Specimen_Contract_-_Building_Department_Services_Agreement.pdf

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City of Pembroke Pines

BUILDING DEPARTMENT SERVICES AGREEMENT

BETWEEN THE CITY OF PEMBROKE PINES

AND {---Company Name---}

THIS IS AN AGREEMENT (“Agreement”), dated ____________________, by and between:

CITY OF PEMBROKE PINES, a municipal corporation of the State of Florida with a business address of 601 City Center Way, Pembroke Pines, Florida 33025 (hereinafter referred to as the "CITY") and

{---Company Name---}, {---Corporation Type---}, as listed with the Florida Division of Corporations, authorized to do business in the State of Florida, and with a business address of {---Street1---} {---Street2---}, {---City---}, {--- State/Province---} {---Postal Code---} (hereinafter referred to as the “CONTRACTOR”). CITY and CONTRACTOR may hereinafter be referred to collectively as the "Parties."

W I T N E S S E T H:

In consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, CITY and CONTRACTOR agree as follows:

ARTICLE 1

PREAMBLE

In order to establish the background, context and form of reference for this Agreement, and to generally express the objectives and intentions of the respective parties herein, the following statements, representations, and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow, and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based.

1.1 On {---Solicitation Advertisement Date---}, the CITY advertised its notice to bidders of the CITY's desire to hire a firm to provide the Operation and Management of the City’s Building Department as more particularly described in Exhibit “A” attached hereto and by this reference made a part hereof, for the said bid entitled:

“OPERATION AND MANAGEMENT OF THE BUILDING DEPARTMENT”

Request for Proposal (“RFP”) # AD-26-01

1.2 On {---Bid Opening Date---}, the bids were opened at the offices of the City Clerk.

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1.3 On ____________________, the CITY Commission awarded the bid to CONTRACTOR and authorized the proper CITY officials to negotiate and enter into an agreement with CONTRACTOR to render the services more particularly described herein below.

1.4 Negotiations pertaining to the services to be performed by the CONTRACTOR were undertaken and this Agreement incorporates the results of such negotiation.

ARTICLE 2

SERVICES AND RESPONSIBILITIES

2.1 Contract Documents and Scope. CONTRACTOR hereby agrees to perform the services for the operation and management of the CITY’s Building Department, at 601 City Center Way, Pembroke Pines, FL 33025 (the "Property") in strict accordance with this Agreement; and as more particularly described in and in accordance with the CITY’s “RFP # AD-26-01”, including all attachments and addenda (Exhibit “A”), and CONTRACTOR's response thereto including price proposal and proposal form, (Exhibit “B”), and Commission Award with any applicable negotiated clarifications (Exhibit “C”). CONTRACTOR shall furnish all services, labor, supervision, equipment, vehicles, supplies, technology, and other resources and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all work performed under this Agreement shall be done in a professional manner.

2.2 City-Provided Leadership Model. CITY shall provide the Chief Building Official and Building Department Operations Manager as CITY employees. CONTRACTOR shall provide the Assistant Building Official, four Trade Chiefs, Plans Examiners, Field Inspectors, and all administrative, clerical, customer-service, coordination, and supplemental personnel required by Exhibit “A.” CONTRACTOR personnel are not CITY employees.

2.3 Supervision and Safety. CONTRACTOR shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner.

CONTRACTOR shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. CONTRACTOR shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the CONTRACTOR’S expense.

2.4 Minimum Dedicated Staffing. CONTRACTOR shall provide, at minimum: one (1) Assistant Building Official, who may also serve as one Trade Chief; four (4) Trade Chiefs (one each for Structural, Electrical, Mechanical, and Plumbing); three (3) Plans Examiners (two Structural and one Electrical); and eight (8) Field Inspectors (four Structural, two Electrical, one Mechanical, and one Plumbing). Except for the expressly permitted Assistant Building Official/Trade Chief dual role, each minimum position shall be filled by a separate qualified individual dedicated full-time and exclusively to CITY, physically present at the Building Department during regularly scheduled working hours, and not shared, rotated, or assigned to

Page 3 of 31 20260610 v.3 another jurisdiction or discipline unless the CITY Contract Manager expressly approves otherwise in writing.

2.5 Qualifications and Continuity. All personnel shall satisfy the licensing, certification, experience, background-screening, and biennial recertification requirements in Exhibit “A.”

CONTRACTOR shall notify the Contract Manager of staffing changes as soon as practicable and no later than twenty-four (24) hours after CONTRACTOR knew or should have known of the change. Qualified CITY-approved replacements shall be supplied within twenty-four (24) hours for a temporary absence of five (5) business days or less, within seventy-two (72) hours for an extended absence, and within ten (10) business days for a permanent vacancy. Staffing changes shall not reduce service levels or regulatory compliance.

