be specified in the written notice. The City Manager may act for Homestead hereunder.

c) The obligation of the City for payment to the Consultant is limited to the availability of funds appropriated in a current fiscal period. Continuation of the Agreement into a subsequent fiscal period is subject to appropriation of funds, and shall be terminated without penalty to the City and without any default upon the last day of the fiscal year in which funds were last appropriated.

d) Unless expressly provided for otherwise in this Agreement, in the event of a termination, no Party shall have any further duty or obligation hereunder except as otherwise set forth in this Agreement or the Exhibits.

Vendor’s Initials (______) Page 3 of 16

7. INDEPENDENT CONTRACTOR. During the term of this Agreement, the

Consultant shall be an independent contractor and not an employee of Homestead. The

Consultant is not an agent of, or authorized to transact business, enter into agreements, or otherwise make commitments on behalf of Homestead, unless expressly authorized in writing by the City Manager or his designee. The Consultant shall perform the

Services at the request of the City Manager of Homestead or his designee. Nothing set forth in this Agreement shall be construed to create the relationship of employer and employee or principal and agent between Homestead and the Consultant. Unless expressly provided for otherwise in this Agreement, the Consultant shall not act or attempt to act or represent itself, directly or indirectly or by implication, as an employee of Homestead or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of Homestead. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits of Homestead, nor any rights generally afforded to City employees. The Consultant further understands that Florida

Worker’s Compensation benefits available to employees of Homestead are not available to the Consultant or to any employee or agent of the Consultant. The

Consultant shall be responsible for complying with Florida’s Worker’s Compensation laws. All employees and subcontractors of the Consultant shall be considered to be, at all times, the sole employees or contractors of the Consultant, under its sole direction and not an employee, contractor or agent of Homestead. The Consultant is responsible for the payment of all required payroll taxes, whether federal, state, or local in nature, including, but not limited to income taxes, Social Security taxes, Federal

Unemployment Compensation taxes, and any other fees, charges, licenses, or payments required by law.

8. MISCELLANEOUS.

a) Notices. All notices hereunder shall be given in writing by registered or certified mail, return receipt requested, postage prepaid, addressed to the Parties at the following respective addresses, or at such other address as may be designated in writing by either Party to the other, and shall be deemed delivered for all purposes hereunder upon deposit of same into the United States mail:

To City: Nzeribe (Zerry) Ihekwaba, PhD, PE, City Manager

City of Homestead, Florida

The City of Homestead

100 Civic Court

Homestead, FL 33030

To Vendor: ___________________

b) Compliance with Laws. Vendor agrees to comply with all laws, ordinances, rules, and regulations that are now or may become applicable to the Services covered by this Agreement, regardless of the applicable jurisdiction. Vendor shall make its services available to City residents without regard to race, color, religion or sex, or

Vendor’s Initials (______) Page 4 of 16 as otherwise provided by law. Vendor warrants and represents that Vendor at all times during the term of the Agreement shall maintain in good standing all required licenses, certifications and permits required under federal, state and local laws necessary to perform the Services.

c) Severability. The Parties to this Agreement expressly agree that it is not their intention to violate any public policy, statutory or common law rules, regulations, or decisions of any governmental or regulatory body. If any provision of this

Agreement is judicially or administratively interpreted or construed as being in violation of any such policy, rule, regulation, or decision, the provision, sections, sentence, word, clause, or combination thereof causing such violation will be inoperative (and in lieu thereof there will be inserted such provision, section, sentence, word, clause, or combination thereof as may be valid and consistent with the intent of the Parties under this Agreement) and the remainder of this Agreement, as amended, will remain binding upon the Parties, unless the inoperative provision would cause enforcement of the remainder of this Agreement to be inequitable under the circumstances.

d) Successors and Assigns. This Agreement shall be binding upon the Parties and their respective successors, heirs and assigns. The Parties agree that nothing contained herein shall authorize the assignment of this Agreement or the delegation of any duties hereunder by either Party, unless previously set out in this Agreement, without the prior written consent of the other party. This Agreement is not assignable or transferable by the Vendor without the written consent of the City, which consent shall be at the sole discretion of the City.

e) Headings. The sections headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation hereof.

f) Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either Party from any liabilities or obligations set forth in this

Agreement which (a) the Parties have expressly agreed shall survive any such termination, or (b) remain to be performed and by their nature would be intended to be applicable following any such termination or expiration. Any liabilities which have accrued prior to termination pursuant to the insurance and/or indemnification obligations set forth below shall survive the termination of this Agreement.

