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PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General Life Insurance Company
This Professional Services Agreement ("Agreement") is entered into this day of
, 2011 by and between the City of Miami, a municipal corporation of the State of
Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and
Connecticut General Life Insurance Company, (CGLIC) a Corporation qualified to do
business in Florida whose principal address is 1571 Sawgrass Corporate Parkway Sunrise, FL
33323 ("Provider").
RECITALS:
WHEREAS, the City issued Request for Proposals No. 244233 on September 20, 2010,
(the "RFP", attached hereto, incorporated hereby, and made a part hereof as Exhibit A) for the
provision of Medical Stop Loss Insurance Services, ("Services" as more fully set forth in the
scope of work "SOW" attached hereto as Exhibit B) for the Risk Management Department and
Provider's proposal ("Proposal", attached hereto, incorporated hereby, and made a part hereof as
Exhibit C), in response thereto, has been selected as the most qualified proposal for the provision
of the Services.
WHEREAS, the Evaluation Committee appointed by the City Manager determined that
the Proposal submitted by the Provider was responsive to the RFP requirements and
recommended that the City Manager negotiate with the Provider; and
WHEREAS, the City wishes to engage the Services of Provider, and Provider wishes to
perform the Services for the City; and
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WHEREAS, the City and the Provider desire to enter into this Agreement under the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
A. The recitals are true and correct and are hereby incorporated into and made a part
of this Agreement. The City's RFP is hereby incorporated into and made a part of this
Agreement and attached hereto as Exhibit "A". The Services are hereby incorporated into and
made a part of this Agreement as attached Exhibit "B". The Provider's Response dated, October
15, 2010, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C".
The Provider's Insurance Certificate is hereby incorporated into and made a part of this
Agreement as Exhibit "D". The order of precedence whenever there is conflicting or inconsistent
language between documents is as follows: (1) Professional Services Agreement with the Scope
of Work; (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals; and
(4) Connecticut General Life Insurance Company, response to the Request for Proposals.
2. TERM: The initial term of this Agreement shall commence on the Effective Date
and shall Continue in effect for an initial term of one (1) year.
3. OPTION TO EXTEND: The City shall have four (4) option(s) to extend the term
hereof for a period of one (1) year each, subject to availability and appropriation of funds. The
City shall exercise its right to extend the term hereof by giving Provider at least thirty (30) days
written notice prior to the expiration of the previous term. City Commission approval shall be
required for each extension period.
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3. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described, and under the
special terms and conditions set forth in Exhibit "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Provider represents to the City that: (i) it possesses all qualifications, licenses and
expertise required for the performance of the Services, including but not limited to full
qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due
the City, including payment of permits, fees, occupational licenses, etc., nor in the performance
of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall
be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to
each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each
person executing this Agreement on behalf of Provider has been duly authorized to so execute
the same and fully bind Provider as a party to this Agreement.
D. Provider shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. City may require Provider to
remove any employee the City deems careless, incompetent, insubordinate, or otherwise
objectionable and whose continued services under this Agreement is not in the best interest of
the City. Each of the Provider's employees shall have and wear proper identification.
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4. COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be based
on the rates and schedules described in Exhibit "E" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Payment shall be made in arrears based upon work performed to the satisfaction
of the City within forty-five (45) days after receipt of Provider's invoice for Services performed,
which shall be accompanied by sufficient supporting documentation and contain sufficient detail,
to allow a proper audit of expenditures, should the City require one to be performed. Invoices
shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. -
218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any
time.
C. Provider agrees and understands that (i) any and all subcontractors providing
Services related to this Agreement shall be paid through Provider and not paid directly by the
City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the
Services related to this Agreement shall be borne solely by Provider.
5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Provider, its employees, or any subcontractor, or which is otherwise obtained or prepared by
Provider pursuant to or under the terms of this Agreement, is and shall at all times remain the
property of the City. Provider agrees not to use any such information, document, report or
material for any other purpose whatsoever without the written consent of the City Manager,
which may be withheld or conditioned by the City Manager in his sole discretion. Provider is
permitted to make and to maintain duplicate copies of the files, records, documents, etc. if
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Provider determines copies of such records are necessary subsequent to the termination of this LIJ
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6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: .e z W
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A. Provider agrees to provide access to the City or to any of its duly authorized N o z
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representatives, to any books, documents, papers, and records of Provider which are directly
pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The
City may, at reasonable times, and for a period of up to three (3) years following the date of final
payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited
and inspected, those books, documents, papers, and records of Provider which are related to
Provider's performance under this Agreement. Provider agrees to maintain any and all such
books, documents, papers, and records at its principal place of business for a period of three (3)
years after final payment is made under this Agreement and all other pending matters are closed.
Provider's failure to adhere to, or refuse to comply with, this condition shall result in the
immediate cancellation of this Agreement by the City.
B. The City may, at reasonable times during the term hereof, inspect the Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof and/or the terms of the RFP, if applicable. Provider shall make available to the City
all reasonable facilities and assistance to facilitate the performance of tests or inspections by City
representatives. All tests and inspections shall be subject to, and made in accordance with, the
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provisions of Section 18-100 and 18-101 of the Code of the City of Miami, Florida as same may
be amended or supplemented, from time to time.
7. AWARD OF AGREEMENT: Provider represents and warrants to the City that it
has not employed or retained any person or company employed by the City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
8. PUBLIC RECORDS:
A. Provider understands that the public shall have access, at all reasonable times, to
all documents and information pertaining to City Agreements, 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 laws. Provider's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
B. Should Provider determine to dispute any public access provision required by
Florida Statutes, then Provider shall do so at its own expense and at no cost to the City.
8. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider
understands that agreements with local governments are subject to certain laws and regulations,
including laws pertaining to public records, conflict of interest, record keeping, etc. City and
Provider agree to comply with and observe all such applicable federal, state and local laws, rules,
regulations, codes and ordinances, as they may be amended from time to time.
Provider further agrees to include in all of Provider's agreements with subcontractors for
any Services related to this Agreement this provision requiring subcontractors to comply with
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and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances,
as they may be amended from time to time.
9. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its officials, employees, and its designated third -party administrator 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 of, resulting from, or in connection with (i) the
negligent performance or non-performance of the Services contemplated by this Agreement
(whether active or passive) of Provider 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 Indemnities, 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
Agreement. 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 form 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 Agreement, compliance with which is
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left by this Agreement 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 Agreement or otherwise.
In the event that any third party asserts claims against the Provider and/or the
Indemnitees for which Provider is defending the Indemnitees relating to the Services, Provider
shall have the right to select its legal counsel for such defense, subject to the approval of the
City, which approval shall not be unreasonably withheld. It is understood and agreed that in the
event that counsel selected by Provider charges rates greater than those customarily paid by the
City at the time that such claim is asserted, but in no event less than $250.00 per hour, the parties
shall, in good faith, attempt to agree upon such rates or upon an allocation of payment of such
rates. In the event that the third party claim for which Provider has provided or paid Indemnitees
defense results in a finding of fault on the part of the Indemnitees, then the City shall reimburse
Provider the cost of the Indemnitees defense to the extent of such finding of fault.
This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida
Statutes. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall
survive the termination of this Agreement.
Provider understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by Provider throughout
the duration of this Agreement and that this provision shall survive the termination of this
Agreement.
10. DEFAULT: If Provider fails to comply materially with any term or condition of this
Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to
cure such failure after reasonable notice from the City, then Provider shall be in default.
Provider understands and agrees that termination of this Agreement under this section shall not
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release Provider from any obligation accruing prior to the effective date of termination. Should
provider be unable or unwilling to commence to perform the Services within the time provided
or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for
all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all
costs and expenses incurred by the City in the re -procurement of the Services, including
consequential and incidental damages.
11. RESOLUTION OF AGREEMENT DISPUTES: Provider understands and agrees that
all disputes between Provider and the City based upon an alleged violation of the terms of this
Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to
Provider being entitled to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents
($25,000), the City Manager's decision shall be approved or disapproved by the City
Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received
City Manager's written decision, approved by the City Commission if the amount of
compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), 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 ninety (90) 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 written instruments, signed by the City Manager.
12. TERMINATION;OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least
sixty (60) calendar days prior to the effective date of such termination. In such event, the City
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shall pay to Provider compensation for Services rendered and approved expenses incurred prior
to the effective date of termination. In no event shall the City be liable to Provider for any
additional compensation and expenses incurred, other than that provided herein, and in no event
shall the City be liable for any consequential or incidental damages.
B. The City Manager shall have the right to terminate this Agreement, without notice
or liability to Provider, upon the occurrence of an event of a material default hereunder. In such
event, the City shall not be obligated to pay any amounts to Provider for Services rendered by
Provider after the date of termination, but the parties shall remain responsible for any payments
that have become due and owing as of the effective date of termination. In no event shall the City
be liable to Provider for any additional compensation and expenses incurred, other than that
provided herein, and in no event shall the City be liable for any consequential or incidental
damages.
C. This Agreement may be terminated, in whole or in part, at any time by mutual
written consent of the parties hereto. In such event, the City shall not be obligated to pay any
amounts to Provider for Services rendered by Provider after the date of termination, but the
parties shall remain responsible for any payments that have become due and owing as of the
effective date of termination. In no event shall the City be liable to Provider for any additional
compensation and expenses incurred, other than that provided herein, and in no event shall the
City be liable for any consequential or incidental damages.
D. This Agreement may be terminated, in whole or in part, by either party if there
has been a material default or breach on the part of the other party in any of its representations,
warranties, covenants, or obligations contained in this Agreement and such default or breach is
not cured within ninety (90) days following written notice from the non -breaching party. In such
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event, the City shall not be obligated to pay any amounts to Provider for Services rendered by
Provider after the date of termination, but the parties shall remain responsible for any payments
that have become due and owing as of the effective date of termination. In no event shall the City
be liable to Provider for any additional compensation and expenses incurred, other than that
provided herein, and in no event shall the City be liable for any consequential or incidental
damages.
13. INSURANCE:
A. Provider shall, at all times during the term hereof, maintain such insurance
coverage(s) as may be required by the City. The insurance coverage(s) required as of the
Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by
this reference... The City RFP number and title of the RFP must appear on each certificate of
insurance. The Provider shall add the City of Miami as an additional named insured to its
commercial general liability and auto policies and as a named certificate holder on all policies.
Provider shall correct any insurance certificates as requested by the City's Risk Management
Administrator. All such insurance, including renewals, shall be subject to the approval of the
City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the
City Risk Management Administrator on Certificates of Insurance indicating such insurance to
be in force and effect and providing that it will not be canceled, modified, or changed during the
performance of the Services under this Agreement without thirty (30) calendar days prior written
notice to the City Risk Management Administrator. 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.
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B. If, in the reasonable judgment of the City, prevailing conditions in the insurance
marketplace warrant the provision by Provider of additional One Million Dollars ($1,000,000)
of professional liability insurance coverage, the City reserves the right to require the provision by
Provider of up to such additional amount of professional liability coverage, 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
additional coverage within thirty (30) days following the City's written notice, this Agreement
shall be considered terminated on the date the required change in policy coverage would
otherwise take effect.
C. Provider understands and agrees that any and all liabilities regarding the use of
any of Provider's employees or any of Provider's subcontractors for Services related to this
Agreement shall be borne solely by Provider throughout the term of this Agreement and that this
provision shall survive the termination of this Agreement. Provider further understands and
agrees that insurance for each employee of Provider and each subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City Risk
Management Administrator throughout the duration of this Agreement.
D. Provider shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement,
including any extensions hereof If insurance certificates are scheduled to expire during the term
of this Agreement and any extension hereof, Provider shall be responsible for submitting new or
renewed insurance certificates to the City's Risk Management Administrator at a minimum of
ten (10) calendar days in advance of such expiration. In the event that expired certificates are not
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replaced, with new or renewed certificates which cover the term of this Agreement and any
extension thereof:
(i) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management
Administrator; or
(ii) the City may, at its sole discretion, terminate the Agreement for cause and seek
re -procurement damages from Provider in conjunction with the violation of the terms and
conditions of this Agreement.
E. Compliance with the foregoing requirements shall not relieve Provider of its
Iiabilities and obligations under this Agreement.
14. NONDISCRIMINATION:
Provider represents to the City that Provider does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Provider's
performance under this Agreement on account of race, color, sex, religion, age, handicap, marital
status or national origin. Provider further covenants that no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national
origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
15. ASSIGNMENT:
This Agreement shall not be assigned by Provider, in whole or in part, and Provider shall
not assign any part of its operations, without the prior written consent of the City, which may be
withheld or conditioned, in the City's sole discretion through the City Manager. Provider may
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not change or replace sub -contractors performing work under the Scope of Services identified in
Exhibit "B" without the prior written consent from the City Manager.
16. NOTICES:
All notices or other communications required under this Agreement shall be in writing
and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt
requested, addressed to the other party at the address indicated herein or to such other address as
a party may designate by notice given as herein provided. Notice shall be deemed given on the
day on which personally delivered; or, if by mail, on the fifth day after being posted or the date
of actual receipt, whichever is earlier.
TO PROVIDER: TO THE CITY:
Yesenia Sanchez
CGLIC
1751 Sawgrass Corporate Parkway
Sunrise, FL 33323
Johnny Martinez, P.E.
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
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17. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be 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 waive any
rights to a jury trial.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement 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 Agreement shall remain unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for professional service providers.
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F. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, to amend or to modify this
Agreement on behalf of the City.
18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
19. INDEPENDENT CONTRACTORS: Provider has been procured and is being
engaged to provide Services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, neither Provider, nor its employees, nor any subcontractor
hired by Provider to provide any Services under this Agreement shall attain, nor be entitled to,
any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. Provider further understands that
Florida Workers' Compensation benefits available to employees of the City are not available to
Provider, its employees, or any subcontractor hired by Provider to provide any Services
hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable,
workers' compensation insurance for any employee or agent of Provider rendering Services to
the City under this Agreement. Provider further understands and agrees that Provider's or
subcontractors' use or entry upon City properties shall not in any way change its or their status as
an independent contractor.
20. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
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subject to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days written notice.
21. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act
of governmental body or military authority, fire, explosion, power failure, flood, storm,
hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or
terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is
delayed in the performance of any act or obligation pursuant to or required by the Agreement
by reason of a Force Majeure Event, the time for required completion of such act or obligation
shall be extended by the number of days equal to the total number of days, if any, that such
party is actually delayed by such Force Majeure Event. The party seeking delay in
performance shall give notice to the other party specifying the anticipated duration of the
delay, and if such delay shall extend beyond the duration specified in such notice, additional
notice shall be repeated no less than monthly so long as such delay due to a Force Majeure
Event continues. Any party seeking delay in performance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing such delay and shall cooperate with the
other party to overcome any delay that has resulted.
22. CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees
that in no event shall the City be liable for, or responsible to Provider or any subcontractor, or
to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work
herein provided for, or any damages whatsoever related thereto, because of any injunction or
other legal or equitable proceedings or on account of any delay(s) for any cause over which
the City has no control.
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23. USE OF NAME: Provider understands and agrees that the City is not engaged in
research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within
the limited scope of normal and customary marketing and promotion of its work, to use the
general results of this project and the name of the City. The Provider agrees to protect any
confidential information provided by the City and will not release information of a specific
nature without prior written consent of the City Manager or the City Commission.
24. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-
611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to City
that individual member of Provider, no employee, and no subcontractor under this Agreement
nor any immediate family member of any of the same is also a member of any board,
commission, or agency of the City. Provider hereby represents and warrants to the City that
throughout the term of this Agreement, Provider, its employees and its subcontractors will abide
by this prohibition of the City Code.
25. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the
City (and their successors and assigns) shall have any rights whatsoever under this Agreement.
26. SURVIVAL: All obligations (including but not limited to indemnity and
obligations to defend and hold harmless) and rights of any party arising during or attributable to
the period prior to expiration or earlier termination of this Agreement shall survive such
expiration or earlier termination.
27. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND
WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of
Provider's execution of this Agreement and so long as this Agreement shall remain in full force
and effect, the wage rates and other factual unit costs supporting the compensation to Provider
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under this Agreement are and will continue to be accurate, complete, and current. Provider
understands, agrees and acknowledges that the City shall adjust the amount of the compensation
and any additions thereto to exclude any significant sums by which the City determines the
contract price of compensation hereunder was increased due to inaccurate, incomplete, or non-
current wage rates and other factual unit costs. All such contract adjustments shall be made
within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated
pursuant to the provisions hereof.
28. COUNTERPARTS: This Agreement may be executed in three or more
counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute one and the same agreement.
29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
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.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Johnny Martinez, P.E. City Manager
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"Provider"
ATTEST: Connecticut General Life Insurance Company
By:
Print Name: Print Name: Scott Evelyn
Title: Title: President & General Manager,
CIGNA HealthCare of Florida
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Management Director
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CORPORATE RESOLUTION
WHEREAS, Connecticut General Life Insurance Company, a corporation,
desires to enter into an agreement with the City of Miami for the purpose of performing the work
described in the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the bylaws of the corporation;
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EXHIBIT A
Request for Proposal No. 149127
and All Addenda thereto
(To be provided upon document execution)
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EXHIBIT B
SCOPE OF WORK
(To be completed and included upon document execution)
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EXHIBIT C
Proposed Proposal dated and any modifications/addenda thereto
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EXHIBIT D
INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Personal and Adv. Injury
Products/Completed Operations
B. Endorsements Required
$1,000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
City of Miami included as an Additional Insured
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 included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$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
V. Professional Liability/Errors and Omissions Coverage
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Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Deductible- not to exceed 10%
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change.
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 less 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.
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EXHIBIT E
COMPENSATION
(To be provided upon document execution)
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EXHIBIT F
CORPORATE RESOLUTIONS
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA
(To be provided upon document execution)
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S6cbsi-df
-ori57m,,i can b e serai
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General Life Insurance Company
This • ofessional Services Agreement ("Agreement") is entered into this — day of
11 by and between the City of Miami, a municipal corporation of the State of
Florida, whose addr: is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and
Connecticut General Li : nsurance Company, (CGLIC) a Corporation qualified to do
business in Florida whose ncipal address is 1571 Sawgrass Corporate Parkway Sunrise, FL
33323 ("Provider").
RECITALS:
WHEREAS, the City issued Re• est for Proposals No. 244233 on September 20, 2010,
(the "RFP", attached hereto, incorporated h eby, and made a part hereof as Exhibit A) for the
provision of Medical Stop Loss Insurance Se es, ("Services" as more fully set forth in the
scope of work "SOW" attached hereto as Exhibit B . or the Risk Management Department and
Provider's proposal ("Proposal", attached hereto, incorp
ted hereby, and made a part hereof as
Exhibit C), in response thereto, has been selected as the mos ualified proposal for the provision
of the Services.
WHEREAS, the Evaluation Committee appointed by the C Manager determined that
the Proposal submitted by the Provider was responsive to the P requirements and
recommended that the City Manager negotiate with the Provider; and
WHEREAS, the City wishes to engage the Services of Provider, and Prider wishes to
perform the Services for the City; and
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WHEREAS, the City and the Provider desire to enter into this Agreement under the terms
nd conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contain Provider and the City agree as follows:
TERMS:
1. RECI S AND INCORPORATIONS• DEFINITIONS:
A. The . - citals are true and correct and are hereby incorporated into and made a part
of this Agreement. T - City's RFP is hereby incorporated into and made a part of this
Agreement and attached h- -to as Exhibit "A". The Services are hereby incorporated into and
made a part of this Agreement . attached Exhibit "B". The Provider's Response dated, October
15, 2010, is hereby incorporated in , and made a part of this Agreement as attached Exhibit "C".
The Provider's Insurance Certificate hereby incorporated into and made a part of this
Agreement as Exhibit "D". The order of pre, -dence whenever there is conflicting or inconsistent
language between documents is as follows: (1) ofessional Services Agreement with the Scope
of Work; (2) Addenda/Addendum to the Request • Proposals; (3) Request for Proposals; and
(4) Connecticut General Life Insurance Company, respo - to the Request for Proposals.
2. TERM: The initial term of this Agreement shcommence on the Effective Date
and shall Continue in effect for an initial term of one (1) years.
3. OPTION TO EXTEND: The City shall have four (4) • ion(s) to extend the term
hereof for a period of one (1) year each, subject to availability and app •riation of funds. The
City shall exercise its right to extend the term hereof by giving Provider at st thirty (30) days
written notice prior to the expiration of the previous term. City Commission appral shall not be
required as long as the total extended term does not exceed four (4) years.
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SCOPE OF SERVICES:
Provider agrees to provide the Services as specifically described, and under the
special t= s and conditions set forth in Exhibit "A" hereto, which by this reference is
incorporated o and made a part of this Agreement.
B. Pr. ider represents to the City that: (i) it possesses all qualifications, licenses and
expertise required the performance of the Services, including but not limited to full
qualification to do busin in Florida; (ii) it is not delinquent in the payment of any sums due
the City, including payment . permits, fees, occupational licenses, etc., nor in the performance
of any obligations to the City, all personnel assigned to perform the Services are and shall
be, at all times during the term hereo ully qualified and trained to perform the tasks assigned to
each; (iv) the Services will be performe• 'n the manner described in Exhibit "A"; and (v) each
person executing this Agreement on behalf . Provider has been duly authorized to so execute
the same and fully bind Provider as a party to thi : greement.
D. Provider shall at all times provide Ily qualified, competent and physically
capable employees to perform the Services under this A -ement. City may require Provider to
remove any employee the City deems careless, incomp -nt, insubordinate, or otherwise
objectionable and whose continued services under this Agreem- is not in the best interest of
the City. Each of the Provider's employees shall have and wear prope 'dentification.
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COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be based
on th= rates and schedules described in Exhibit "E" hereto, which by this reference is
incorpora', ' into and made a part of this Agreement.
B. '' ayment shall be made in arrears based upon work performed to the satisfaction
of the City within •rty-five (45) days after receipt of Provider's invoice for Services performed,
which shall be accomied by sufficient supporting documentation and contain sufficient detail,
to allow a proper audit o-xpenditures, should the City require one to be performed. Invoices
shall be sufficiently detailed as to comply with the "Florida Prompt Payment Act", §218.70. -
218.79, Florida Statutes, and oth- applicable laws. No advance payments shall be made at any
time.
C. Provider agrees and unde tands that (i) any and all subcontractors providing
Services related to this Agreement shall be • 'd through Provider and not paid directly by the
City, and (ii) any and all liabilities regarding pa ent to or use of subcontractors for any of the
Services related to this Agreement shall be borne sole by Provider.
5. OWNERSHIP OF DOCUMENTS: Prove r understands and agrees that any
information, document, report or any other material whatso er which is given by the City to
Provider, its employees, or any subcontractor, or which is otheise obtained or prepared by
Provider pursuant to or under the terms of this Agreement, is and s 11 at all times remain the
property of the City. Provider agrees not to use any such informatio document, report or
material for any other purpose whatsoever without the written consent o e City Manager,
which may be withheld or conditioned by the City Manager in his sole discret . Provider is
permitted to make and to maintain duplicate copies of the files, records, docum
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Provider determines copies of such records are necessary subsequent to the termination of this
A . eement; however, in no way shall the confidentiality as permitted by applicable law be
breac d. The City shall maintain and retain ownership of any and all documents which result
upon the • pletion of the work and Services under this Agreement.
6. AUD AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Pr. ider agrees to provide access to the City or to any of its duly authorized
representatives, to . books, documents, papers, and records of Provider which are directly
pertinent to this Agreem- , for the purpose of audit, examination, excerpts, and transcripts. The
City may, at reasonable time d for a period of up to three (3) years following the date of final
payment by the City to Provider
der this Agreement, audit and inspect, or cause to be audited
and inspected, those books, docume s, papers, and records of Provider which are related to
Provider's performance under this Agre
ent. Provider agrees to maintain any and all such
books, documents, papers, and records at its 'ncipal place of business for a period of three (3)
years after final payment is made under this Agre
ent and all other pending matters are closed.
Provider's failure to adhere to, or refuse to comp with, this condition shall result in the
immediate cancellation of this Agreement by the City.
B. The City may, at reasonable times during the rm hereof, inspect the Provider's
facilities and perform such tests, as the City deems reasonably n essary, to determine whether
the goods or services required to be provided by Provider under this : greement conform to the
terms hereof and/or the terms of the RFP, if applicable. Provider shall m.. - available to the City
all reasonable facilities and assistance to facilitate the performance of tests or spections by City
representatives. All tests and inspections shall be subject to, and made in accor.. ce with, the
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r
•
isions of Section 18-100 and 18-101 of the Code of the City of Miami, Florida as same may
be am ded or supplemented, from time to time.
7.
RD OF AGREEMENT: Provider represents and warrants to the City that it
has not emplo d or retained any person or company employed by the City to solicit or secure
this Agreement
that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percent • e, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this A
ement,
8. PUBLIC RECORD
A. Provider underst
s that the public shall have access, at all reasonable times, to
all documents and information pe ining to City Agreements, subject to the provisions of
Chapter 119, Florida Statutes, and a
s to allow access by the City and the public to all
documents subject to disclosure under app
ble laws. Provider's failure or refusal to comply
with the provisions of this section shall result in e immediate cancellation of this Agreement by
the City.
B. Should Provider determine to dispute .. public access provision required by
Florida Statutes, then Provider shall do so at its own expens •nd at no cost to the City.
8.
COMPLIANCE WITH FEDERAL STATE AND L
AL LAWS: Provider
understands that agreements with local governments are .subject to ertain laws and regulations,
including laws pertaining to public records, conflict of interest, reco keeping, etc. City and
Provider agree to comply with and observe all such applicable federal, stat
regulations, codes and ordinances, as they may be amended from time to time.
d local laws, rules,
Provider further agrees to include in all of Provider's agreements with su
ntractors for
any Services related to this Agreement this provision requiring subcontractors to c
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serve all applicable federal, state, and local laws rules, regulations, codes and ordinances,
as they : y be amended from time to time.
9. IN 1 MNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its • icials, employees, and its designated third -party administrator for claims
(collectively refer , • to as "Indemnitees") and each .of them from and against all loss, costs,
penalties, fines, dama: , 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 pr• 'erty arising out of, resulting from, or in connection with (i) the
negligent performance or non-pormance of the Services contemplated by this Agreement
(whether active or passive) of Provi• or its employees or subcontractors (collectively referred
to as "Provider") which is directly caus - . in whole or in part, by any act, omission, default or
negligence (whether active or passive or in s 'ct liability) of the Indemnities, or any of them, or
(ii) the failure of the Provider to comply materi. y with any of the requirements herein, or the
failure of the Provider to conform to statutes, ordines, or other regulations or requirements of
any governmental authority, local, federal or state, in ection with the performance of this
Agreement. Provider expressly agrees to indemnify, defen
d hold harmless the Indemnitees,
or any of them, from and against all liabilities which may be . -rted by an employee or former
employee of Provider, or any of its subcontractors, as provided ab ► e, for which the Provider's
liability to such employee or former employee would otherwise be 1 1 ted to payments under
state Workers' Compensation or similar laws. Provider further agrees to I • emnify, defend and
hold harmless the Indemnitees form and against (i) any and all Liabilities imped on account of
the violation of any law, ordinance, order, rule, regulation, condition, or requi ent, related
directly to Provider's negligent performance under this Agreement, compliance wi which is
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ft by this Agreement to Provider, and (ii) any and all claims, and/or suits for labor and
ma 'al s furnished by Provider or utilized in the performance of this Agreement or otherwise.
the event that any third party asserts claims against the Provider and/or the
Indemnitee or which Provider is defending the Indemnitees relating to the Services, Provider
shall have the • t to select its legal counsel for such defense, subject to the approval of the
City, which appro shall not be unreasonably withheld. It is understood and agreed that in the
event that counsel sele'. ed by Provider charges rates greater than those customarily paid by the
City at the time that such c 'm is asserted, but in no event less than $250.00 per hour, the parties
shall, in good faith, attempt to gree upon such rates or upon an allocation of payment of such
rates. In the event that the third p. claim for which Provider has provided or paid Indemnitees
defense results in a finding of fault on e part of the Indemnitees, then the City shall reimburse
Provider the cost of the Indemnitees defen to the extent of such finding of fault.
This section shall be interpreted to co .ly with Sections 725.06 and/or 725.08, Florida
Statutes. Provider's obligations to indemnify, de'..d and hold harmless the Indemnitees shall
survive the termination of this Agreement.
Provider understands and agrees that any and liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be b. e solely by Provider throughout
the duration of this Agreement and that this provision shall s . ive the termination of this
Agreement.
10. DEFAULT: If Provider fails to comply materially with any to or condition of this
Agreement, or fails to perform in any material way any of its obligations her nder, and fails to
cure such failure after reasonable notice from the City, then Provider shall •e in default.
Provider understands and agrees that termination of this Agreement under this secti
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ease Provider from any obligation accruing prior to the effective date of termination. Should
pro ' er be unable or unwilling to commence to perform the Services within the time provided
or conte .lated herein, then, in addition to the foregoing, Provider shall be liable to the City for
all expenses • curred by the City in preparation and negotiation of this Agreement, as well as all
costs and expe es incurred by the City in the re -procurement of the Services, including
consequential and i 'dental damages.