2.6 Plan Review. For each complete application, CONTRACTOR shall complete all initial plan reviews and subsequent re-reviews within the following maximum timeframes, unless applicable law requires a shorter review period:

1. Building Permits (Minor) 3 Business Days

2. Building Permits (Median) 6 Business Days

3. Building Permits (Major) 10 Business Days

4. 25-Year Building Safety Inspection Program (Monitoring) 10 Business Days

A “complete permit application” means an application containing all documents, information, agency approvals, and fees necessary to conduct a full and substantive review. The applicable review period shall not begin until all submission requirements have been satisfied and the application has been distributed for review by CONTRACTOR’s Review Coordinator. Incomplete applications shall not be subject to the foregoing review periods until all identified deficiencies have been addressed and the Building Department has determined that the application is complete.

Owner-builder permit applications shall be allowed one (1) additional business day for review.

After-the-fact permit applications shall also be allowed one (1) additional business day for review.

In accordance with CITY policy, after-the-fact permits shall be processed by a licensed professional and shall not be processed as owner-builder applications unless otherwise authorized by the Chief Building Official.

For purposes of this Agreement:

a. “Building Permits (Minor)” shall be defined as permit applications requiring review by one or two reviewers and identified as Minor permits in Attachment A to Exhibit “A.”

b. “Building Permits (Median)” shall be defined as permit applications requiring review by multiple reviewers, involving an expanded scope for commercial or residential projects, that are not classified as Minor or Major permits and are identified as Median permits in Attachment A to Exhibit “A.”

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c. "Building Permits (Major)" shall be defined as complex permit applications, typically involving new construction or interior buildouts, that are identified as Major permits in Attachment A to Exhibit “A.”

A permit application may be deemed expired after one hundred eighty (180) calendar days from the date of the last action taken by, or notification provided to, the applicant by the Building Department. Reactivation of an expired permit application may be permitted at the discretion of the Chief Building Official and shall be subject to applicable laws, codes, policies, and fees.

After a permit has been issued, the permit holder shall have one hundred eighty (180) calendar days to obtain a passed or partially passed inspection. Following the first passed or partially passed inspection, the permit holder shall obtain another passed or partially passed inspection within each subsequent ninety (90) calendar-day period. Failure to satisfy these requirements may result in expiration of the permit, subject to applicable law and the discretion of the Chief Building Official.

CONTRACTOR shall use the CITY-provided Permit System for all plan-review activities and shall enter and maintain plan-review comments, approvals, deficiencies, status changes, and other required information in real time. Plan-review submissions may be accepted electronically or in paper form in accordance with CITY procedures.

The timeframes established in this Section apply only to plan reviews performed by personnel under CONTRACTOR control. CONTRACTOR shall not be responsible for delays attributable solely to reviews conducted by CITY-staffed departments or functions, including Fire, Planning and Zoning, and Engineering. However, CONTRACTOR shall remain responsible for properly routing applications, monitoring the overall review status, coordinating with the applicable CITY departments, and promptly notifying the applicant and the CITY’s Contract Manager of any issue that may affect the processing of an application.

CONTRACTOR shall promptly notify the CITY’s Contract Manager in writing of any issue affecting plan-review activities, including issues involving the Permit System. CONTRACTOR may recommend enhancements or modifications to the Permit System; however, no modification may be implemented without the CITY’s prior written approval and compliance with applicable laws, regulations, and Broward County Board of Rules and Appeals policies and procedures.

2.7 Inspections. Requests received before 3:00 p.m. on a business day shall be scheduled for the next business day; requests received at or after 3:00 p.m. shall be scheduled for the second business day following the request, unless the applicant requests a later date. Inspections shall occur on the scheduled date. Requests may be submitted by telephone/voicemail, email, in person, or through the Permit System. In order to ensure public safety, response to hazards, nuisances, and Florida Building Code violations, reports will be performed within one (1) business day of receiving notice. The CONTRACTOR shall provide an inspector to meet this “on call” requirement.

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2.8 Hours and Emergency Response. Normal Operating Hours are Monday through Thursday, 7:00 a.m. to 6:00 p.m., excluding CITY holidays, subject to any CITY change to its regular workweek. CONTRACTOR shall provide personnel in each discipline able to respond within one (1) hour, twenty-four (24) hours per day, seven (7) days per week, to an emergency call-out by Fire Rescue, law enforcement, or an authorized CITY representative.

During a declared emergency, CONTRACTOR shall staff the Emergency Operations Center as directed and assist with damage assessments, safety inspections, recovery, and restoration of services. Approved emergency services shall be reimbursed at documented direct cost without markup.

2.9 Permit System, Equipment, and Website. CONTRACTOR shall use the CITY-provided Tyler Enterprise Permitting and Licensing system (Tyler EnerGov), or successor Permit System, and maintain required entries in real time. CONTRACTOR shall provide all other equipment, computers, cellular devices, peripherals, software, telephone landlines, and internet service.