g) Waiver. No delay or omission by either Party hereto, in the exercise of any right or remedy hereunder, shall impair such right or remedy or be construed to be a waiver thereof. Any waiver of any such right or remedy by any Party must be in writing and signed by the Party against which such waiver is sought. A waiver by either of the Parties hereto of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or any other covenant herein contained. All remedies provided for in this

Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

h) Force Majeure. Non-performance of Vendor or City shall be excused to the extent that performance is rendered impossible or delayed by strike, fire, hurricane, flood, Vendor’s Initials (______) Page 5 of 16 terrorism, governmental acts or orders or restrictions, or other similar reason where failure to perform (“Force Majeure”), provided that the non-conforming Party gives prompt notice of such conditions to the other Party and makes all reasonable efforts to perform.

i) Governing Laws. This Agreement shall be governed by and construed in accordance with, the laws of the State of Florida. The exclusive venue for any dispute arising from this Agreement shall be the Circuit Court of Miami-Dade

County, Florida. If any claim arising from, related to, or in connection with this

Agreement must be litigated in federal court, the exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy

Court for the Southern District of Florida. EACH PARTY HEREBY

EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY

JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.

j) Entire Agreement. This Agreement, including any Exhibits referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous written, and all previous or contemporaneous oral, negotiations, understandings, arrangements, and agreements. Unless expressly provided for otherwise in this Agreement, this Agreement may be amended only by a written amendment signed by both Parties hereto.

k) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument.

l) Indemnification. To the fullest extent permitted by law the Vendor shall hold harmless, defend at its own expense, and indemnify the City, its officers, agents, employees, directors, independent contractors, volunteers, successors and assigns and other authorized representatives from and against any and all liability, claims, demands, damages, losses, expenses, including reasonable attorney’s fees, arising from all acts or omissions misfeasance, or malfeasance of the Vendor, or its officers, agents, servants, independent contractors or employees, including fines, fees, expenses, penalties, and attorney’s fees for trial and on appeal, and of any kind and nature arising out of the actions of the Vendor connected with this Agreement, whether by act or omission of the Vendor, its agents, servants, employees or others;

and including those claims or liabilities arising from City's negligence, except to the extent said claim or liability is caused by the sole negligence or intentional wrongful act of the City or City's agents or employees. These indemnification provisions are independent of and shall not in any way be limited by the insurance contracts required by this Agreement and does not in any way relieve Vendor from liability under this section.

m) No Contingent Fees. The Vendor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Vendor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Vendor any fee, commission, percentage, gift, or

Vendor’s Initials (______) Page 6 of 16 any other consideration, contingent upon or resulting from the award or making of this Agreement

n) Access to Records and Audit Clause. Vendor agrees to permit the City to examine all records which are, in any way, related to the Services provided under this

Agreement, and grants to the City the right to audit any books, documents and papers of Vendor that were generated during the course of the administration of this

Agreement. Vendor shall maintain the records, books, documents and papers associated with this Agreement in accordance with the “Public Records Act”, and in accordance with the Florida Statutes, as further described in Section 11 below.

o) Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign immunity by City nor shall anything included herein be construed as consent by

City to be sued by third parties in any matter arising out of this Agreement.

p) Third-Party Beneficiaries. Neither Vendor nor City intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement.

q) Joint Preparation. This Agreement has been jointly prepared by the Parties, and shall not be construed more strictly against either Party.

r) Prior Agreements. This Agreement represents the final and complete understanding of the Parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and discussions regarding same. All commitments, agreements, and understandings of the Parties concerning the subject matter of this Agreement are contained herein.

s) Patent or Copyright Claim. The Vendor shall pay all royalties and assume all costs arising from the use of any invention, design, process materials, equipment, product or device which is the subject of patent rights or copyrights. Vendor shall, at its own expense, hold harmless and defend the City against any claim, suit or proceeding brought against the City which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under the

Agreement, constitute an infringement of any patent or copyright of the United

States. The Vendor shall pay all damages and costs awarded against the City in such matter.

t) Contract Administrator. The City designates ________, the City’s Contract

Administrator, who shall be responsible for monitoring the Services on behalf of the City.

9. STATUTORY COMPLIANCE.

a) Scrutinized Companies.

Vendor’s Initials (______) Page 7 of 16

1. Vendor certifies that it and its subcontractors are not on the Scrutinized

Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the

City may immediately terminate this Agreement at its sole option if the

Vendor or its subcontractors are found to have submitted a false certification; or if the Vendor, or its subcontractors are placed on the

Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement.