11. RESOLUTIO 1 F AGREEMENT DISPUTES: Provider understands and agrees that
all disputes between Provi and the City based upon an alleged violation of the terms of this
Agreement by the City shall b submitted to the City Manager for his/her resolution, prior to
Provider being entitled to seek ju 'cial relief in connection therewith. In the event that the
amount of compensation hereunder ceeds Twenty -Five Thousand Dollars and No/Cents
($25,000), the City Manager's decision hall be approved or disapproved by the City
Commission. Provider shall not be entitled to ek judicial relief unless: (i) it has first received
City Manager's written decision, approved by e City Commission if the amount of
compensation hereunder exceeds Twenty -Five Thous. Dollars and No/Cents ($25,000), or (ii)
a period of sixty (60) days has expired, after submitting to e City Manager a detailed statement
of the dispute, accompanied by all supporting documentation ety (90) days if City Manager's
decision is subject to City Commission approval); or (iii) City ha waived compliance with the
procedure set forth in this section by written instruments, signed by the ity Manager.
12. TERMINATION;OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have th ight to terminate
this Agreement, in its sole discretion, at any time, by giving written notice to P vider at least
sixty (60) calendar days prior to the effective date of such termination. In such eve the City
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hall pay to Provider compensation for Services rendered and approved expenses incurred prior
effective date of termination. In no event shall the City be liable to Provider for any
additio -1 compensation and expenses incurred, other than that provided herein, and in no event
shall the Cibe liable for any consequential or incidental damages.
B. e City Manager shall have the right to terminate this Agreement, without notice
or liability to Prov • r, upon the occurrence of an event of a material default hereunder. In such
event, the City shall ni be obligated to pay any amounts to Provider for Services rendered by
Provider after the date of t, ination, but the parties shall remain responsible for any payments
that have become due and owl as of the effective date of termination. In no event shall the City
be liable to Provider for any ad onal compensation and expenses incurred, other than that
provided herein, and in no event sha the City be liable for any consequential or incidental
damages.
C. This Agreement may be termi ed, in whole or in part, at any time by mutual
written consent of the parties hereto. In such eve the City shall not be obligated to pay any
amounts to Provider for Services rendered by Provi• after the date of termination, but the
parties shall remain responsible for any payments that h. e become due and owing as of the
effective date of termination. In no event shall the City be liae to Provider for any additional
compensation and expenses incurred, other than that provided he . 'n, and in no event shall the
City be liable for any consequential or incidental damages.
D. This Agreement may be terminated, in whole or in part, b either party if there
has been a material default or breach on the part of the other party in any of i . representations,
warranties, covenants, or obligations contained in this Agreement and such defau or breach is
not cured within ninety (90) days following written notice from the non -breaching p. In such
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vent, the City shall not be obligated to pay any amounts to Provider for Services rendered by
r ider after the date of termination, but the parties shall remain responsible for any payments
that ha - become due and owing as of the effective date of termination. In no event shall the City
be liable t Provider for any additional compensation and expenses incurred, other than that
provided herei and in no event shall the City be liable for any consequential or incidental
damages.
13. INSURANCE:
A. Provider sh. , at all times during the term hereof, maintain such insurance
coverage(s) as may be requi
by the City. The insurance coverage(s) required as of the
Effective Date of this Agreement • - attached hereto as Exhibit "D" and incorporated herein by
this reference... The City RFP numbe d title of the RFP must appear on each certificate of
insurance. The Provider shall add the C. of Miami as an additional named insured to its
commercial general liability and auto policies d as a named certificate holder on all policies.
Provider shall correct any insurance certificates a equested by the City's Risk Management
Administrator. All such insurance, including renewals, hall be subject to the approval of the
City for adequacy of protection and evidence of such cove _e(s) and shall be furnished to the
City Risk Management Administrator on Certificates of Insur.. e indicating such insurance to
be in force and effect and providing that it will not be canceled, mo► ied, or changed during the
performance of the Services under this Agreement without thirty (30) c. dar days prior written
notice to the City Risk Management Administrator. Completed Certificates . Insurance shall be
filed with the City prior to the performance of Services hereunder, provide • however, that
Provider shall at any time upon request file duplicate copies of the policies of su insurance
with the City.
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B. If, in the reasonable judgment of the City, prevailing conditions in the insurance
tplace warrant the provision by Provider of additional One Million Dollars ($1,000,000)
of pro : ional liability insurance coverage, the City reserves the right to require the provision by
Provider o p to such additional amount of professional liability coverage, and shall afford
written notice ► such change in requirements thirty (30) days prior to the date on which the
requirements shall : ce effect. Should the Provider fail or refuse to satisfy the requirement of
additional coverage w in thirty (30) days following the City's written notice, this Agreement
shall be considered term . ted on the date the required change in policy coverage would
otherwise take effect.
C. Provider understan•. ' and agrees that any and all liabilities regarding the use of
any of Provider's employees or any Provider's subcontractors for Services related to this
Agreement shall be borne solely by Provi• throughout the term of this Agreement and that this
provision shall survive the termination of t Agreement. Provider further understands and
agrees that insurance for each employee of Provi► r and each subcontractor providing Services
related to this Agreement shall be maintained in goo tanding and approved by the City Risk
Management Administrator throughout the duration of thi greement.
D. Provider shall be responsible for assuring that e insurance certificates required
under this Agreement remain in full force and effect for the • uration of this Agreement,
including any extensions hereof. If insurance certificates are schedule, to expire during the term
of this Agreement and any extension hereof, Provider shall be responsibl or submitting new or
renewed insurance certificates to the City's Risk Management Administrate at a minimum of
ten (10) calendar days in advance of such expiration. In the event that expired ce ' icates are not
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laced, with new or renewed certificates which cover the term of this Agreement and any
exte ion thereof:
the City shall suspend this Agreement until such time as the new or renewed
certi ate(s) are received in acceptable form by the City's Risk Management
Admini tor; or
(ii) the
re -procurement
may, at its sole discretion, terminate the Agreement for cause and seek
ages from Provider in conjunction with the violation of the terms and
conditions of this A eement.
E. Compliance wi the foregoing requirements shall not relieve Provider of its
liabilities and obligations under thi • greement.
14. NONDISCRIMINATION:
Provider represents to the City at Provider does not and will not engage in
discriminatory practices and that there shall b; o discrimination in connection with Provider's
performance under this Agreement on account of r. e, color, sex, religion, age, handicap, marital
status or national origin. Provider further covenants ' . t no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, ag handicap, marital status or national
origin, be excluded from participation in, be denied service or be subject to discrimination
under any provision of this Agreement.
15. ASSIGNMENT:
This Agreement shall not be assigned by Provider, in whole or in part, : d Provider shall
not assign any part of its operations, without the prior written consent of the Cit which may be
withheld or conditioned, in the City's sole discretion through the City Manager. P vider may
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of change or replace sub -contractors performing work under the Scope of Services identified in
it "B" without the prior written consent from the City Manager.
16. OTICES:
All tices or other communications required under this Agreement shall be in writing
and shall be en by hand -delivery or by registered or certified U.S. Mail, return receipt
requested, address to the other party at the address indicated herein or to such other address as
a party may designate . notice given as herein provided. Notice shall be deemed given on the
day on which personally • . vered; or, if by mail, on the fifth day after being posted or the date
of actual receipt, whichever is : , Tier.
TO PROVIDER: TO THE CITY:
Yesenia Sanchez
CGLIC
1751 Sawgrass Corporate Parkway
Sunrise, FL 33323
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Carlos A. Migoya
City Manager
444 SW 2" Avenue, 10th Floor
Miami, Florida 33130
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. MISCELLANEOUS PROVISIONS:
This Agreement shall be construed and enforced according to the laws of the State
of Flo • a. Venue in any proceedings between the parties shall be in Miami -Dade County,
Florida. • h party shall bear its own attorney's fees. Each party waives any defense, whether
asserted by mo on or pleading, that the aforementioned courts are an improper or inconvenient
venue. Moreover, e parties consent to the personal jurisdiction of the aforementioned courts
and irrevocably waiv . ny objections to said jurisdiction. The parties irrevocably waive any
rights to a jury trial.
B. Title and para:: ph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach o ny provision of this Agreement shall constitute a waiver .
of any subsequent breach of the same o y other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, entence, word or phrase contained in this
Agreement be determined by a court of competent j diction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida o the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modifies o the extent necessary in order to
conform with such laws, or if not modifiable, then the same sha be deemed severable, and in
either event, the remaining terms and provisions of this Agreement s ,11 remain unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with all applicable laws, rules and egulations in the
performance of this Agreement, including but not limited to licensure, and certi
by law for professional service providers.
Medical Stop Loss Insurance Services (RFP 244233)
tions required
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F. This Agreement constitutes the sole and entire agreement between the parties
hei o. No modification or amendment hereto shall be valid unless in writing and executed by
proper authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, City Manager shall have the sole authority to extend, to amend or to modify this
Agreement on . - half of the City.
18. SUCCES
AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, exe tors, legal representatives, successors, or assigns.
19. INDEPENDENT
NTRACTORS: Provider has been procured and is being
engaged to provide Services the City as an independent contractor, and not as an agent or
employee of the City. According neither Provider, nor its employees, nor any subcontractor
hired by Provider to provide any Se es under this Agreement shall attain, nor be entitled to,
any rights or benefits under the Civil Se e or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassifie mployees. Provider further understands that
Florida Workers' Compensation benefits availabl - o employees of the City are not available to
Provider, its employees, or any subcontractor hire, by Provider to provide any Services
hereunder, and Provider agrees to provide or to require sub ntractor(s) to provide, as applicable,
workers' compensation insurance for any employee or agent Provider rendering Services to
the City under this Agreement. Provider further understands . d agrees that Provider's or
subcontractors' use or entry upon City properties shall not in any way • a ange its or their status as
an independent contractor.
20. CONTINGENCY CLAUSE: Funding for this Agreement is •ntingent on the
availability of funds and continued authorization for program activities and th • greement is
Medical Stop Loss Insurance Services (RFP 244233)
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bject to amendment or termination due to lack of funds, reduction of funds and/or change in
reg .tions, upon thirty (30) days written notice.
21. 0 RCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act
of gove tal body or military authority, fire, explosion, power failure, flood, storm,
hurricane, sink ole, other natural disasters, epidemic, riot or civil disturbance, war or
terrorism, sabotag- insurrection, blockade, or embargo. In the event that either party is
delayed in the perform
ce of any act or obligation pursuant to or required by the Agreement
by reason of a Force Maje - Event, the time for required completion of such act or obligation
shall be extended by the num • of days equal to the total number of days, if any, that such
party is actually delayed by su
Force Majeure Event. The party seeking delay in
performance shall give notice to the . her party specifying the anticipated duration of the
delay, and if such delay shall extend beyo ' the duration specified in such notice, additional
notice shall be repeated no less than monthly • long as such delay due to a Force Majeure
Event continues. Any party seeking delay in perfo ance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing s delay and shall cooperate with the
other party to overcome any delay that has resulted.
22. CITY NOT LIABLE FOR DELAYS: Provider ' eby understands and agrees
that in no event shall the City be liable for, or responsible to Provior any subcontractor, or
to any other person, firm, or entity for or on account of, any stoppa s or delay(s) in work
herein provided for, or any damages whatsoever related thereto, because ► any injunction or
other legal or equitable proceedings or on account of any delay(s) for any c. e over which
the City has no control.
Medical Stop Loss insurance Services (RFP 244233)
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USE OF NAME: Provider understands and agrees that the City is not engaged in
rese. ch for advertising, sales promotion, or other publicity purposes. Provider is allowed, within
the lim -d scope of normal and customary marketing and promotion of its work, to use the
general res ► s of this project and the name of the City. The Provider agrees to protect any
confidential in mation provided by the City and will not release information of a specific
nature without prio itten consent of the City Manager or the City Commission.
24. NO CONFLI OF INTEREST: Pursuant to City of Miami Code Section 2-
611, as amended ("City C • e"), regarding conflicts of interest, Provider hereby certifies to City
that individual member of Pro 'der, no employee, and no subcontractor under this Agreement
nor any immediate family mem
commission, or agency of the City.
of any of the same is also a member of any board,
vider hereby represents and warrants to the City that
throughout the term of this Agreement, Pr• ider, its employees and its subcontractors will abide
by this prohibition of the City Code.
25. NO THIRD -PARTY BENEFICIARY: o persons other than the Provider and the
City (and their successors and assigns) shall have any r is whatsoever under this Agreement.
26. SURVIVAL: All obligations (including ut not limited to indemnity and
obligations to defend and hold harmless) and rights of any pa arising during or attributable to
the period prior to expiration or earlier termination of this • reement shall survive such
expiration or earlier termination.
27. TRUTH -IN -NEGOTIATION CERTIFICATION REPRE + NTATION AND
WARRANTY: Provider hereby certifies, represents and warrants to City : t on the date of
Provider's execution of this Agreement and so long as this Agreement shall rem. . 1 in full force
and effect, the wage rates and other factual unit costs supporting the compensation Provider
Medical Stop Loss Insurance Services (RFP 244233)
SUBSTITUTED
un r this Agreement are and will continue to be accurate, complete, and current. Provider
under' . ds, agrees and acknowledges that the City shall adjust the amount of the compensation
and any ' ditions thereto to exclude any significant sums by which the City determines the
contract pric • f compensation hereunder was increased due to inaccurate, incomplete, or non-
current wage rat and other factual unit costs. All such contract adjustments shall be made
within one (1) year o . he end of this Agreement, whether naturally expiring or earlier terminated
pursuant to the provision ereof.
28. COUNTERPARTS. This Agreement may be executed in three or more
counterparts, each of which shconstitute an original but all of which, when taken together,
shall constitute one and the same ag ement.
29. ENTIRE AGREEMENT: Th instrument and its attachments constitute the sole and
only agreement of the parties relating to • subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the oth as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set •rth in this Agreement are of no force or
effect.
IN WITNESS WHEREOF, the parties hereto ave caused this instrument to be
executed by their respective officials thereunto duly authori
written.
"City"
, this the day and year above
CITY OF MIAMI, a munic
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Carlos A. Migoya, City Manag
Medical Stop Loss Insurance Services (RFP 244233)
SUBSTITUTED
"Provider"
ATTEST: Connecticut General Life Insurance Company
By:
Print Name: Print Name:
Title: Title:
(Corporate Seal)
(Authorized Corporate Officer)
APPROVED AS TO LEGAL FO APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Julie 0. Bru
City Attorney
Medical Stop Loss Insurance Services (RFP 244233)
Gary S. Reshefsky
'sk Management Director
20
SUBSTITUTED
CORPORATE RESOLUTION
WHEREAS, Connecticut General Life Insurance Company, a corporation,
desires enter into an agreement with the City of Miami for the purpose of performing the work
described i e contract to which this resolution is attached; and
WHE' :. S, the Board of Directors at a duly held corporate meeting has considered the
matter in accordant; ith the bylaws of the corporation;
Medical Stop Loss Insurance Services (RFP 244233)
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EXHIBIT A
Request for Proposal No. 149127
and All Addenda thereto
(To be provided upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
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EXHIBIT B
SCOPE OF WORK
(To be completed and included upon document execution)
Medical Stop Loss insurance Services (RFP 244233)
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EXHIBIT C
Proposed Proposal dated and any modifications/addenda thereto
Medical Stop Loss Insurance Services (RFP 244233)
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EXHIBIT D
INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
ach Occurrence $1,000,000
k -neral Aggregate Limit $ 2,000,000
P: onal and Adv. Injury $ 1,000,000
Pros cts/Completed Operations $ 1,000,000
B. Endors
ents Required
City of Mi
included as an Additional Insured
II. Business Automobile L bility
A. Limits of Liability
Bodily Injury and Prop Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed o on -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Addition. Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$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
V. Professional Liability/Errors and Omissions Coverage
Medical Stop Loss Insurance Services (RFP 244233)
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Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
eductible- not to exceed 10%
The above poll . 'es shall provide the City of Miami with written notice of cancellation or
material change om the insurer not less than (30) days prior to any such cancellation or
material change.