CONTRACTOR shall develop and maintain the Building Department portion of the CITY website, including accurate customer-friendly content, FAQs, and instructional videos, in coordination with CITY.

2.10 Vehicles and Identification. CONTRACTOR shall provide and maintain the vehicles as outlined in Exhibit “A,” including but not limited to the following. All such vehicles shall be CONTRACTOR-owned, leased, or rented, unless otherwise expressly approved in writing by the CITY’s Contract Manager. The use of employee-owned, employee-leased, or employee-rented vehicles (collectively, “personal vehicles”) is prohibited unless expressly authorized in writing by the CITY’s Contract Manager. Vehicles shall be of uniform color and shall display, on each side, the Contractor’s company name, a unique vehicle identification number, and clear identification indicating that the Contractor is performing services for the City of Pembroke Pines. Such identification shall be in lettering not less than three (3) inches in height. The Contractor shall submit a mock-up of all proposed vehicle markings, including placement, size, and design, to the City’s Contract Manager for review and approval prior to implementation. Approval of such markings shall be at the sole discretion of the CITY’s Contract Manager. The use of removable or magnetic decals alone shall not be permitted unless specifically approved by the CITY’s Contract Manager. Vehicles displaying the City of Pembroke Pines name, logo, or other identifying markings shall be used solely for the performance of services under this Agreement and shall not be used in connection with any private provider services or other non-City business.

2.11 Customer Service, Reports, and Surveys. CONTRACTOR shall provide the help-desk, intake, permitting, complaint-escalation, coordination, public-records, website, and customer-service functions required by Exhibit “A.” On or before the first weekday of each month, CONTRACTOR shall submit and post the complete monthly status report and customer-concern log required by Exhibit “A.” CONTRACTOR shall conduct the required applicant survey each calendar quarter and provide results at quarter-end.

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2.12 Conflicts and Private Provider Work. CONTRACTOR and its personnel shall comply with all conflict-of-interest, onsite-solicitation, private-provider, outside-employment, dedicated-personnel, equipment-use, and representation restrictions in Exhibit “A.”

2.13 Representations. CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon these representations when entering into this Agreement with CONTRACTOR, that CONTRACTOR has the professional expertise, experience and manpower to perform the services to be provided by CONTRACTOR pursuant to the terms of this Agreement.

2.14 Licenses. CONTRACTOR hereby represents to CITY that CONTRACTOR is properly licensed by the applicable federal, state, and local agencies to provide the services under this Agreement. Furthermore, CONTRACTOR agrees to maintain such licenses during the term of this Agreement. If CONTRACTOR's license is revoked, suspended, or terminated for any reason by any governmental agency, CONTRACTOR shall notify the CITY immediately.

2.15 Compliance and Coordination. CONTRACTOR shall at all times during the term of this Agreement comply with all applicable federal, state, and local laws, rules, regulations, and codes.

A violation of any federal, state, or local law or regulation may be cause for breach, allowing the CITY to terminate this Agreement. CONTRACTOR expressly agrees to comply with all applicable provisions required under Chapter 166, F.S; Chapter 468, F.S; Chapter 553, F.S;

Chapter 633, F.S., the Florida Building Code, the City Code of Ordinances and Land Development Code, the Committee Substitute for Committee Substitute for Florida Senate Bill No. 180, codified as Laws of Florida, Chapter 2025-190; and all other governing rules, laws, and regulations, as may be amended, governing the scope of services to be performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR shall comply with the applicable provisions of the City of Pembroke Pines Code of Ordinances. CONTRACTOR shall require that all sub-contractors comply with the applicable provisions of the City of Pembroke Pines Code of Ordinances.

2.16 Changes in Law. CONTRACTOR shall be responsible for monitoring or obtaining information pertaining to any change in federal, state, or local law that may impact CONTRACTOR's performance or scope of services under this Agreement. In the event that there is a change in state, federal, or county law or regulation that impacts CONTRACTOR’s obligations or performance under this Agreement, the Parties shall endeavor to amend this Agreement in order to ensure compliance with all applicable regulations.

2.17 Subcontractors. CONTRACTOR shall gain prior written approval from the CITY prior to engaging any subconsultants, subcontractors, or other professional associates to perform in connection with this Agreement. Any subcontract with a subcontractor or subconsultant shall afford to the CONTRACTOR rights against the subcontractor or subconsultant which correspond to those rights afforded to the CITY against the CONTRACTOR herein, including but not limited to those rights of termination as set forth herein. No reimbursement shall be made to the CONTRACTOR for any subconsultants that have not been previously approved by the CITY for use by the CONTRACTOR.

ARTICLE 3

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TERM AND TERMINATION

3.1 Initial Term. CONTRACTOR shall perform the services as identified in Exhibit “A” attached hereto and made part hereof, for an initial five (5) year period commencing on «Commencement_Date» and ending on «Expiration_Date».