2. If this Agreement is for more than one million dollars, the Vendor certifies that it and its subcontractors are also not on the Scrutinized

Companies with Activities in Sudan, Scrutinized Companies with

Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S.

Pursuant to Section 287.135, F.S., the City may immediately terminate this Agreement at its sole option if the Vendor , its affiliates, or its subcontractors are found to have submitted a false certification; or if the

Vendor, its affiliates, or its subcontractors are placed on the Scrutinized

Companies with Activities in Sudan List, or Scrutinized Companies with

Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement.

3. The Vendor agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this

4. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize the above-stated contracting prohibitions then they shall become inoperative.

b) E-verify

Vendor shall comply with and be subject to Section 448.095, Fla. Stat., “Employment Eligibility,” including the registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section

448.095, Fla. Stat. shall result in termination of this Agreement.

c) Entities Of Foreign Countries Of Concern

Section 287.138, Florida Statutes, prohibits the City from entering in to a contract which would give access to an individual’s personal identifying information to an entity with (a) a controlling interest (as that term is defined in sub-section

287.138(1)(a)), (b) full ownership held by a Foreign Country of Concern (as that term is defined in sub-section 287.138(1)(c)), or (c) with a principal place of business in a

Foreign Country of Concern, unless the entity provides the City with an affidavit, signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in paragraphs (2)(a)-(c) of the statute.

Vendor’s Initials (______) Page 8 of 16

The Vendor shall execute the Affidavit regarding Entities of Foreign Countries of

Concern. The City reserves the right to terminate this Agreement in the event the

Vendor has provided a false certification or otherwise violates Section 287.138, Florida Statutes.

d) Noncoercive Conduct For Labor

The Vendor shall comply with the requirements of Section 787.06(13), Florida

Statutes, by having an officer or other authorized representative of the Vendor execute the Affidavit, which attests, under penalty of perjury, that it does not use coercion for labor or services, as defined in Section 787.06, Florida Statutes.

e) Discriminatory Vendor List

Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list 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 Vendor under a contract with any public entity; and may not transact business with any public entity. By execution of this

Agreement, the Vendor represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes.

f) Public Entity Crimes

Vendor represents that it is familiar with the requirements and prohibitions under the

Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will not violate that Act. Vendor further represents that there has been no determination that it committed a “public entity crime” as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an act defined as a “public entity crime” regardless of the amount of money involved or whether Vendor has been placed on the convicted vendor list.

g) Foreign Gifts and Contracts.

Pursuant to Fla. Stat. §286.101(3), where the amount of the Agreement is for services costing $100,000.00 or more, the Vendor shall disclose any current or prior interest of, any contract with, or any grant or gift received from a country of foreign concern with a value of $50,000 or more that was received or in force during the previous five (5) years. Definitions, disclosure requirements and exceptions are found in Fla. Stat. §268.101. The Vendor represents and warrants it has complied with Fla. Stat. §286.101, it has properly disclosed to the City before execution of this Agreement, such interests, contracts, grants, or gifts and it will remain in compliance with Fla. Stat. §286.101 for the duration of this Agreement.

h) Prohibition on Diversity Equity and Inclusion (DEI).

Vendor’s Initials (______) Page 9 of 16

Commencing January 1, 2027, the Consultant certifies that it does not and will not use City funds to require its employees, contractors, subcontractors, consultants, subconsultants, volunteers, vendors, or agents, to ascribe to, study, or be instructed using materials relating to diversity, equity, and inclusion as defined in Sections

125.595(1) and 166.04971(1), Florida Statutes. By entering into this Agreement, the Consultant acknowledges that it has read Section 287.139, Florida Statutes, complies with the requirements therein, and certifies that it shall remain in compliance with this certification throughout the term of this Agreement. If the

Consultant fails to comply with any of the requirements of Section 287.139, Florida

Statutes, during the term of this Agreement, the City may immediately terminate this Agreement for cause.

10. INSURANCE.

During the performance of the Services under this Agreement, Vendor shall maintain the following insurance policies pursuant to Exhibit “B” of this Agreement, which is appended hereto and incorporated as if set forth herein. The insurance policy coverage as outlined herein shall remain in effect for the entire term of the

Agreement. In the event of coverage cancellation, non-renewal, material change, modification or lapse of coverage, Vendor shall notify the City within thirty (30) business days with written notice of such to the City’s Risk Management.