Companies authorized t
shall issue all insurance
o business in the State of Florida, with the following qualifications,
. s 'cies required above:
The company must be rated n . ess than "A" as to management, and no less than "Class V" as to
Financial Strength, by the latest u ition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, o 'ts equivalent. All policies and /or certificates of insurance are
subject to review and verification b ' 'sk Management prior to insurance approval.
Medical Stop Loss Insurance Services (RFP 244233)
SUBSTITUTED
EXHIBIT E
COMPENSATION
(To be provided upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
SUBSTITUTED
EXHIBIT F
CORPORATE RESOLUTIONS
AN I VIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA
(To be provided upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
SUBSTITUTED
CIGNA Health Care
Stop Loss insurance Renewal
Account Na City afMland
Soles Represen 've/Off¢e: Fell Sandler
Proposed Rifted Inc:• ' 1/1/201I
Individual Pooling Level:
Tiered Pooling Local:
Tiered CIGNA Shore:
ISL Maximum:
Contingent on Updated Claims Info:
Laser Applies:
Includes Ra (yes or no):
Individual Coverage
version: 4.26
Release: 10/18/201U
' Record Number. 101307
Covered Employees: 3,460
Date orQuote: 09/16/201 U
Qom Expiration De¢: 1 1/16/2010
Diction 1 finnan 2
S200,000 S200.000
5300,000 5300,000
50% 5U40
54,800,000 54,800,000
No No
Yes No
Yes Yes
Contract Basis: Paid in 12 Paid in 12
Comrnissioin 0.0090
Composite Monthly Rates (per ea): S43.19 546.05
1SL Policy Year Premium: 91.79.1.249 S1.911, 9,6
I.esered Individuals Claimant Num Diagnosis Laser Pooling Level
Dependent Spouse 26795780102 Progessive Neuromucular Disease S400.000
Aggregat overage
Comae/ Basis: ( paid in 12) Corridor. 123.00%
Commission: 0.00% 2 2
Individual Deduct/1de Limit S200,000 2200.000
Annual Maximum 2000000 .000,000 S2,000.000
Includes: Pharmacy - Yes
Dental No
Capitation Ye Yes
Aggregate Premium (PEPM): S2.48 S2.48
ASL Policy Yen Premium: 5102.97a F/d2, 97d
Minimum Anechment Percentage: 90% 900i0
Illustrative Minimum Attachment Point: S36.3111.827 336,381.827
Composite Monlhly Deductible Factor (per EE).
S973.61 S973.61
Total Annual Coverage (Individual + Agg regale)
ASL Policy Year Premium S IO2.970
1SL Policy Year Premium S1,793,249
Policy Year Premium
5102,970
.911,996
S1,896,219 S2,• ,966
SUBSTITUTED
CIGNA Health Care
op Loss Insurance Renewal
Account Nam Ciry of AMiami
Sales Representa • e/Office: Pesi Sanchez
Terms & Conditions
voraioit 426
Release: 10118,20t0
Record Winner. 101307
Proposed Effective Date: 1/1/20)1
Quote Expiration Date: 11/16/2010
• This is a firm quote with an . •nation dale of 1 1/16/2010. Coverage elected prior to the expiration date requires no additional large claim
repotting.
• The ISL Maximum represents ih• aximum payable under the stop loss policy.
• CIGNA HeelthCare may revise or • • raw this proposal if the number of Covered Persons for Stop Loss coverage, in total or in any covered
plan, at the beginning of the policy - or at any time during the policy year differs more than 10$: from the original esrimored enrollment.
. • CIGNA HealthCere may revise or wilhdr. this proposal if there arc changes in the benefit plan, or the addition or termination of a subsidiary,
operation or class of employees, not olhe accounted for during the Stop Loss undenvdring process.
• The covered employees, shown on the financr •age, are based on the following distribution of employees in each plan: POS (pos on) 3,418
Erept: Indemnity (COMP OOA)-42 Ernes.
• Rates assume a 12 month policy period.
• The stop loss quote assumes proposed plan of bene 1 nd networks and is based on CIGNA HeelthCare providing the administration of those
underlying benefits
Any amounts in excess elite Aggregate Individual Ded ' • le Limit will be excluded for Aggregate Stop Loss settlement purposes.
Unless otherwise indicated, the Illustrative Minimum Ana • eni Point is 100%of quoted enrollment times the Monthly Deductible Factor
tunes the number of months in the policy period (reflecting a nregate corridor of 125%) times the Minimum Attachment Point Percentage
of 90;t. The newel Minimum Attachment Point will be cuticula based on the greater of quoted enrollment or actual enrollment as of the
first policy month or lagged month, in she case of a renewal.
in the event CIGNA HeallhCare is selected as claim administrator an • equested to interface with a third parry stop loss vendor, an
additional charge of S0.93 PEPM will be assessed for the S200,000 poo level and may vary depending frequency of repotting requested
This fee will not apply if CIGNA HeallhCare is selected as the pop loss ca r
• The policy's annual aggregate stop loss reimbursement maximum is S2,000,
• The Aggregate Stop Loss quote assumes that CIGNA Healthcare is selected as carries for both Aggregate and Individual Stop Loss. )fan
alternate carrier is selected as the Individual Stop Loss cattier, the Aggregate Sto• •ss quote will be withdrawn.
Retires are included under the Individual Stop Loss coverage.
Any amounts between the Adjusted Individual Pooling Level chosen for the whole : • and the Lotted Pooling Level will not accumulate,
towards the Aggregate Slop Loss Limit.
Unless otherwise indicated, the enrollment utilized in the calculation of the Minimum A ent Point and Actual Attachment Point is based
on a two month lag prior to the paid claim month. to the event this refers to a month prior to Effective Date of the policy, the first policy
month enrollment will be used.
Unless otherwise indicated, This proposal contains a stop loss rate that will be adjusted by a sewn_ mount of S0,75 PEPM if both the
ingestive•based CIGNA HeatahCare Healthy Pregnancy, Healthy Babies program and CIGNA Heal are Comprehensive Oncology program
are elected in conjunction with CIGNA Slop Loss.
• For Quote Option I. for all claimants to exceed the Individual Stop Loss pooling level during this polic? r, CIGNA HealthCane will
reimburse the contract holder for the Tiered CIGNA HealthCere Sharefercentagc of the covered expens ween the Individual Stop Loss
pooling level and the Tiered Pooling Level, and 100% of covered expenses over the Tiered Pooling Level.
• For Quote Option 2, for all claimants to exceed the individual Stop Loss pooling level during this policy year, •NA HeallhCarn will
reimburse the contract holder for the Tiered CIGNA HealthCore Share Percentage of the covered expenses ben . . the individual Stop Loss
pooling tervel and the Tiered Pooling Level, and 100% of covered expenses over the Tiered Pooling Level.
0
0
0
SUBSTITUTED
The CIGNA Stop Loss Advantage
Loss coverage should provide the sense of security that comes with knowing you will not face unanticipated gaps In coverage or
un ecled claim (lability. In some cases, saving a Mlle money up frontcan prove costly down the road. Thal Is why we have designed thls
chec t to assist you In your comparative analysts. At CIGNA. we take pride In our ability to offer Stop Loas products that are focused on
ellmine gaps In coverage. CIGNA has the flexlbtlty to offer all of the provisions included In thls checklist, though your coverage may vary
based up client specific requests. In all cases, II is Important to understand the contractual terms assodated with the policy you select.
:tw'17:?• -h:.- F,f?•"•t y r'=.iP:F.iv d. V,-, t:b U •.'-eq'li!•_4.` 7. '; .l 7s,: ;.,.VS
.. �. �'(� .. z..�•,��`:il�•1�1�%il7i�i'>,'Iu'S't��''�E�6'v�AITIPtill38'DT� .:.,,:u.v. - � :+a4 _ ! r....••'. •
':'<}F•"'P,m,la1d rr •fr'
} ,."I'
2 ,v: ;,
,': •{�.i.7: �!�w'.-; :{;*1'. �ir'��^t�1�!1�'/r:•
4•'n✓d+... .,grr.:i4c etIo : e 'i1(Slua .?.,;'°. . .,,. '<F rt••{.
R •, f7�fL: •g. • �• ti k yi; `'
<y� � hn�j� �r A,. i• ./ 1N jt� 1: tS% �1�1
•1•: ��+N ,..h•(irw••[.jX`flti%.�Yu:.:•d.C,9%'J, i]'�'.:t_j., h. n�
!; J' IDNA.•:1'VICo
rr- td,.
..tQ�bt�:
a f.1
1}, 1'14\.
R?p i:',
t'.W aDt�� 4'•�
"No.Gap"+Coverage, •nelstent'.wfthrtherMedlcarPlan • . • . • • • •
. • . .
No Unique Annual or
Lifetime Maximums
exhume mirror the underlying medical plan. Conditions resulting in claims greater than S1
Ikon are more prevalent today due to advances In medlcattechtology and Improvements In
II standing care.
❑
❑
No Actively At Work, or
Non -confinement
Limitations
Th = -re no Stop Loss provisions In the quote or policy Thal exclude coverage for Nose not at
work • to accident or Illness, or for those In confinement on the dale coverage starts.
Induslo • I these-provlelons could result In unexpected claim denials.
❑
0
No Limitations or
Exclusions for Transplant
Coverage
Transplen .verage Is consistent with the medical plan (no specific exclusions or limitations
apply). Trait nt claims routinely cost several hundred Thousand dollars.
0
0
Definitions are Consistent
The definition a „ , terpretation of terms such as medical necessity, pre-existing condition,
experimental and I-edgatlonel treatment between the medical and atop loss plans are
consistent.
❑
0
Dlsdlosure.and:ouota•0,tiona•
t
Signed Alsclosure
Reporting is Not Required
for Primate or Renewals
The carder does not raqu • mpletlon of a 'signed disclosure lorm Including all known and
emerging claims, which ma = used to re -rate or laser close to the effective date, and/or later
reduce or deny claim paymen
❑
❑
Firm Quote Option
Options to look In rates and term all In advance of dne effective date are available. A hnn
quote with -no disclosure requlrem= - can.be worth up to 15% more when compared 10 a
contingent quote requiring dtsclosur
❑
❑
Lasers=. - .. .. •.'n .. .. .•,y:..:_. . -.. . ..-.._ .. ...•. .: .,. . . ..r'. ... - ,r- .. •.
.
- _ .. ..- s
Laser are Not Required
lasers (excluding individuals or.setting ■ • tie, higher pooling level for individuals who are
expected to have large daces, Increasing Omer liability) are optional depending on risk
tolerance.
❑
0
Flexible;Contract:and%Product'OptIons
A"' •. ,•
No Dollar Limit Run In
Coverage le Available
Uncapped Run In coverage for claims Incurred tin e prior canter but paid on or altar the atop
loos effective date is available.•This can be worth u• 15% when compered 10 capped run In.
❑
❑
Renewal Rate
Predictability Options are
Available
Options to guarantee renewal farms and certainty of cow . - .• In the renewal year are
available.
❑
❑
Incurred.Contract Options
are Available
Allows Balms to accumulate based on Incurred dates rather tin •aid dates, providing a better.
match to the underlying plan liability, eliminating the Impact of d • yment timing, as well as
providing run out protection In the year of termination.
❑
❑
Integration Discounts
'
Rates are.reduced when purchased In conjunction with matemtty in 'coloey O6ee
management. programs.
0
0
Pharmacy inclusion Is
Available
Pharmacy claim dollars can be Included toward the atop loss limits. This • be worth up to
5%'when compared to quotes excluding pharmacy coverage.
0
0
Relmburaement TrIABers
�• rn:..,•,-,•.--..- i- i•.i.YJ8-,,.. u . r -, .. ....c ...t
- .' - <
.. • .. .
No Claim Filing
Requirements
Reimbursements are processed automatically, with no dean filing or notification temente.
0
0
Rat;k:Retentlon•and'Accountablltty.'- x 0.."a'-•a•'s: -','•' I ., - •'- •• • • - _ - ... _ . r.r • .
100% Risk Retention
There are no outside relnsurere. The carrier Is accountable and Is solely responsible for
decisions Impacting underwriting and service, ❑
0
Confidentiality of Medical
Oath .............All
Personal•-lealth•Information-Is keptlmhouee (not dlsldbuted•lo•muliipla parties), • • ❑ • • •
• ❑
Dedicated -foam of
A dedicated and experienced Stop Loss team Is available to answer questions end provide
ExPerts
support.
❑
❑
SUBSTITUTED
1Iiigf Ctft
L. .In' SPRING CARLOS A. AllG(J 'A
�'luc • uwciiil f /Muff L m Ivin itisci
,.,.
ADDENDUM NO. 2
RFP No. 244233 October 12, 2010
Medical Stop Loss Insurance Services
TO: ALL PROSPECTIVE 'OPOSERS:
The following changes, additio and clarifications amend the RFP Documents of the above
captioned RFP, and shall beco an integral part of the Contract Documents. The remaining
provisions are now in effect and main unchanged. Please note the contents herein and
reflect same on the documents you ' ve on hand.
Please be advised the RFP closing datand time has been changed to Friday October 15,
2010 at 10:00 a.m,
Additionally, Attachment 6 has been revised - . a copy of the revised document is attached.
ALL OTHER TERMS AND CONDITIONS OF THE ' REMAIN THE SAME.
Sincerely,
'lift
Larry Spring
Chief Financial Office
l
i•
1(
1
SUBSTITUTED
tau of 4tiaith
I.AIt ' SPttlNfi CARLOS A. MIGUYA
C'hial•u icgJ iIIi.'i 4Main igor
oftC^�iBfdE•C\ ..
ADDENDUM NO. 1
RFP No. 244233 October 6, 2010
Medical Stop Loss Insurance Services
TO: ALL PROSPECT' PROPOSERS:
r
The following changes, ad• ons, and clarifications amend the RFP Documents of the above captioned RFP, and shall
become an integral part o he Contract Documents. The remaining provisions are now in effect and remain
unchanged. Please note the • tents herein and reflect same on the documents you have on hand.