3.2 Renewal Term. This Agreement may be renewed for one (1) additional five (5) year renewal term upon mutual consent of the Parties, evidenced by a written amendment to this Agreement extending the term thereof.

3.3 Transition-In. CONTRACTOR shall satisfy all transition-in and operational-readiness requirements negotiated by the Parties and set forth in the approved plan attached as Exhibit “D.”

These requirements apply whether CONTRACTOR is the incumbent or a new contractor. An incumbent shall implement all changes necessary to comply with this Agreement, notwithstanding any different requirements under its prior agreement. A new contractor shall coordinate with the CITY and the incumbent to ensure an orderly transition and continuity of services. Any modification to Exhibit “D” requires the CITY Contract Manager’s prior written approval.

3.4 Transition-Out and Continuing Services. Upon expiration or termination of this Agreement, CONTRACTOR shall satisfy all transition-out requirements set forth in the negotiated Transition-Out Plan attached as Exhibit “E”, which shall include estimated timelines for transitioning and equitable allocation and reconciliation of fees, revenues, and costs.

CONTRACTOR shall cooperate with CITY and any successor to ensure uninterrupted services;

maintain the same scope and service levels through the authorized transition period; and transfer all finished and unfinished work product, open-permit inventories, reviews, inspections, Certificates of Occupancy, records, data, revenue-reconciliation information, and customer communications in hard-copy and usable electronic formats. Any modification to Exhibit “E” requires the CITY Contract Manager’s prior written approval. CITY may extend services for up to one hundred eighty (180) calendar days, or until a successor begins, whichever occurs first, through a written agreement authorized by the City Manager.

3.5 Termination for Cause. If CONTRACTOR fails to perform any material obligation under this Agreement, CITY may generally use the following progressive enforcement process:

Step 1 – Notice of Deficiency. CITY may issue written notice describing the deficiency or default and identifying the corrective action required.

Step 2 – Liquidated Damages and Other Interim Remedies. If the deficiency is not corrected within the applicable timeframe, CITY may assess liquidated damages, withhold or offset payments, require a corrective-action plan, obtain substitute services at CONTRACTOR’s expense, or exercise any other interim remedy available under this Agreement or applicable law.

Step 3 – Notice to Cure. If the deficiency continues, recurs, or demonstrates a pattern of nonperformance, CITY may issue a formal Notice to Cure providing CONTRACTOR a

Page 8 of 31 20260610 v.3 reasonable period, not to exceed ten (10) calendar days unless otherwise determined by CITY, to fully correct the default.

Step 4 – Termination and Additional Remedies. If CONTRACTOR fails to timely and fully cure the default, CITY may terminate this Agreement for cause and pursue any other contractual or legal remedy.

During this process, CONTRACTOR shall continue performing all Services and remain responsible for maintaining required service levels. The assessment or payment of liquidated damages shall not extend a correction or cure period, constitute acceptance of deficient performance, or prevent termination.

The foregoing steps provide a general enforcement framework and do not require CITY to complete each step or follow them in sequence when the nature, severity, recurrence, or urgency of the default warrants accelerated action. CITY may immediately proceed to any appropriate remedy, including termination for cause, when authorized by this Agreement or applicable law, including in cases involving fraud, criminal conduct, abandonment of Services, loss of required licensure or insurance, or an imminent threat to public health, safety, or welfare.

3.6 Termination for Convenience. This Agreement may be terminated by CITY for convenience, upon providing thirty (30) calendar days of written notice to CONTRACTOR for such termination in which event CONTRACTOR shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that CONTRACTOR abandons this Agreement or causes it to be terminated, CONTRACTOR shall indemnify CITY against loss pertaining to this termination.

3.7 Termination (transfer of ownership). This Agreement may be terminated by the CITY upon five (5) calendar days written notice if there is a change of more than fifty percent (50%) of the ownership of the CONTRACTOR. CONTRACTOR shall notify the City Manager at least ten

(10) calendar days prior to the change of ownership of the CONTRACTOR.

3.8 Effect of Termination. Upon termination for any reason, CONTRACTOR shall comply with the Transition-Out Plan in Exhibit “E” and continue providing Services for the period directed by CITY to ensure continuity of Building Department operations and turn over to the CITY all finished and unfinished work product, data, studies, surveys, sketches, plans and reports in its possession. CONTRACTOR shall also reasonably assist the CITY and any replacement contractors in the transition, including transition of computer data or software, as may be necessary. Termination shall not affect any rights, remedies, payment obligations, indemnities, recordkeeping requirements, or transition obligations that accrued before termination or are intended to survive it. Upon expiration or termination, CONTRACTOR shall return CITY offices and property in the condition existing at commencement, ordinary wear and tear excepted.