11. PUBLIC RECORDS

a. Vendor agrees to keep and maintain public records in Vendor’s possession or control in connection with Vendor’s performance under this Agreement. Vendor additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes.

b. Vendor shall 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 Agreement, and following completion of the

Agreement until the records are transferred to City.

c. Upon request from City custodian of public records, Vendor shall provide City 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 by Chapter 119, Florida Statutes, or as otherwise provided by law.

d. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of City.

e. Upon completion of this Agreement, transfer, at no cost, to the City all public records in possession of Vendor or keep and maintain public records required by

City to perform the service. If Vendor transfers all public records to City upon completion of this Agreement, Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of

Vendor’s Initials (______) Page 10 of 16 this Agreement, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically by Vendor shall be delivered to City, upon request from the City’s Custodian of Records, in a format that is compatible with the City’s information technology systems.

f. Any compensation due to Vendor shall be withheld until all records are received as provided herein.

g. Vendor’s failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by City.

Section 119.0701(2)(a), Florida Statutes

IF VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO VENDOR’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS.

Custodian of Public Records: ELIZABETH SEWELL, CITY CLERK

Mailing address: 100 CIVIC COURT, HOMESTEAD, FL 33030

Telephone number: 305-224-4442

Email: ESEWELL@CITYOF HOMESTEAD.COM

IN WITNESS WHEREOF, Vendor has signed and delivered this Agreement, and

Homestead has caused this Agreement to be signed and delivered by its duly authorized officer or representative, all as of the date first set forth above.

City of Homestead: Vendor:

a Florida ____________________

By:________________________ By:__________________________

Nzeribe Ihekwaba, PhD, PE Name:____________

City Manager Title: _____________

Attest:______________________

Elizabeth Sewell

City Clerk

Vendor’s Initials (______) Page 11 of 16

Risk Approval for reliance of the City only

By: _____________________________

Name: __________________________

Title: ____________________________

Approved as to form and legal sufficiency for the use and reliance of the City of Homestead only:

By:________________________

City Attorney

Vendor’s Initials (______) Page 12 of 16

EXHIBIT “A”

STATEMENT OF WORK

1. SCOPE OF SERVICES:

2. PROJECT SCHEDULE:

3. DELIVERABLES:

4. PAYMENT SCHEDULE:

☐ The City shall compensate Vendor at the hourly rate(s), as set forth in the

Statement of Work. Vendor shall invoice the City at the beginning of each calendar month for services provided during the preceding month.

☐ The City shall compensate Vendor on a monthly basis for those tasks identified in the Statement of Work that have been completed during the prior 30 days.

☐ The City shall pay the Fee in equal monthly installments during the Term of the

☐ The City shall compensate Vendor upon satisfactory completion of each deliverable as described in the schedule of deliverables set forth in the Statement of Work (“Schedule of Deliverables”). When a deliverable, as set forth in the

Schedule of Deliverables has been completed, the Vendor shall so advise the City in writing. Within thirty (30) days of receipt of such notice the City shall give the

Vendor written notice of final acceptance or notice of the specified unfinished deliverables. Final acceptance shall not constitute a waiver or abandonment of any rights or remedies available to the City under any other section of this Agreement.

Vendor’s Initials (______) Page 13 of 16

EXHIBIT “B”

Insurance Requirements

Throughout the Term of this Agreement, Vendor shall, at its sole expense, maintain the minimum insurance coverages stated in this Exhibit B. Vendor shall maintain insurance coverage against claims relating to any act or omission by Vendor, its agents, representatives, employees, or subcontractors in connection with this Agreement. City reserves the right at any time to review and adjust the limits and types of coverage required under this Exhibit.

Vendor shall ensure that “City of City” is listed and endorsed as an additional insured on all policies required under this Agreement.

On or before the Effective Date or at least fifteen (15) days prior to commencement of services, as may be requested by City, Vendor shall provide City with a copy of all

Certificates of Insurance or other documentation sufficient to demonstrate the insurance coverage required. If and to the extent requested by City, Vendor shall provide complete, certified copies of all required insurance policies and all required endorsements within thirty (30) days after City’s request.

Vendor shall ensure that all insurance coverages required by this Exhibit remain in full force and effect without any lapse in coverage throughout the Term and until all performance required by Vendor has been completed, as determined by City. Vendor or its insurer shall provide notice to City of any cancellation or modification of any required policy at least thirty (30) days prior to the effective date of cancellation or modification, and at least ten (10) days prior to the effective date of any cancellation due to nonpayment, and shall concurrently provide City with a copy of its updated

Certificates of Insurance evidencing continuation of the required coverage(s).