Please find below Questions fro •rospective proposers and the City's Answers to those Questions received before
the stipulated due date:
Q1. Provide current, 2009, and 200. onthly paid claims with enrollments.
Al. Data is attached, marked as.Exh t 1.
Q2. Who is the current and proposed TP
A2. Cigna.
Q3. Who Is the current and proposed PPO?
A3. Cigna.
04. Are retirees covered? If so please mark them • the census
A4. Yes, contained in Attachment N of the RFP in the rge claim data (not on the census)
Q5. Can you please provide the current rates and if avail- e, the renewal rates as well?
A5. The current rates are attached, marked as Exhibit 2. R ewal rates are not available.
•06. On the A-2 -document section IV "References' can you ple. • e clarify what is the difference between 2
terminated of.simllar size and 2 former of similar size?
A6. No. 2 (#2) under references allows for references out of any • 'ce In their organization that provides stop loss
services. No. 3 (#3) under references would be asking for refer. 'ces that come from the specific office that is
proposed to provide service to the City Itself.
Q7. Are actual physical binders In response to the RFP needed, or we simply submit our RFP response
electronically through the Oracle portal?
A7. Please refer to Section 4.0. Submission Requirements.
Q8. On the A-2 document section III "Account Management Team" please note appears these cells are protected
and we can't insert any information. Please advise how we are to respond this section or If a response Is
even needed.
A8. Attachment A has been revised and a copy of the revised document is attached.
ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME.
Sincerely,
Chief Financial Office
Paid i onth
I * 008
2/1/ '08
3/I/20�
4/1/200:
5/1/2008
6/1/2008
7/1/2008
8/1/2008
9/1/2008
10/1/2008
1I/1/2008
12/1/2008
1/1/2009
2/1/2009
3/1/2009
4/ 1 /2009
5/ 1 /2009
6/1/2009
7/1/2009
8/ 1 /2009
9/ 1 /2009
10/1/2009
11 /1 /2009
12/1/2009
1/1/2010
2/1/2010
3/1/2010
4/1/2010
5/1/2010
6/1/2010
7/1/2010
8/1/2010
Grand Total
SUBSTITUTED
Exhibll 1
Medical Paid Claims (2008 - YTD 2010)
Plan
Network HMO
$1,285,441.33
$1,244,005.61
$1,790,351.18
$1,535,343.12
,595,474.83
$ . 79,535.1 1
$l,� ,800.78
$1,17 15.26
$1,275, .83
$1,387,23 '3
$ I ,200,928...
$1,602,962.97
$1,783,309.45
$1,91 1,950.62
$1,487,099.67
$1,668,197.78
$1,470,127.91
$1,760,870.47
$1,771,651.12
$1,728,507.64
$1,797,040.05
$1,75'6,510.92
$1,363,041.21
$1,191,269, 96
$1,611,064.37
$1,535,924.02
$1,806,279.68
$1,536,234.34
$2,343,615.77
$1,593,678.79
$2,156,715.71
$1,838,581.12
$5.1,023,122.79
Dual Choice (POS)
$524,260.07
S981,693.42
$539,672.14
$561,563.30
$421,270.84
$497,382.56
$422,907.23
$360, 684.41.
$477,236.71
$552,641.33
$573,137.18
$500,824.89
$407,328.43
$340,592.34
80,270.34
$ ,861.23
$62. 67.36
$582, ' .31
$961,24 .8
$511,790.
$528,925.60
$430,459.60
$427,761.92
$732,405.84
$417,493.15
$615,144.34
$470,863.81
$374,195.59
S470,905.45
$426,027.29
$622,321.31
$695,940.26
$16,993,746.83
OOA
$26,327.87
$ 1 7,893.08
$21,186,56
$28,584.90
$8,279.97
$3,428.53
$8,970.47
S6,905,61
$13,292.12
$7,127.40
$30,154.54
$5,51 1.23
$13,255.47
$5,502.71
$10,739.84
$15,751.87
$8,225.68
$10,531.61
$5,794.48
$12,781.16
$5,663.29
$8,051.93
15,379.90
2,639.90
$1 33.11
$10, ' ..41
$31,99 •0
$6,214.,
$18,187.72
$13,023.91
$9,493.56
$7,319.57
$513,776.17
RFP NO. 244233
Grand Total
$1.836,029.27
$2,243,592.11
$2,351,209.88
$2,125,491.32
$2,025,025.64
$1,880,346.20
$1,874,678.48
. $1,539,805.28
$1,765,684.66
$1, 94.7,006.66
$1, 804,219.96
$2,109,299.09
$2,203,893.35
$2,258,045.67
$1,878,109.85
$2,239,810.88
$2,107,120.95
$2,353,576.39
$2,738,689.28
$2,253,079.70
$2,331,628.94
$2,195,022:45
$1,806,183.03
$2,036,315.70
$2,043,790.63
$2,161,3 96.77
$2,309,138.89
$1,916,644.30
$2, 832, 708.94
$2,032,729.99
2,788,530.58
• 541,840.95
$6 •, 30,645.79
SUBSTITUTED
Exhibil 2 RFP NO 244233
Rates for January 1, 2010
Anilkddualfdoverage
Individual P ing Level:
ISL Maximum.
Contingent on Upd, Claims Info:
Includes Rx:
Contract Basis:
Monthly Rates (per EE):
Single
Fumi v
Composite
Enrollment as ofJune 20(19:
Single
Famil,,
Total
ISL Polley Year Premium:
$200,000
$4,800,000
Ycs
Ycs
24/12
120.35
,$49.70
S35.70
1,720
1.887
3,607
S 1,545,431
'AggcegatetCoveragi!'.;:s;5.;:--.:7rr.".r:t I %N.g.:;;:'s,
.. :‘ ,':'.=01:01,1):.0: ichi':
Aggregate Monthly Factors
Single
722.10
Family
$ 3.24
Network HMO
Network POS
N/
OOA
N/A
Annual Aggregate Deductible
$54,151,631
Aggregate Reimbursement Maximum:
$1,000,000
Contingent on Updated Claims Info:
Yes
Includes Rx:
Yes
Contract Basis:
24/12
Composite Monthly Rates (per EE):
$0,56
Current Enrollment as of June 2009:
3.607
ASL Policy Year Premium:
S24,239
Total A`nnualrGbvoragelIndi iOuii1,'FdAggrigafe'M
"ii ',.3%;:itg'110'1'0, a gl:4. c
ISL Policy Yew: Premium:
$1,545,431
ASL Policy Year Premium:
$24,239
Se,
Ff3
CI(i
fees:
' Annual Total
Annual Total
SUBSTITUTED
Exhibit 2 RFP NO 244233
$69,254
S'29.K66
iotatjA.�l7s;- 3rll�'i.1jW;��11111�,',.�t •ir-'I;:�r�� . �i �(1.6.�`ni. fl}���'y. t����u 1:1
722.1
1733,24
51,374,974
SUBSTITUTED
City of Miami
Requestfor Proposals
(RFP)
RFP Number: .244233
Title:
Purchasing Department
M1aml Rlvorside Center
444 SW 2,4 Avenue, 6'" Floor
Miami, Florida 33130
Web Site Address: http://cl.mlaml.fl.us/procuremenl
Request for Proposals for Medical Stop
Loss insurance Services
Issue Date/Time: 20-SEP-20] 0
RFP Closing Date/Time: 10/13/2010 @ 13:00:00
Pre -Bid Conference: None
Pre -Bid Date/Time:
Pre -Bid Location:
Deadline for Request for Clarification: Mo :y, October 4, 2010 at•5:00 p.m.
Buyer: Suarez, aritza
Hard Copy Submittal Location: City of t i - City Clerk
3500 Pan A erican Drive
Miami FL 3 .3 US
Buyer E-Mail Address:
Buyer Facsimile:
msuarez@ci.mt
(305) 400-5025
ii.fl.us
Page 1 of 32
SUBSTITUTED
Certification Statement
Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and
retain a copy for your files. Prices should include all costs, including transportation to destination. The
City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a
inimum.of 120 days following the time set for closing of the submissions. '
1 e event of errors in. extension of totals, the unit prices shall govern in determining the quoted
pri
We (1)
furnish an
tify that we have read your. solicitation, completed the necessary documents, and propose to
eliver, F.O.B. DESTINATION, the items or services specified herein.
The undersign• hereby certifies that neither the contractual party nor any of its principal owners or
personnel have n convicted of any of the violations, or debarred or suspended as set in section
1 li-107 or Ordinano. 12271.
All exceptions to this bmission have been documented in the section below (refer to paragraph and
section).
EXCEPTIONS:
We (I) certify that any and all infonnatio ontained in this submission is true; and we (1) further certify
that this submission is made without or understanding, agreement, or connection with any
corporation, firm, or person submitting a •fission for the same materials, supplies, equipment, or
service, and is in all respects fair and without c. usion or fraud. We (I) agree to abide by all terms and
conditions of this solicitation and certify that 1 a uthorized to sign this submission for the submitter.
Please print the following and sign your name:
SUPPLIER NAME'
ADDRESS
PHONE: FAX
EMAIL: BEEPER'
SIGNED BY:
TITLE' DATE.
FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL D1,c OUAI JFY THIS B
Page 2 of 32
SUBSTITUTED
Certifications
Legal Name of Finn:
Enti Type: Partnership, Sole Proprietorship, Corporation, etc.
Year Estab
Office Location: Ci .fMiami, Miami -Dade County, or Other
Occupational License Num• (a copy must be provided with your proposal submission):
Occupational License Issuing Agen
Occupational License Expiration Date:
Respondent certifies that (s) he has read and undets
10032 (Section 18-105 of the City Code) pertaining t
Agreement.": (Yes or No)
d the provisions of Ciry of Miami Ordinance No.
e implementation of a, "First Source Hiring
Do you expect to create new positions in your company in the - -nt your company was awarded a
Contract by the City? (Yes or No)
In the event your answer to question above is yes, how many new positiwould you create to
perform this work?
Please list the title, rate of pay, summary of duties, number of positions, and expec • length or duration
of all new positions which might be created as a result of this award of a Contract.
Will Subcontractor(s) be used? (Yes or No)
Page 3 of 32
SUBSTITUTED
Line: 1 •
Description: Disregard this line item. Please refer to Attachment B for the Financial Proposal
Ca 'ory:95300-00
Unit Measure: Dollar
Unit Pri $ Number of Units: 1 Total: $
Page 4 of 32
SUBSTITUTED
Request for Proposals (RFP) 244233
Table of Contents
Terms and Conditions 6
1. General Conditions .6
1.1. GENERAL TERMS AND CONDITIONS .6
. Special Conditions "3
2.1. PURPOSE 23
2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
FORMATION/CLARIFICATION ... 13
2. TERM OF CONTRACT 13
2.4. ONDITIONS FOR RENEWAL 13
2.5. N-APPROPRIATION OF FUNDS 23
2.6. PR, 'OSER'S MINIMUM QUALIFICATIONS 13
2.7. CO, + ACT EXECUTION 14
2.8. FAIL TO PERFORM 24
2.9. INSU CE REQUIREMENTS 24
2.10. CONTR ADMINISTRATOR 26
2.1 I. SUBCON CTOR(S) OR SUBCONSULTANT(S) 26
2.12. SPECIFICA •NEXCEPTIONS 26
2,13. TERMINATI * 26
2.14. ADDITIONAL MS AND CONDITIONS 27
2.15. PRIMARY CLIE FIRST PRIORITY) "7
2.16. UNAUTHORIZED `RK 17
2.17. CHANGES/ALTERA NS 97
2.18. COMPENSATION PRO' ' AL 17
2.19. EVALUATION/SELECTI• PROCESS AND CONTRACT AWARD .27
2.20. ADDITIONAL SERVICES . 28
2.21. RECORDS 18
222. TRUTH IN NEGOTIATION CE FICATE 28
2.23. PRE-BID/PRE-PROPOSAL CO ; ENCE 28
3. Specifications 29
3.1. SPECIFICATIONS/SCOPE OF WORK 19
4. Submission Requirements 31
4.1. SUBMISSION REQUIREMENTS 31
5, Evaluation Criteria 32
5.1. EVALUATION CRITERIA 32
Page 5 of 3
SUBSTITUTED
Request for Proposals (REP) 244233
Terms and Conditions
1. General Conditions
1. GENERAL TERMS AND CONDITIONS
Intent he General Terms and Conditions described herein apply to the acquisition of
goods/erent/services with an estimated aggregate cost ofS25,000.00 or more.
Definition; formal solicitation is defined as issuance of an invitation for Bids, Request for Proposals,
Request for 1 lifications, or Request for Letters of interest pursuant to the City of
Miami Procure' ni Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be
defined in the sat anner herein.
• 1.1. ACCEPTANC = ' F GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this
formal solicitation, if a licable, shall remain the property of the seller until a physical inspection and
actual usage of the good made, and thereafter is accepted as satisfactory to the City. It must comply with
the terms herein and be fu in accordance with specifications and of the highest quality. In the event the
goods/equipment supplied to c Ciq% are found to be defective or does not conform to specifications, the
City reserves the right to cane ie order upon written notice to the Contractor and return the product to the
Contractor at the Coritractor's e nse.
1.2. ACCEPTANCE OF OFFER ' he signed or electronic submission of your solicitation response shall
be considered an offer on the part oft bidder/proposer; such offer shall be deemed accepted upon
issuance by the City ofa purchase orde
1.3. ACCEPTANCE/REJECTION —Th- ity reserves the right to accept or reject any or all responses or
parts of after opening/closing date and requ re -issuance on the goods/services described in the formal
solicitation. In the event of such rejection, the . ' cotor of Purchasing shall notify all affected
bidders/proposers and make available a written • lanation for the rejection. The City also reserves the
right to reject the response of any bidder/proposer o has previously failed to properly perform under the
terms and conditions ofa contract, to deliver on time .ntracts ofa similar nature, and who is not in a
position to perform the requirements defined in this fo 'al solicitation. The City further reserves the right
to waive any irregularities or minor informalities or tech alities in any or all responses and may, at its
discretion, re -issue this formal solicitation.
1.4. ADDENDA —1l is the bidder's/proposer's responsibility ensure receipt of all Addenda. Addenda are
available at the City's website at:.http://www.ci.mianti.fl.us/pro ement
1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - T City may consider one (1) alternate
response from the same Bidder/Proposer for the same formal solicita. 'n; provided, that the alternate
response offers a different product that meets or exceeds the formal so 'cation requirements. In order for
the City to consider an alternate response, the Bidder/Proposer shall co le a separate Price Sheet form
and shall 'nark "Alternate Response". Alternate response shall be placede same response. This
provision only applies to formal solicitations for the procurement of goods, ices, items, equipment,
materials, and/or supplies.
