HomeMy WebLinkAboutmemo of agreementMemorandum of Agreement
This Memorandum of Agreement is made and entered into as of this day of
2004 by and between Metropolitan Life insurance Company, a New York corporation ("MetLife") and the City of
Miami, a municipal corporation ("City of Miami").
WHEREAS, MetLife issued a group dental insurance policy, policy number to the City of Miami (the
Group Policy"); and
WHEREAS, The City of Miami and MetLife wish to elaborate on the parties' understanding relative to the
Group Policy.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties
agree as follows:
1. General Conditions. To the extent that any term or condition of this Memorandum of Agreement
contradicts or conflicts with any term of the Group Policy, the Group Policy shall be controlling. The parties
agree that this memorandum of Agreement incorporates by reference the City of Miami RFP No. #
(the "RFP") and MetLife's response of made in reply thereto ("MetLife's Reply") to the extent that the
RFP and MetLife's Reply addresses items that are not addressed in the Group Policy.
2. Term. MetLife will agree to periodically renew the Group Policy at the City of Miami's request so that it
remains in force for a period of three (3) years following the effective date ("Initial Three Year Period").
Following the Initial Three Year Period, at the City of Miami's request, MetLife will agree to periodically
renew the Group Policy so that it remains in force for a period of two (2) years following the Initial Three
Year Period (the "First Two Year Period"). At the end of the First Two Year Period, at the City of Miami's
request, MetLife will agree to periodically renew the Group Policy so that it remains in force for a period of
two years (the "Second Two Year Period"). MetLife's obligation to periodically renew the Group Policy as
stated herein is subject to all of the terms and conditions of the Group Policy, including, but not limited, to,
timely payment of premiums, and minimum participation requirements. City of Miami understands and
agrees that MetLife reserves the right to change premium rates as stated in the Group Policy during the
Initial Three Year Period, the First Two Year Period and the Second Two Year Period.
3. Policy Changes. MetLife will not change the terms of the Group Policy without the consent of the City of
Miami, which consent shall not be unreasonably withheld, provided, however, that MetLife may, without the
consent of the City of Miami: (1) change premium rates as stated in the Group Policy; (2) make any change
that it is required to make under applicable law or pursuant to a request of state insurance authorities; or
(3) make any change that is generally applicable to group dental insurance policyholders of MetLife.
4. This Agreement is subject to the laws of the State of Florida. The venue in which any legal proceedings
shall be in Miami -Dade County, Florida.
5. Metlife represents and warrants that there shall be no unlawful discrimination as provided by federal, state
or local law in connection with the performance of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Agreement to be executed by
their respective officials thereunto duly authorized, this the day and year above written.
Attest; Metropolitan Life Insurance Company
A State of New York Corporation
By: By:
Title: Title:
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Jorge I. Fernandez Dania Carrillo,
City Attorney Risk Management Administrator