Property purchased by CONTRACTOR remains CONTRACTOR property unless directly paid for or specifically reimbursed by CITY or otherwise provided in this Agreement.

ARTICLE 4

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COMPENSATION AND METHOD OF PAYMENT

4.1 Sole Compensation. As full compensation for the Services, CITY shall pay CONTRACTOR {---Awarded Percentage---}% of Gross Revenue derived from Building Permit Fees, subject to CITY reconciliation and validation. This percentage is CONTRACTOR’s sole and exclusive compensation except for CITY-approved emergency services reimbursable under Section 2.8.

4.2 Gross Revenue. "Gross Revenue" shall be defined as the net of all revenue for permit services collected by the building department less (minus) all revenue generated for non-building related services as more particularly described below. Non-building related services would include fees associated with:

a. Fire Building Permit Review Fees

b. Zoning Building Permit Review Fees

c. Engineering Building Permit Review Fees and Engineering Site Improvement Fees

d. Impact Fees, if applicable.

e. Fees Charged at issuance of Certificate of Occupancy ("CO") which include the:

Water and Sewer Connection Fees; Fire Fee; Police Fee; Interim Fire Protection Assessment; and shall exclude the Certificate of Occupancy Fee (which is to be considered a building related fee);

f. Government (federal, state, and county) fees and taxes; and,

g. Any permit fees waived for City construction and related work.

4.3 Collection and Custody. CONTRACTOR shall ensure that applicable fees are properly assessed and collected under CITY ordinances, policies, and procedures. Applicants shall pay all amounts directly into CITY-designated accounts, and CITY shall retain custody of all funds.

4.4 Monthly Report and Invoice. At each month-end, CONTRACTOR shall submit a detailed Permit System revenue report listing permits issued and customer payments received, CONTRACTOR’s calculation of its contractual share, and a preliminary invoice. CITY Finance shall independently reconcile Permit System receipts to CITY financial-system cashiering and general-ledger records and may obtain confirmation from affected CITY departments.

CONTRACTOR shall promptly explain discrepancies and submit a corrected invoice. CITY shall pay only after reconciliation and all payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes.

4.5 Monthly Payments to CITY. CONTRACTOR shall pay the following amounts to CITY by the fifth (5th) day of each month, separately invoiced through CITY’s general billing system:

a. Administrative Fee: $21,000.00 per month.

b. Rent: $21,450.00 per month.

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c. City-Provided Leadership: $34,000.00 per month for the Chief Building Official and Building Department Operations Manager.

4.6 CPI Adjustment. Each amount in Section 4.5 shall adjust automatically adjusted annually each October 1st, commencing October 1, 2027, according to the Consumer Price Index for All Urban Consumers (CPI-U), Series ID: CUURS35BSA0 for "All Items" in the Miami-Ft.

Lauderdale-West Palm Beach, FL Area (Not Seasonally Adjusted), as published by the U.S.

Department of Labor for the annual change as of the most recent month of April, but not less than zero percent (0%).

4.7 Taxes and Processing Fees. CONTRACTOR is responsible for any tax later made applicable to the Services, rent, or other charges. CITY is responsible for check and credit-card processing fees and may pass them to customers. Processing fees shall not be included in, deducted from, or otherwise affect Gross Revenue or CONTRACTOR's percentage.

4.8 Audit and Offset. CITY may audit all records supporting revenue calculations and payments. CITY may withhold or offset liquidated damages, overpayments, substitute-service costs, and other amounts due from any payment otherwise owed to CONTRACTOR, to the extent permitted by law.

ARTICLE 5

LOCAL OFFICE REQUIREMENTS

5.1 Office Space. CITY shall provide approximately 4,768 square feet within City Hall for the Building Department. CONTRACTOR shall rent, utilize, fully staff, and maintain the space solely for this Agreement, subject to CITY policies and security requirements. The space will be shared with the CITY-provided Chief Building Official and Building Department Operations Manager.

5.2 CITY-Furnished Services. CITY shall provide electricity, allocated as stated in Exhibit "A," janitorial service, and support for the CITY-provided Permit System. CONTRACTOR shall provide internet, telephone landlines, and all other required equipment and services at its expense.

5.3 Condition and Access. CONTRACTOR shall keep the space professional, orderly, safe, and accessible to the public during CITY business hours, including appropriate customer-service, conference, plan-review, and records functions.

ARTICLE 6

CHANGES IN SCOPE OF WORK & STAFFING

6.1 CITY or CONTRACTOR may request changes that would increase, decrease, or otherwise modify the Scope of Services, as described herein. These changes may affect the monthly compensation accordingly. Such changes or additional services must be in accordance with the provisions of the Code of Ordinances of the CITY, and must be contained in a written amendment, executed by the Parties hereto, with the same formality, equality and dignity herewith prior to any deviation from the terms of this Agreement, including the initiation of any additional or extra work.