Vendor shall provide the City of City with a certificate of insurance naming the City of

City, its employees, directors, officers, agents, independent contractors, successor or assigns, and other authorized representatives as additional insured, except on the

Workers’ Compensation/Employer’s Liability and Professional Liability policies, as applicable, with the following terms, conditions, limits and other related criteria:

a. Commercial General Liability: $1,000,000 each Occurrence Limit, $2,000,000

General Aggregate and $2,000,000 Products/Completed Operations Aggregate Limit.

Commercial General Liability insurance shall include but shall not be limited to:

bodily injury, property damage, personal injury, contractual liability, completed operations, products liability, and independent contractors’ coverage. The Commercial

General Liability policy shall be endorsed with the ISO CG2010 Additional Insured endorsement (or similar endorsement or policy coverage form with coverage at least as broad as the ISO CG 2010) and the ISO CG 2037 Additional Insured – Completed

Operations endorsement (or similar endorsement or policy coverage form with coverage at least as broad as the ISO CG 2037).

Vendor’s Initials (______) Page 14 of 16

b. Workers’ Compensation: FL Statutory Limits. Employers Liability Limits:

$1,000,000 Bodily Injury by Accident per employee; $1,000,000 Bodily Injury by

Disease per employee; $1,000,000 Bodily Injury by Disease policy limit.

If Vendor’s worker’s compensation program is part of an employee-leasing or co-employment arrangement where certain Statutory employees may be excluded from coverage, Vendor specifically agrees to indemnify, hold harmless, defend against and pay or reimburse the City for losses the City or its insurers may be obligated to pay to any natural person who is denied workers compensation benefits or employers liability coverage that arise out of or result from Vendor’s employee-leasing or co-employment arrangement.

c. Commercial Automobile Liability: $1,000,000 Combined Single Limit per occurrence for Bodily Injury and Property Damage; Coverage to include Hired and

Non Owned Auto Liability.

d. Professional Liability (Errors and Omissions): $1,000,000 per Occurrence and

$2,000,000 Aggregate limits required. The retroactive date must be no later than the date of this Contract and must be evidenced on the certificate of insurance provided to the City unless coverage is written on an Occurrence Form/Basis.

It is specifically agreed that the City of City shall not be liable to the Vendor for any liability arising out of the performance of this Agreement. Vendor specifically waives any and all rights of recovery it may have against the City of City, independent of any waiver of rights of recovery by any insurer. All insurance policies shall include a Transfer of Rights of Recovery Against Others to Us/Waiver of Subrogation in favor of the City.

Vendor agrees to obtain any endorsement that may be necessary to effect all waivers of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement or policy coverage form from the insurer.

All insurance policies shall be endorsed to provide that (a) Vendor’s insurance is primary and non-contributory to any other insurance available to the City of

Homestead with respect to claims related to this Agreement.

Self-insurance shall not be acceptable. Any policy including a self-insured retention

(“SIR”) in the primary layer of liability in any amount must be submitted to and approved by the City’s Risk Management Department prior to risk approval.

All insurers must have an AM Best financial and size rating of A-VII or better and agree to provide the City with 30 days' advanced written notice in the event of cancellation, or modification which materially restricts coverage or terms. Vendor shall promptly notify the City of Homestead in the event of receipt of such notice from an insurer.

Vendor shall provide a copy of any policy coverage form or policy endorsement evidencing insurance coverage as outlined above at any time upon City request.

Vendor’s Initials (______) Page 15 of 16

RELAXATION OR SUSPENSION OF INSURANCE REQUIREMENTS: City

Risk Management may, in its sole discretion, and subject to any conditions it deems appropriate, relax, change, update, alter or temporarily suspend, in whole or in part, any insurance requirement upon written notice to Vendor.

VENDOR’S PROPERTY: Vendor and its subcontractors, if any, are solely responsible for any loss or damage to their personal property, including but not limited to tools and equipment, scaffolding, and temporary structures, rented machinery, or owned and leased equipment. A waiver of subrogation shall apply in favor of the City of Homestead.

DISCLOSURE OF INFORMATION: Vendor agrees that the City may disclose the name and contact information of its insurers to any third party which presents a claim against the City for any damages or claims resulting from or arising out of work performed by the Vendor, its agents, employees, servants or subcontractors in the performance of this contract.

Vendor’s Initials (______) Page 16 of 16

FEDERAL PROVISIONS EXHIBIT