1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign; transfer, con , sublet, or otherwise
dispose of the resulting Contract, or any or all of its right, title or interest herein, w 'out City of Miami's
prior written consent.
1,7, ATTORNEY'S FEES - In connection with any litigation, mediation and arbitratio rising out of this
Contract, the prevailing party shall be entitled to recover its costs and reasonable attorne ees through
and`rncluding eppel(ste litigation and'any•post judgment•proceedings:` — —
1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer a s to
provide access at all reasonable times to the City, or to any of its duly authorized representatives, . any
books, documents, papers, and records of Contractor which arc directly pertinent to this formal so 'tation,
for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer all
maintain and retain any and all of the books, documents, papers.and records pertinent to the Contract
Page 6 of3
SUBSTITUTED
Request for Proposals (RFP) 244233
three (3) years after the City makes final payment and all other pending matters are closed. Contractor's
failure to or refusal to comply with this condition slmll result in the immediate cancellation of this contract
y the City.
1. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or
qu '-governtnentnl entity in the State of Florida, may avail itself of this contract and purchase any and all
goo ervices, specified herein from the successful bidder(s)/proposer(s) at the contract price(s)
establi herein, when permissible by federal, state, and local laws, rules, and regulations.
Each Go nmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and
resulting bi. .ntract or agreement will establish its own conuaet/agrcemcnl, place its own orders, issue its
own purchase ders, be invoiced there from and make its own payments, determine shipping terms and
issue its own ea ption certificates as required by the successful bidder(s)/proposer(s).
1.10. AWARD 0 ONTRACT:
A. The Formal Solic: on, Biddcr's/Proposer's response, any addenda issued, and the purchase order shall
constitute the entire co •et, unless modified in accordance with any ensuing contract/agreement,
amendment or addenda.
B. The award of a contract re there are Tie Bids will be decided by the Director of Purchasing or
designee in the instance that Bids can't be determined by applying Florida Statute 287.087, Preference
to Businesses with Drug -Free kplace Programs.
C. The award of this contract ma preconditioned on the subsequent submission of other documents as
specified in the Special Conditions o ' echnical Specifications. Bidder/Proposer shall be in default of its
contractual obligation if such documen are not submitted in a timely manner and in the form required by
the City, Where Bidder/Proposer is in d• ult of these contractual requirements, the City, through action
taken by the Purchasing Department, will 'd its acceptance of the Bidder's/Proposer's Response and may
accept the Response from the next lowest r ,onsive, responsible Bidder or Proposal most advantageous to
the City or re -solicit the City's requirements. e City, at its sole discretion, may seek monetary restitution
from Bidder/Proposer and its bid/proposal bond guaranty, if applicable, as a result of damages or
increased costs sustained as a result of the Bidder ''roposer's default.
D. The term of the contract shall be specified in one three documents which shall be issued to the
successful Bidder/Proposer. These documents may eit be a purchase order, notice award and/or
contract award sheet.
E. The City reserves the right to automatically extend this tract for up to one hundred twenty (120)
calendar days beyond the stated contract term in order to prov City departments with continual service
and supplies while a new contract is being solicited, evaluated, or awarded. If the right is exercised,
the City shall notify the Bidder/Proposer, in writing, of its intent t, xtend the contract at the same price,
terms and conditions for a specific number of days. Additional ex - ions over the first one hundred
twenty (120) day extension may occur, if, the City and the Successfu ''dder/Proposer are in mutual
agreement of such extensions.
F. Where the contract involves a single shipment of goods to the City, di ontracl term shall conclude
upon completion elfin expressed or implied warranty periods.
G. The City reserves the right to award the contract on a split -order, lump sut r individual -item basis,
or such combination as shall best serve the interests of the City unless otherwise : cified.
H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Cot ission based upon
the minimum qualification requirements reflected -herein. As a result of a RFP, RFQ, . RFLJ, the City
reserves the right to execute or not execute, as applicable, an Agreement with the Propo. , whichever is
determined to be in the City's best interests. Such agreement willbe furnished by the Ci will contain
certain terms as are in the City's best interests, and will be subject to approval as to legal fo . by the City
1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a ognized
surety company that is licensed to do business in the State of Florida, payable to the City of Mien or the
amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. Tht. heck
or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/propose. 'f it
is awarded to bidder/proposer. Bidder/Proposer shall•forfeit bid deposit to the City should City award
Page 7 of 32
SUBSTITUTED
Request , r Proposals (RFP) 244233
contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the
right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful
bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of
award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract
has been awarded, all bid deposits will be returned on demand.
12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and
s. lifted accordingly.
1.13, ID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement
and/or c an acceptable Performance Bond, when required, as provided herein, shall be just cause for the
annulate of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be
considereof as a penalty, but in mitigation of damages sustained. Award may then be made to the
next lowest .onsivc, responsible Bidder or Proposal most advantageous to the City or all responses may
be rejected.
1.14. BRAND N ES - if and wherever in the specifications brand names, makes, models, names of any
manufacturers, trad. ,antes, or bidder/proposer catalog numbers arc specified, it is for the purpose of
establishing the type, action, minimum standard of design, efficiency, grade or quality of goods only.
When the City does not ' h to rule out other competitors' brands or makes, the phrase "OR EQUAL" is
added. When bidding/pro • ing an approved equal, Bidders/Proposers will submit, with their response,
complete sets of necessary .. (factory information sheets, specifications, brochures, etc.) in order for the
City to evaluate and determine •c equality of the item(s) bid/proposed. The City shall be the sole judge of
equality and its decision shall be al. Unless otherwise specified, evidence in the form of samples may be
requested if the proposed brand is . •er than specified by the City. Such samples are to be furnished after
formal solicitation opening/closing o upon request of the City. If -samples should be requested, such
samples must be received by the City n. ater than seven (7) calendar days after a formal request is made.
1.15. CANCELLATION - The City rese the right to cancel all formal solicitations before its
opening/closing. in the event of bid/propos: ancellation, the Director of Purchasing shall notify all
prospective bidders/proposers and make avail e a written explanation for the cancellation.
1.16. CAPITAL EXPENDITURES - Contracto nderstands that any capital expenditures that the firm
makes, or prepares to make, in order to deliver/perthe goods/services required by the City, is a
business risk which the contractor must assume. The .ty will not be obligated to reimburse amortized or
unantortized capital expenditures, or to maintain the ap. • ved status of any contractor. if contractor has
been unable to recoup its capital expenditures during the e it is rendering such goods/services, it shall
not have any claim upon the City.
1.17. CITY NOT LIABLE FOR DELAYS - It is further exp sly agreed that in no event shall the City
be liable for, or responsible to, the Bidder/Proposer/Consultant, - sub-contractor/sub-consultant, or to
any other person for, or on account of, any stoppages or delay in work herein provided for by injunction
or other legal or equitable proceedings or on account of any delay fo ny cause over which the City has no
control.
1,18. COLLUSION —Bidder/Proposer, by submitting a response, certifie at its response is made without
previous understanding, agreement or connection either with any person, fir or corporation submitting a
response for the same items/services or with the City of Miami's Purchasing •artment or initiating
department. The Bidder/Proposer certifies that its response is fair, without cons collusion, fraud or other
illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict o nte•esl and Code of
Ethics Laws. The City will investigate all potential situations where collusion may e occurred and the
City reserves the right to reject any and all bids/responses where collusion may have • urred.
1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor derstands that
contracts between private entities and local governments are subject to certain laws and re .lions,
including laws,pertaining to public records, conflict 9f,ipterest, jegords keepigg,_Ftc._City An on tractor
"'egn e'to cortiply witli iitid 6bad' i6 alfdpplicable law%s,-codisand'oidiiiances as that may in'any :y'affecf
the goods or equipment offered, including but not limited to:
A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or die
because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the follows
employment practices, rate of pay or other compensation methods, and training selection.
Page 8 of 32
SUBSTITUTED
Request for Proposals (RFP) 244233
B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. .
C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes.
D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation.
E. Uniform Commercial Code (Florida Statutes, Chapter 672).
Americans with Disabilities Act of 1990, as amended.
G. ational institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation.
H. tional Forest Products Association (NFPA), as applicable to this Formal Solicitation.
1. City •curement Ordinance City Code Section 18, Article 111.
J, Conflict interest, City Code Section 2-611;61.
K. Cone of S ice, City Code Section 18-74.
L: The Florida S . utes Sections 218.73 and 218.74 on Prompt Payment.
M. First Source Hir t Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation.
Implemented to foster creation of new and perrnanent jobs for City of Miami residents; requires as a
condition precedent to th• xecution of service contracts including professional services.
Lack of knowledge by the . 'der/proposer will in no way be a cause for relief from responsibility.
Non-compliance with all Ioca tate, and federal directives, orders, end laws may be considered grounds
for termination of contract(s).
Copies of the City Ordinances ma obtained from the City Clerk's Office.
1.20. CONE OF SILENCE - Pursue o Section 18-74 of the City of Miami Code, a "Cone of Silence" is
imposed upon each RFP, RFQ, RFLI, o B after advertisement and terminates at the time the City
Manager issues a written recommendation • the Miami City Commission. The Cone of Silence shall be
applicable only to Contracts for the provisio •f goods and services and public works or improvements for
amounts greater than S200,000. The Cone of ' ence prohibits any communication regarding RFPs, RFQs,
RFLI or IFBs (bids) between, among others:
Potential vendors, service providers, bidders, lobb ' is or consultants and the City's professional staff
including, but not limited to, the City Manager and t City Manager's staff; the Mayor, City
Commissioners, or their respective staffs and any men ^r of the respective selection/evaluation committee.
The provision does not apply to, among other connmunic 'ons:
oral communications with the City purchasing staff, provide the communication is limited strictly to
matters of process or procedure already contained in the form • •olicitation document; the provisions of the
Cone of Silence do not apply to oral communications at duly no ed site visitslinspections, pre -proposal or
pre -bid conferences, oral presentations before selection/evaluatio •mmittees, contract negotiations during
any duly noticed public meeting, or public presentations made to th iami City Commission during a duly
noticed public meeting; or communications in writing or by email at : - time with any City employee,
official or member of the City Commission unless specifically prohibit by the applicable RFP, RFQ,
RFLI or IFB (bid) documents (See Section 2.2. of the Special Condition or communications in
connection with the collection of industry comments or the perfomtance o arket research regarding a
particular RFP, RFQ, RFLI OR IFB by City Purchasing staff.
Proposers or bidders must file a copy of any written communications with the • tee of the City Clerk,
which shall be made available to any person upon request. The City shall respond writing and file a copy
With the Office of the City Clerk, which shall be made available to any person upon quest. Written
communications may be in the form of e-mail, with a copy to the Office of the City k.
in addition to any other penalties provided by law, violation of the Cone of Silence by a • proposer or
bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Off •r, Respondent,
lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. A person
having personal knowledge of a violation of these provisions shall report such violation to the : to
Attorney and/or may.file a complaint with the Ethics Commission. Proposers or bidders should erence
Section 18-74 of the City of Miami Code for further clarification.
Page 9 32
SUBSTITUTED
Request for Proposals (RFP) 244233
This language is only a summary of the key provisions of the Conc of Silence. Please review City of
Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may
contact the Ciry Clerk at 305-250-5360, to obtnin a copy of same. •
1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida
Sunshine Acl and Public Records Law. if this Contract/Agreement contains a confidentiality provision, it
shall have no application when disclosure is required by Florida law or upon court order.
1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify
to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami
i tancially interested, directly or indirectly, in the purchase of goods/services specified in this Formal
So ation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in
writin_ o the City. Further, you must disclose the name of any City employee who owns, directly or
indirect an interest of five percent (5%) or more of the total assets of capital stock in your firm,
1.23. COP .t IGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation
of copyright .otenl rights in manufacturing, producing, or selling the goods shipped or ordered and/or
services provid- s a result of this formal solicitation, and bidders/proposers agree to hold the City
harmless from an d all liabiliry, loss, or expense occasioned by any such violation,
1.24. COST iNCU D BY BiDDER/PROPOSER - All expenses involved with the preparation and
submission of Respons= o the City, or any work performed in connection therewith shall be borne by the
Bidder(s)/Proposer(s).
1.25. DEBARMENT AND PENSIONS (Sec 18-107)
(a) Authority and requirement t. ebar and suspend. After reasonable notice to an actual or prospective
Contractual Party, and after reaso •le opportunity for such party to be heard, the City Manager, after
consultation with the Chief Procure t Officer and the city attorney, shall have the authority to debar a
Contractual Party, for the causes liste. low, from consideration for award of city Contracts. The
debarment shall be for a period of not fe than three years. The City Manager shall also have the
authority to suspend a Contractual Party frconsideration for award of city Contracts if there is probable
cause for debarment, pending the debarment , rmination. The authority to debar and suspend contractors
shall be exercised in accordance with regulatio hick shall be issued by the Chief Procurement Officer
after approval by the City Manager, the city attor , and the City Commission.
(b) Causes for debarment or suspension. Causes for barment or suspension include the following:
(1) Conviction for commission of a criminal 0 e incident to obtaining or attempting to obtain a
public or private Contract or subcontract, or incident t. to performance of such Contract 'or
subcontract.
(2) Conviction under state or federal statutes of embezz • ent, theft, forgery, bribery, falsification
or destruction of records, receiving stolen property, or any oth • .ffense indicating o lack of business
integrity or business honesty.
(3) Conviction under state or federal antitrust statutes arising ou - the submission of Bids or
Proposals,
(4) Violation of Contract provisions, which is regarded by the Chief 'curement Officer to be
indicative of nonresponsibility. Such violation may include failure without , od cause to perform in
accordance with the terms and conditions of a Contract or to perform within time limits provided in
a Contract, provided that failure to perform caused by acts beyond the control o party shall not be
considered a basis for debarment or suspension.
(5) Debarment or suspension of the Contractual Party by any federal, state or oth- overntnental
entity.
_..(6).._..-False.certification.pursuanl to:paragraph.(c) below..,_ __..•
(7) Found in violation of a zoning ordinance or any other city ordinance or regulation an
which the violation remairis noncomplianL ,
(8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for
• which a civil penalty or fine is due and owing to the city.
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(9) Any other cause judged by the City Manager to be so serious and compelling as to effect the
responsibility of the Contractual Party performing city Contracts.
(c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a
certification that neither the Contractual Parry nor any of its principal owners or personnel have been
convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5).
Debarment and suspension decisions. Subject to thc provisions of paragraph (a), the City Manager shall
re r a written decision staling the reasons for thc debarment or suspension. A copy of the decision shall
be p ided promptly to the Contractual Party, along with a notice of said party's right to seek judicial
relief.
1.26. DE• RRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of
Florida deb d or suspended vendor list may not submit a response on a contract to provide goods or
services to a ' lic entity, may not submit a response on a contract with a public entity for the construction
or repair of a p •c building or public work, may not submit response on leases of real property to a public
entity, may not a d or perform work as a contractor, supplier, subcontractor, or consultant under contract
• with any public emu and may not transact business with any public entity.