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In no event will the CONTRACTOR be compensated for any work which has not been described either herein or in a separate written agreement executed by the Parties hereto.

6.2 While requesting changes that would increase, decrease, or otherwise modify the scope of services CONTRACTOR shall continue work, however, in no event will CONTRACTOR be compensated for any work that has not been described either herein, in a purchase order, or separate written agreement executed by the parties hereto.

6.3 Staffing-Level Review. After the first twelve (12) months, CONTRACTOR may request a staffing reduction supported by documentation showing that all customer-service, efficiency, capacity, timeline, compliance, and performance requirements will be maintained, together with a proposed compensation reduction. CITY may initiate a review after a significant sustained change in workload, legal requirements, development activity, or operating conditions. Any adjustment is within CITY's sole discretion and requires a written amendment.

ARTICLE 7

INDEMNIFICATION

7.1 CONTRACTOR shall indemnify and hold harmless the CITY, its officers, agents, assigns, employees, consultants, separate contractors, any of their subcontractors, and sub-subcontractors from and against claims, demands, or causes of action whatsoever, and the resulting losses, damages, costs and expenses, including but not limited to attorneys' fees, including paralegal expenses, liabilities, damages, orders, judgments, or decrees, sustained by the CITY arising out of or resulting from performance of this Agreement, the failure of CONTRACTOR to take out and maintain insurance as required under this Agreement, and any negligent act or omission of CONTRACTOR, its employees, agents, partners, principals, subcontractors, and officers. The CONTRACTOR shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys’ fees which may issue thereon.

7.2 Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely.

7.3 CITY reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of

CONTRACTOR.

7.4 CONTRACTOR shall be liable for any accident, loss, injury or damages to persons and/or property arising out of and/or resulting from CONTRACTOR’s performance of the work required by this Agreement.

7.5 Warranty of Title and Waiver of Liens. The CONTRACTOR shall not at any time suffer or permit any lien, attachment, or any other encumbrance under the laws of the State of Florida or

Page 12 of 31 20260610 v.3 otherwise by any person or persons whomsoever to remain on file with the City against any money due or to become due for any work done or materials furnished under this Agreement or by any reason or claim or demand against CONTRACTOR. Such lien, attachment, or encumbrance, until it is removed, shall preclude any and all claims or demands for any payment by virtue of this Agreement.

ARTICLE 8

LEGAL OBLIGATIONS

8.1 CONTRACTOR may be legally liable for the following operations, whether such operations be by the CONTRACTOR or by any individual, group, or legal entity performing work either directly or indirectly for the CONTRACTOR under the Agreement, including employees, agents, subcontractors, or anyone for whose acts of the individuals or entities referenced within this section may be liable:

8.1.1 Claims under worker's compensation, disability benefit and other similar employee benefit acts that are applicable to the Services to be performed under this Agreement;

8.1.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the CONTRACTOR's employees;

8.1.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the CONTRACTOR's employees;

8.1.4 Claims for damages insured by usual personal injury liability coverage that are sustained (1) by a person as a result of an offense directly or indirectly related to employment of such person by the CONTRACTOR, or (2) by another person;

8.1.5 Claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

8.1.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and

8.1.7 Claims of contractual liability insurance applicable to the CONTRACTOR's obligation.

8.2 The insurance required for the plan review and inspection services shall be written for not less than the limits of liability as set forth herein or as required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Services until date of final payment and termination of any coverage required to be maintained after final payment.

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ARTICLE 9

INSURANCE

9.1 CONTRACTOR expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the CONTRACTOR shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CITY or its officers, employees, agents and instrumentalities as herein required.

9.2 CONTRACTOR AND ALL SUBCONTRACTORS, SHALL NOT BE ALLOWED TO

commence work under this AGREEMENT until the CONTRACTOR has obtained all insurance required by this Insurance Section, including the purchase of a Policy of Insurance naming the City of Pembroke Pines as an Additional Named Insured, which Insurance Policy and its terms must be agreed to and approved in writing by the Risk Manager for the City of Pembroke Pines , nor shall any SUBCONTRACTOR be allowed to commence work under this AGREEMENT until the SUBCONTRACTOR complies with the Insurance requirements required by this Insurance Section, including the duty to purchase a Policy of Insurance which names the City of Pembroke Pines as an Additional Named Insured, which Insurance Policy and its terms are agreed to and approved in writing by the Risk Manager for the City of Pembroke Pines.

9.3 Certificates of Insurance, reflecting evidence of the required insurance, shall be filed with the CITY’s Risk Manager prior to the commencement of this Agreement. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. The insurance company shall be rated no less than “A” as to management, and no less than “Class VI” as to financial strength according to the latest edition of Best’s Insurance Guide published by A.M. Best Company.

9.4 Certificates of Insurance shall provide for thirty (30) calendar days’ prior written notice to the CITY in case of cancellation or material changes in the policy limits or coverage states. If the carrier cannot provide thirty (30) calendar days’ notice of cancellation, either the CONTRACTOR or their Insurance Broker must agree to provide notice.

9.5 Insurance shall be in force until all obligations required to be fulfilled under the terms of the Agreement are satisfactorily completed as evidenced by the formal acceptance by the CITY.

In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this Agreement, the CONTRACTOR shall furnish, at least forty-five (45) calendar days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the Agreement and extension thereunder is in effect. The CONTRACTOR shall neither commence nor continue to provide any services pursuant to this Agreement unless all required insurance remains in full force and effect. CONTRACTOR shall be liable to CITY for any lapses in service resulting from a gap in insurance coverage.

9.6 REQUIRED INSURANCE

CONTRACTOR shall be required to obtain all applicable insurance coverage, as indicated

Page 14 of 31 20260610 v.3 below, prior to commencing any work pursuant to this Agreement:

Yes No

☐ 9.6.1 Comprehensive General Liability Insurance written on an occurrence basis including, but not limited to: coverage for bodily injury and property damage, personal & advertising injury, products & completed operations, and contractual liability. Coverage must be written on an occurrence basis, with limits of liability no less than:

1. Each Occurrence Limit - $1,000,000

2. Fire Damage Limit (Damage to rented premises) - $100,000

3. Personal & Advertising Injury Limit - $1,000,000

4. General Aggregate Limit - $2,000,000

5. Products & Completed Operations Aggregate Limit - $2,000,000

Aggregate Reduction: CONTRACTOR shall advise the CITY in the event any aggregate limits are reduced below the required per-occurrence limit. At its own expense, the CONTRACTOR will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the CITY with a new certificate of insurance showing such coverage is in force.

Products & Completed Operations Coverage shall be maintained for the later of three (3) years after the delivery of goods/services or final payment under the Agreement. The City of Pembroke Pines must be shown as an additional insured with respect to this coverage. The CITY’s additional insured status shall extend to any coverage beyond the minimum limits of liability found herein.

Yes No

☐ 9.6.2 Workers’ Compensation and Employers’ Liability Insurance covering all employees, and/or volunteers of the CONTRACTOR engaged in the performance of the scope of work associated with this Agreement. In the case any work is sublet, the CONTRACTOR shall require the subcontractors similarly to provide Workers’ Compensation Insurance for all the latter’s employees unless such employees are covered by the protection afforded by the CONTRACTOR. Coverage for the CONTRACTOR and all subcontractors shall be in accordance with applicable state and/or federal laws that may apply to Workers’ Compensation Insurance with limits of liability no less than:

1. Workers’ Compensation: Coverage A – Statutory

2. Employers Liability: Coverage B $500,000 Each Accident

$500,000 Disease – Policy Limit $500,000 Disease – Each Employee

If CONTRACTOR claims to be exempt from this requirement, CONTRACTOR shall provide CITY proof of such exemption for CITY to exempt

CONTRACTOR.

Yes No

☐ 9.6.3 Comprehensive Auto Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the performance of work under this Agreement, with a

Page 15 of 31 20260610 v.3 combined single limit of liability for bodily injury and property damage no less than:

1. Any Auto (Symbol 1) Combined Single Limit (Each Accident) - $1,000,000

2. Hired Autos (Symbol 8) Combined Single Limit (Each Accident) - $1,000,000

3. Non-Owned Autos (Symbol 9) Combined Single Limit (Each Accident) - $1,000,000

If work under this Agreement includes transportation of hazardous materials, policy shall include pollution liability coverage equivalent to that provided by the latest version of the ISO pollution liability broadened endorsement for auto and the latest version of the ISO Motor Carrier Act endorsement, equivalents or broader language.

Yes No

☐ 9.6.4 Umbrella/Excess Liability Insurance in the amount of $2,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated.

Coverage must be follow form of the General Liability, Auto Liability and Employer’s Liability. This coverage shall be maintained for a period of no less than the later of three

(3) years after the delivery of goods/services or final payment pursuant to this Agreement.

The City of Pembroke Pines must be shown as an additional insured with respect to this coverage. The CITY’s additional insured status shall extend to any coverage beyond the minimum limits of liability found herein.

Yes No

☐ 9.6.5 Professional Liability/Errors & Omissions Insurance with a limit of liability of no less than $1,000,000 per wrongful or negligent act. This coverage shall be maintained for a period of no less than three (3) years after the delivery of goods/services final payment pursuant to this Agreement. Retroactive date, if any, to be no later than the first calendar day of service to the CITY. The policy shall be a claims-made policy, and the contractor shall provide "tail coverage" for a period of at least seven (7) years after the termination of the Agreement.