1.27. DEFAULT/FAi. RE TO PERFORM - The City shall be the sole judge of nonperformance, which
shall include any failure . the part of the successful Bidder/Proposer to accept the award, to furnish
required documents, and/or fulfill any portion of this contract within the time stipulated.
Upon default by the success a : idder/Proposer to meet any terms of this agreement, the City will notify
the Bidder/Proposer of the defa and will provide the contractor three (3) days (weekends and holidays
excluded) to remedy the default. ' ure on the contractor's part to correct the default within the required
three (3) days shall result in the Con et being terminated and upon the City notifying in writing the
contractor of its intentions and the eff 've date of the termination. The following shall constitute default:
A. Failure to perform the work or deliv. he goods/services required under the Contract and/or within the
time required or failing to use the subcontrors, entities and personnel as identified and set forth, and to
the degree specified in the Contract
B. Failure to begin the work under this Contra 'thin the time specified.
C. Failure to perform the work with sufficient wo rs and equipment or with sufficient materials to
ensure timely completion.
D. Neglecting or refusing to remove materials or perfo new work where prior work has been rejected as
nonconforming with the terms of the Contract.
E. Becoming insolvent, being.declared bankrupt, or contmi any act of bankruptcy or insolvency, or
making an assignment for the benefit of creditors, if the insolve bankruptcy, or assignment renders the
successful Bidder/Proposer incapable ofperfonning the work in . .rdance with and as required by the
Contract.
F. Failure to comply with any of the'terms of the Contract in any ma . al respect.
All costs and charges incurred by the City as a result of a default or a de . t incurred beyond the time
limits stated, together with the cost of completing thc work, shall be deduct from any monies due or
which may become due on this Contract.
1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be iewed to determine if it
is responsive to the submission requirements outlined in the Formal Solicitation. A esponsive" response is
one which follows the requirements of the formal solicitation, includes all docunten' on, is submitted in
the format outlined in the formal solicitation, is of timely submission, and has appropr e signatures as
required on each document. Failure to comply with these requirements may deem a Resse
non -responsive. _ .._
1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT- Discount Prices offe • in the
response shall be fixed after the award by the Commission, unless otherwise specified in the S. ial Terms
and Conditions. Price discounts off the original prices quoted in the response will be accepted fr
successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in e ct for
a minimum of 120•days from approval by the City Commission Any discounts offered by a manufa rer
to Bidder/Proposer will be passed on to the City.
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1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in
the Formal Solicitation or addenda (if any) should be reported in writing to the Ciry's Purchasing
Department. Should it be found necessary, u written addendum will bc incorporated in the Formal
elicitation and will. become part of the purchase agreement (contract documents). The City will not be
ponsible for any oral instructions, clarifications, or other comnwnications.
A. der of Precedence —Any inconsistency in this formal solicitation shall be resolved by giving
pr ence to the following documents, the first of such list being the governing documents.
1) Add a (as applicable)
2) Specifi. 'lions
3) Special .'ditions
4) General Ter s and Conditions
1.31. EMERGE 1' / DISASTER PERFORMANCE - in the event of a hurricane or other emergency
or disaster situation, c successful vendor shall provide the City with the commodities/services defined
within the scope of th formal solicitation at the price contained within vendor's response. Further,
successful vendor shall liver/perform for the city on a priority basis during such times of emergency.
1.32. ENTIRE BID CO CT OR AGREEMENT - The Bid Contract or Agreement consists of this
City of Miami Formal Solict ion and specifically this General Conditions Section, Contractor's Response
and any written agreement ent• d into by the City of Miami and Contractor in cases involving RFPs,
RFQs, and RFLIs, and represen he entire understanding and agreement between the parties with respect
to the subject matter hereof and s -rsedes all other negotiations, understanding and representations, if any,
made by and between the parties. T. re extent that the agreement conflicts with, modifies, alters or
changes any of the terms and conditio contained in the Formal Solicitation and/or Response, the Formal
Solicitation and then the Response shal .ntrol. This Convect may bc modified only by a written
agreement signed by the City of Miami at Contractor.:
1.33. ESTIMATED QUANTITIES —Estim d quantities or estimated dollars are provided for Your
guidance only. No guarantee is expressed or i .lied as to quantities that will be purchased during the
contract period. The City is not obligated to pla• an order for any given amount subsequent to the award
of this contract. Said estimates may be used by,th. ity for purposes ofdetermining the low bidder or most
advantageous proposer meeting specifications. The 'ty reserves the right to acquire additional quantities
at the prices bid/proposed or at lower prices in this Fo al Solicitation,
1.34. EVALUATION OF RESPONSES
A.Rejection of Responses
The City may reject a Response for any of the following rce s:
1) Bidder/Proposer fails to acknowledge receipt of addenda;
2) Bidder/Proposer mistates or conceals any material fact in the ' esponse ;
3) Response does not conform to the requirements of the Formal ` icitation;
4) Response requires a conditional award that conflicts with the met ' d of award;
5) Response does not include required samples, certificates, licenses a • quired; and,
6) Response was not executed by the Bidder's/Proposer(s) authorized ag
The foregoing is not an all'inclusive list of reasons for which a Response may rejected. The City may
reject and re -advertise for all or any part of the Formal Solicitation whenever it i seemed in the best
interest of the City.
B. Elimination From Consideration
1.) A contract shall not be awarded to any person or firm which is in arrears to the City .on any debt or
= cdiit�adl-'of which'is:a.defaultefis'surety or otherwiseupon any-obligation•tothe City.-
2) A contract may not be awarded to any person or firm which has failed to perform under terms and
conditions of any previous contract with the City or deliver on time contracts of a similar na
3) A contract may not be awarded to any person or firm which has been debarred by the City i
accordance with the City's Debarmenl.and.Suspension Ordinance.
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training and employment programs, and other residents of the city.
1.39. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24,
states that employers shall pay employee wages'no less than the minimum wage for all hours worked in
Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and
comply with this Florida constitutional minimum wage requirement and pay its employees the current
established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using
c consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as
c ulated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall
be • ermined and published by the Agency Workforce Innovation on September 30th of each year and
take et on the following January 1 st.
At the t • of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full
responsibi • to determine whether any of its employees may be impacted by this Florida Law at any given
point in time ring the term of the contract. if impacted, bidder/proposer must furnish employee name(s),
job title(s), job scription(s), and current pay ratc(s). Failure to submit this information at the time of
submitting a res. .se constitute successful bidder's/proposer's acknowledgement and understanding that
the Florida Minim. Wage Law will not impact its prices' throughout the tern of contract and waiver of
any contractual pric .crease request(s). The City reserves the right to request and successful
bidder/proposer must vide for any and all information to make a wage and contractual price increase(s)
determination.
1.40. GOVERNING LAW
the laws of the State of Florid
Contract shall take place in Mia
D VENUE - The validity and effect of this Contract shall be governed by
le parties agree that any action, mediation or arbitration arising out of this
Dade County, Florida.
1.41. HEADINGS AND TERMS - me headings to the various paragraphs of this Contract have been
inserted for convenient reference on l . d shall not in any manner be construed as modifying, amending or
affecting in any way the expressed term nd provisions hereof.
1.42. HEALTH INSURANCE PORTAB TY AND ACCOUNTABILITY ACT (HIPAA) - Any
person or entity that performs or assists the of Miami with a function or activity involving the use or
disclosure of"individually identifiable health nation (IIH]) and/or Protected Health Information (PHI)
shall comply with the Health Insurance Portabili 'nd Accountability Act (HIPAA) of 1996 and the City
of Miami Privacy Standards. HIPAA mandates for • Vacy, security and electronic transfer standards,
which include but are not litnited to:
A. Use of information only for performing services requ • by the contract or as required by law;
B. Use of appropriate safeguards to prevent non -permitted • closures;
C. Reporting to the City of Miami of any non -permitted use o isclosure;
D. Assurances that any agents and subcontractors agree to the sa restrictions and conditions that apply to
the Bidder/Proposer and reasonable assurances that f1H1/PHI will • meld confidential;
E. Making Protected Health Information (PHI) available to the custo r;
F. Making PHI available to the customer for review and amendment; a ncorporating any amendments
requested by the customer;
G. Making PHI available to the City of Miami for an accounting of disclosu ; and
H. Making internal practices, books and records related to PH1 available to the 'ty of Miami for
compliance audits.
PHI shall maintain its protected status regardless of the form and method of transm ion (paper records,
and/or electronic transfer of data). The Bidder/ Proposer must give its customers wri . notice of its
privacy information practices including specifically, a description of the types of uses a disclosures that
would be made with protected health information,
1.43. INDEMNIFICATION - The Contractor shall indemnify and save harmless forever th ity, and all
the City's agents, officers and employees from and against all charges or claims resulting from • bodily
injury, loss of life, or damage to property from any act, omission or neglect, by itself or its emples; the
Contractor shall become defendant in every suit brought for any of such causes of action against t City or
the City's officials, agents and employees; the Contractor shall further indemnify City as to all costs,
attorneys fees, expenses and liabilities incurred in the defense of any such claims and any resulting
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C. Determination of Responsibility
1) Responses will only be considered from entities who arc regularly engaged in the business of providing
the goods/equipmenVservices required by the Formal Solicitation. Bidder/Proposer muss be able to
demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material,
uipmenl, facility, personnel resources, and expertise to meet all contractual requirements. The terms
phnent and organization" as used herein shall be construed to mean a fully equipped and web
esta shed entity in line with the best industry practices in the industry as determined by the City.
2) T 'ity may consider any evidence available regarding the financial, technical end other qualifications
and abil s of a Bidder/Proposer, including past performance (experience) with the City or any other
governme 1 entity in making the award.
3) The Cit3 'ay require the Bidder(s)/Proposer(s) to show proof that they have been designated as an
authorized rep entative of a manufacturer or supplier which is the actual source of supply, if required by
the Formal Solic tion.
1.35. EXCEPTIO TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS -
Exceptions to the specations shall be listed on the Response and shall reference the section. Any
exceptions to the Gener. . r Special Conditions shall be cause for the bid (IFB) to be considered
non -responsive. it also m be cause for a RPP, RFQ, or RFLI to be considered non -responsive; and, if
exceptions are taken to the ns and conditions of the resulting agreement it may lead to terminating
negotiations.
1.36, F.0,B. DESTINATION - less otherwise specified in the Formal Solicitation, all prices
quoted/proposed by the bidder/pro. .er must be F.O.B. DESTINATION, inside delivery, with all delivery
• costs and charges included in the bioposal price, unless otherwise specified in this Formal
Solicitation. Failure to do so may be . se for rejection of bid/proposal.
1,37. FIRM PRICES - The bidder/propowarrants that prices, terns, and conditions quoted in its
response will be fin throughout the duralio . f the contract unless otherwise specified in the Formal
Solicitation. Such prices will remain finn for period of performance or resulting purchase orders or
contracts, which are to be performed or suppliever a period of time.
1.38. FIRST -SOURCE HIRING AGREEMEN ec, 18-105)
(a) The Commission approves implementation of first -source hiring agreement policy and requires
as a condition precedent to the execution of service cons is for facilities, services, and/or receipt of grants
and loans, for projects of a nature that create new jobs, the ccessful negotiation of first -source hiring
agreements between the organization or individual receiving _ id contract and the authorized representative
unless such an agreement is found infeasible by the city mane and such finding approved by the City
Commission at a public bearing.
(b) For the purpose of this section, the following terms, phrases, . ords and their derivations shall have
the following meanings:
Authorized representative means the Private Industry Council of South .ride/South Florida Employment
and Training Consortium, or its successor as local recipient of federal and .te training and employment
funds.
Facilities means all publicly financed projects, including but without limitatio nified development
projects, municipal public works, and municipal improvements to the extent the e financed through
public money services or the use of publicly owned property.
Grants and loans means, without limitation, urban development action grants (UDAeconomic
development agency construction loans, loans from Miami Capital Development, lien . rated, and all
federal and state grants administered by the city.
Service contracts means contracts for the procurement of services by the city which include ofessional
Services includes, without limitation, public works improvements, facilities, professional servic
commodities, supplies, materials and equipment.
(c) The authorized representative shall negotiate each first -source hiring agreement.
(d) The pritnary beneficiaries of the first -source hiring agreetnent shall be participants of the city
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investigation.
1.44. INFORMATION AND DESCRIPTIVE LITERATURE—Bidders/Proposer muss furnish all
information requested in the spaces provided in the Formal Solicitation. Further, as may be specified
elsewhere, each Bidder/Proposer must submit for evaluation; cuts, sketches, descriptive literature, technical
specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered.
Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this
provision.
1.45. INSPECTIONS- The City may, at reasonable times during the term hereof, inspect Contractor's
cilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods '
a /or services required to be provided by the Contractor under this Contract conform to the terms and
co 'tions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities
and 'stance to facilitate the performance of tests or inspections by City representatives. All tests and
inspec s shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance
No. 122 Section 18.79), as same may be amended or supplemented from time to lime.
1.46. INSP : TION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation
will not be m available until such time as the City provides notice of a decision or intended decision or
within 10 days : r bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be
furnished upon rest via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation.
Tabulations also are , ailable on the City's Web Site following recommendation for award.
1.47, INSURANCE - 'thin ten (10) days after receipt of Notice of Award, the successful Contractor,
shall furnish Evidence o ' surance to the Purchasing Department, if applicable. Submitted evidence of
coverage shall demonstrate rict compliance to all requirements listed on the Special Conditions entitled
"Insurance Requirements". City shall be listed as an "Additional Insured."
. Issuance of a Purchase Order is .ntingent upon the receipt of proper insurance documents. If the
insurance certificate is received ' in the specified time frame but not in the manner prescribed in this
Solicitation the Contractor shall be belly notified of such deficiency and shall have an additional five (5)
calendar days to•submit a corrected c 'ficate to the City. If the Contractor fails to submit the required
insurance documents in the manner pre ibed in this Solicitation within fifteen (15) calendar days after
receipt Notice of Award, the contractors I be in default of the contractual terms and conditions and shall
not be awarded the contract. Under such el mstances, the Bidder/Proposer may be prohibited from
submitting future responses to the City. Info :tion regarding any insurance requirements shall be directed
to the Risk Administrator, Department of Risk : nagement, at 444 SW 2nd Avenue, 9th Floor, Miami,
Florida 33130, 305-416-1604.
The Bidder/Proposer shall be responsible for assuri that the insurance certificates required in
conjunction with this Section remain in effect for the . tion of the contractual period; including any and
all option terns that may be granted to the Bidder/Prop
1.48. INVOICES - Invoices shall contain purchase order n. •,bar and details of goods and/or services
delivered (i.e. quantity, unit price, extended price, etc); and t ompliance with Chapter 218 of the Florida
Statutes (Prompt Payment Act).