Yes No

☐ 9.6.6 Cyber Liability, including Network Security and Privacy Liability, with a limit of liability of no less than $1,000,000 per loss. Coverage shall include liability arising from:

theft, dissemination and/or use of confidential information stored or transmitted in electronic form, unauthorized access to, use of, or tampering with computer systems, including hacker attacks or inability of an authorized third party to gain access to your services, including denial of service, and the introduction of a computer virus into, or otherwise causing damage to, a customer’s or third person’s computer, computer system, network, or similar computer-related property and the data, software and programs thereon.

If vendor is collecting credit card information, it shall cover all PCI breach expenses.

Coverage is to include the various state monitoring and state required remediation as well as meet the various state notification requirements. This coverage shall be maintained for a period of no less than the later of three (3) years after delivery of goods/services or final payment of the Agreement. Retroactive date, if any, to be no later than the first calendar day of service to the CITY. The City of Pembroke Pines must be shown as an additional insured with respect to this coverage. The CITY’s additional insured status shall

Page 16 of 31 20260610 v.3 extend to any coverage beyond the minimum limits of liability found herein.

Yes No

☐ 9.6.7 Crime Coverage shall include employee dishonesty, forgery or alteration, and computer fraud in an amount of no less than $1,000,000 per loss. If CONTRACTOR is physically located on CITY’s premises, a third-party fidelity coverage extension shall apply. The City of Pembroke Pines must be shown as an additional insured with respect to this coverage. The CITY’s additional insured status shall extend to any coverage beyond the minimum limits of liability found herein.

Yes No

☐ 9.6.8 Sexual Abuse & Molestation for any agreement involving a vulnerable population.

Limits shall be no less than $1,000,000 per occurrence. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment of this Agreement. Retroactive date, if any, to be no later than the first calendar day of service to the CITY. The City of Pembroke Pines must be shown as an additional insured with respect to this coverage. The CITY’s additional insured status shall extend to any coverage beyond the minimum limits of liability found herein.

Yes No

☐ 9.6.9 Property Insurance. CONTRACTOR shall insure its own property, and such insurance shall further cover and extend to any and all CITY property used by CONTRACTOR in the performance of this Agreement, including public records and other documents.

9.7 REQUIRED ENDORSEMENTS

9.7.1 The City of Pembroke Pines shall be named as an Additional Insured on each of the Liability Policies required herein.

9.7.2 Waiver of all Rights of Subrogation against the CITY.

9.7.3 Thirty (30) calendar day Notice of Cancellation or Non-Renewal to the CITY.

9.7.4 CONTRACTOR’s policies shall be Primary & Non-Contributory.

9.7.5 All policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the CITY.

9.7.6 The City of Pembroke Pines shall be named as a Loss Payee on all Property and/or Inland Marine Policies as their interest may appear.

9.8 Any and all insurance required of the CONTRACTOR pursuant to this Agreement must also be required by any subcontractor in the same limits and with all requirements as provided herein, including naming the CITY as an additional insured, in any work that is subcontracted unless such subcontractor is covered by the protection afforded by the CONTRACTOR and provided proof of such coverage is provided to CITY. The CONTRACTOR and any subcontractors shall maintain such policies during the term of this Agreement.

9.9 The CITY reserves the right to require any other additional types of insurance coverage and/or higher limits of liability it deems necessary based on the nature of work being performed under this Agreement.

Page 17 of 31 20260610 v.3

9.10 The insurance requirements specified in this Agreement are minimum requirements and in no way reduce any liability the CONTRACTOR has assumed in the indemnification/hold harmless section(s) of this Agreement.

ARTICLE 10

NON-DISCRIMINATION & EQUAL OPPORTUNITY EMPLOYMENT

During the performance of the Agreement, neither the CONTRACTOR nor any subcontractors shall discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, sex, age, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. CONTRACTOR will take affirmative action to ensure that employees are treated during employment, without regard to their race, religion, color, gender, national origin, sex, age, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. CONTRACTOR further agrees that CONTRACTOR will ensure that subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause.

ARTICLE 11

INDEPENDENT CONTRACTOR

This Agreement does not create an employee/employer relationship between the Parties.

It is the intent of the Parties that the CONTRACTOR is an independent contractor under this Agreement and not the CITY's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers' Compensation Act, and the State unemployment insurance law. The CONTRACTOR shall retain sole and absolute discretion in the judgment of the manner and means of carrying out CONTRACTOR's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of CONTRACTOR, which policies of CONTRACTOR shall not conflict with CITY, State, Federal, or United States policies, rules or regulations relating to the use of CONTRACTOR's funds provided for herein. The CONTRACTOR agrees that it is a separate and independent enterprise from the CITY, that it has full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages and/or overtime premiums.

Page 18 of 31 20260610 v.3

ARTICLE 12

AGREEMENT SUBJECT TO FUNDING

This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Pembroke Pines in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding.

ARTICLE 13

UNCONTROLLABLE FORCES

13.1 Neither CITY nor CONTRACTOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party.