1.49. LOCAL PREFERENCE - City Code Section 18-85, scat at the City Commission may offer to a
responsible and responsive bidder/proposer, who maintains a Loca ' fice, the opportunity of accepting a
bid at the low bid amount, if the original bid amount submitted by th .cal vendor is not more than ten
percent (10%) in excess of the lowest other responsible and responsive • '• der/proposer.
1.50. MANUFACTURER'S CERTIFICATION -The City reserves the ht to request from
bidders/proposers a separate Manufacturer's Certification of all statements .e in the bid/proposal.
Failure to provide such certification may result in the rejection of bid/proposa termination of
contract/agreement, for which the bidder/proposer must bear full liability.
' ' ----1;517 M0771F/tCATI'ONS` OR CHANGES IN P(iCHASE'ORDERS-AND 'Ca ' RACTS - No
contract or understanding 10 modify this Formal Solicitation and resultant purchase o rs or contracts, if
applicable, shall be binding upon the City unless ,Wade in writing by the Director of Pu asing of the City
of Miami, Florida through the issuance of a change order, addendum, amendment, or supment to the
contract, purchase order or award sheet as appropriate.
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1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a
Performance/Payment Bond as par of the requirements of this Contract, in an amount equal to one hundred
percent (100%) of the contract price.
1.61. PREPARATION OF RESPONSES (HARDCOPY FORMAT).—Bidders/Proposers are expected to
examine the specifications, required delivery, drawings, and all special and general conditions. All
bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink.
Failure to do so will be al the Bidder's/Proposer's risk.
Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The
ddet/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address,
a telephone number on the facc page and on each continuation sheet thereof on which he/she makes an
ent as required.
B. If • equired, the unit price for each unit offered shall be shown, and such price shall include
packagin, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise
specified. Eder/Proposer shall include in the response all taxes, insurance, social security, workmen's
compensatio nd any other benefits normally paid by the Bidder/Proposer to its employees. If
applicable, a u .rice shall be entered in the "Unit Price" column for each item. Based upon estimated
quantity, an exte d price shall be entered in the "Extended Price" column for each item offered. In case
of a discrepancy b ecn the unit price and extended price, the unit price will be presumed correct.
C. The BidderlPropo must state a definite time, if required, in calendar days for delivery of goods
and/or services.
D. The Bidder/Proposers' Id retain a copy of all response documents for future reference.
E. All responses, as describe. dust be fully completed and typed or printed in ink and must be signed in
ink with the firm's natne aitd by • officer or employee having authority to bind the company or firm by
his/her signature. Bids/Proposals ing any erasures or corrections must be initialed in ink by person
signing the response or the response :y be rejected.
F. Responses are to remain valid for a •sl 180 days. Upon award ofa contract, the content of the
Successful Bidder's/Proposer's response ' be included as part of the contract, at the City's discretion.
G. The City of Miami's Response Forms sh be used when Bidder/Proposer is submitting its response in
hardcopy format. Use of any other forms will It in the rejection of the response. IF SUBMITTING
HARDCOPY FORMAT, THE ORIGINAL AN ' REE (3) COPIES OF THESE SETS OF FORMS,
UNJ.FRS OTHERWISE SPECIFIED, AND ANY QUIRED ATTACHMENTS MUST BE
RETURNED TO THE CITY OR YOUR RESPONS AY BE DEEMED NON -RESPONSIVE.
1.62. PRICE ADJUSTMENTS — Any price decrease
reason of market change or on the part of the contractor
Miami.
tuated during the contract period either by
her customers shall be passed on to the City of
1.63. PRODUCT SUBSTITUTES - In the event a particular : rded and approved manufacturer's
product becomes unavailable during the terns of the Contract, the ontractor awarded that item may
arrange with the City's authorized representative(s) to supply a sub 'cute product at the awarded price or
lower, provided that a sample is approved in advance of delivery an. at the new product meets or exceeds
all quality requirements.
1.64. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS P CTICE PROHIBITIONS -
Contractor represents and warrants to the City that it has not employed or r 'ned any person or company
employed by the City to solicit or secure this Contract and that it has not offe • to pay, paid, or agreed to
pay any person any fee, commission, percentage, brokerage fee, or gift of any k • contingent upon or its
connection with, the award of this Contract.
1,65,PROMPT) AYIyICNT—Bidders/Proposers may, offer a cash discount for. pro. payment; however,
discouoTs slialfiib7 be oonstderetlin'dete�miiiiiig the Idwie'sf dl'cds('feirTdspiih8E P/ lu -
Bidders/Proposers are required to provide their prompt payment terms in the space provi. ' on the Formal
Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must ent • ro (0) for
the percentage discount to indicate no discount. lithe Bidder/Proposer fails to enter a percen . e, it is
understood and agreed that the terms shall be 2% 20 days,,effective after receipt of invoice or
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1.52, NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed
or construed to create o partnership or joint venture between the City of Miami and Contractor. or to create
any other similar relationship between the parties.
1.53:NONCONFORMANCE TOCONTRACT CONDITIONS - items may be tested for compliance
with specifications under the direction of the Florida Department of Agriculture and Consumer Services or
other appropriate testing Laboratories as determined by the City. The data derived from any test for
plionce with specifications is public record and open to examination thereto in accordance with
Ch ter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and
retur • at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in
the res• se and/or Purchase Order may result in bidder/proposer being found in default in which event
any and re -procurement costs may be charged against the defaulted contractor. Any violation of these
stipulation •nay also result in the supplier's name being removed from the City of Miami's Supplier's list.
1.54. NOND RIMINATION -Bidder/Proposer agrees that it shall not discriminate as to race, sex,
color, age, relig , national origin, marital status, or disability in connection with its performance under
this formal solici : 'on. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall
solely by reason of er race, sex, color, age; religion, national origin, marital status or disability be
excluded from the pa ipation in, be denied benefits of, or be subjected to, discrimination under any
program or activity.
In connection with the con ct of its business, including performance of services and employment of
personnel, Bidder/Proposer s 11 not discriminate against any person on the basis of race, color, religion,
disability, age, sex, marital sta or national origin. All persons having appropriate qualifications shall be
afforded equal opportunity for et •loynnent.
1.55, NON-EXCLUSIVE CONT . CT/ PIGGYBACK PROVISION - At such times as may serve its
best interest, the City of Miami reserv• the right to advertise for, receive, and award additional contracts
for these herein goods and/or services, . to make use of other competitively bid (governmental)
contracts, agreements, or other similar so s for the purchase of these goods and/or services as may be
available.
It is hereby agreed and understood that this fo al solicitation does not constitute the exclusive rights of
the successful bidders)/proposer(s) to receive a 'rders that may be generated by the City in conjunction
with this Formal Solicitation.
In addition, any and all commodities, equipment, an• -rvices required by the City in conjunction with
construction projects are solicited under a distinctly di ant solicitation process and shall not be purchased
under the terms, conditions and awards rendered under th solicitation, unless such purchases are
determined to be in the best interest of the City.
1.56.00CUPATIONAL LICENSE - Any person, firm, co • :lion or joint venture, with a business
location in the City of Miami and is submitting a Response and his Formal Solicitation shalt meet the
City's Occupational License Tax requirements in accordance with enter 31.1, Article 1 of the City of
Miami Charter. Others with a location outside the City of Miami s meet their local Occupational
License Tax requirements. A copy of the license must be submitted the response; however, the City
may at its sole option and in its best interest allow the Bidder/Proposer upply the license to the City
during the evaluation period, but prior to award.
1.57. ONE PROPOSAL - Only one (1) Response from an individual, firm, . nership, corporation or
joint venture will be considered in response to this Formal Solicitation. When bmitting an alternate
response, please refer to the herein condition for "Alternate Responses May Be'• sidered".
1.58. OWNERSHIP OF DOCUMENTS - It is understood by and between the pa s that any documents,
records, files, or any other matter whatsoever which is given by the City to the succes. I Bidder/Proposer
pursuant to this formal solicitation shall at all times remain the property of the City an • II not be used by
-• • =the Bidder/Proposer•for•anyother•purposes•whatsoever=without:the•written Consent-ofthe 'ty. ==•
1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereo • any person
or circumstance shall to any extent be held invalid, then the remainder of this Contract or the : lication of
such provision to persons or circumstances other than those as to which it is held invalid shall n • be
affected thereby, arid each provision of this Contract shall be valid and enforced to the fullest exte
permitted by law.
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(b) Conu•acl dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall
promptly render a written report stating the reasons for the action taken by the City Commission or the City
Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the
protesting party,•along with a notice of such party's right to seek judiciafrelicf, provided that the protesting
parry shall not be entitled to such judicial relief without first having followed the procedure set forth in this
ection.
1. ,. RESOLUTION OF PROTESTED SOLICiTATIONS AND AWARDS (Sec. I1J-104)
(a) Right to protest. The following procedures shall be used for resolution of protested solicitations and
awar xcept for purchases of goods, supplies, equipment, and services, the estimated cost of which does
not exc S25,000.
Protests thon shall be governed by the Administrative Policies and Procedures of Purchasing.
LProtest of 'citation.
i. Any prospects roposer who perceives itself aggrieved in connection with the solicitation of a Contract
may protest to the .ief Procurement Officer. A wriuen notice of intent to file a protest shall be filed with
the Chief Procureme Officer within three days after the Request for Proposals, Request for Qualifications
or Request for Letters . Interest is published in a newspaper of general circulation. A notice of intent to
file a protest is considers. fled when received by the Chief Procurement Officer; or
II. Any prospective bidder •o intends to contest the Solicitation Specifications or a solicitation may
protest to the Chief Procurem• •t Officer. A written notice of intent to file a protest shall be filed with the
Chief Procurement Officer wit three days after the solicitation is published in a newspaper of general
circulation. A notice of intent to a protest is considered filed when received by the Chief Procurement
Officer.
2. Protest of Award.
1. A written notice of intent to file aprot shall be filed with the Chief Procurement Officer within two
days after receipt by the proposer of the no c of the City•Manager's recommendation for award of
Contract, which will be posted on the City o r lams Purchasing Department website, in the Supplier
Corner, Current Solicitations and Notice of Remendation of Award Section. The notice of the City
Manager's recommendation can be found by se'rig the details of the solicitation and is listed as
Recommendation of Award Posting Date and Reco iendationofAward To fields. If"various" is
indicated in the Recommendation of Award To field, 'e Bidder/Proposer must contact the buyer for that
solicitation to obtain the suppliers name. It shall be th sponsibility of the Bidder/Proposer to check this
section of the website daily after responses are subinittereceive the notice; or
ii. Any actual Responsive and Responsible Bidder whose B is lower than that of the recommended bidder
may protest to the Chief Procurement Officer. -A written not .f intent to file a protest shall be filed with
the Chief Procurement Officer within two days after receipt by bidder of the notice of the city's
determination of non responsiveness or non responsibility. The ipt by bidder of such notice shall be
confirmed by the city by facsimile or electronic mail or U.S. mail, m receipt requested. A notice of
intent to file a protest is considered filed when received by the Chief .curement Officer,
A written protest based on any of the foregoing must be submitted t. to Chief Procurement Officer
within five.(5) days after the date the notice of protest was filed. A writte otest is considered filed when
received by the Chief Procurement Officer.
The written protest may not challenge the relative weight of the evaluation cn is or the formula for
assigning points in making an award determination.
The written protest shall state with particularity the specific facts and law upon wh , the protest of the
solicitation or the award is based, and shall include all pertinent documents and evide a and shall be
accompanied by the required Filing Fee as provided in subsection (f). This shall form t basis for review
attic written protest and no facts; grounds, documentation or evidence not contained in • protester's
'subniissiofi-to•the ale -Procurement -Officer at the timeof.filing•the'protesI-shall-be-penni din-tlie- -. --
consideration of the written protest.
No time will be added to the above limits for service by mail. In computing any period of time . escribed
or allowed by this section, the day of the acl, event or default from which the designated period o 'me
begins to run shall not.be included. The last day of the period so computed shall be included unless •s a
Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day wh is
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Request ._;Proposals (RFP) 244233
acceptance by the City, whichever is later,
When the City is entitled to a cash discount, the period of computation will commence on the date of
delivery, or receipt of a correctly completed invoice, whichever is later, If an adjustment in payment is
necessary duo to damage; the cash discount period• shall commence on the date final approval for payment
is authorized. if a discount is part of the contract, but the invoice does not reflect the existence of a cash
iscount, the City is entitled to a cash discount with the period commencing on the date it is determined by
City Ihot a cash discount applies.
Pr discounts Witte original prices quoted on the Price Sheet will be accepted from successful
bidde •roposets during the tern of the contract.
1;66. P ' 1'ERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such
property f • ished to a Contractor for repair, modification, study, etc., shall remain the property of the City
of Miami. D ages to such properry occurring while in the possession of the Contractor shall be the
responsibility . he Contractor, Damages occurring to such properly while in route to the City of Miami
shall be the resp• ibility of the Contractor. in the event that such property is destroyed or declared a total
loss, the Contracto tall be responsible for replacement value of the property at the current market value,
less depreciation oft •roperty, if any.
1.67. PROVISIONS B • iNG - Except as otherwise expressly provided in the resulting Contract, all
covenants, conditions and • ovisions of the resulting Contract shall be binding upon and shalt inure to the
benefit of the parties hereto • d their respective heirs, legal representatives, successors and assigns.
1.68. PUBLIC ENTITY CRT ' S - A person or affiliate who has been placed on the convicted vendor list
following a conviction for a publ ntity crime may not submit a response on a contract to provide any
goods or services to a public entity, , ay not submit a response on a contract with a public entity for the
construction or repair of a public bui g or public work, may not submit responses on leases of real
property to a public entity, may not be : arded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any pub entity, and may not transact business with any public entity in
excess of the threshold amount provided in lion 287.017, for CATEGORY TWO fora period of 36
months from the date of being placed on the , victed vendor list.
1.69. PUBLIC RECORDS - Contractor unders ds that the public shall have access, at all reasonable
times, to all documents and information pertaining ' City contracts, subject to the provisions of Chapter
119, Florida Statutes, and City of Miami Code, Sectt. I8, Article III, and agrees to allow access by the
City and the public to all documents subject to disclos under applicable law. Contractor's failure or
refusal to comply with the provision of this section shall ult in the immediate cancellation of this
Contract by the City.
I.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, r ODUCTS, AND EQUIPMENT - AI)
materials used in the manufacturing or construction of supplies, - terials, or equipment covered by this
solicitation shall be new. The items bid/proposed must be of the 1 at make or model, of the best quality,
and of the highest grade of workmanship, unless as otherwise spec • in this Solicitation.
1.71, QUALITY OF WORK/SER\'ICES - The work/services perfor d must be of the highest quality
and workmanship. Materials furnished to complete the service shall be n and of the highest quality
except as otherwise specified in this Solicitation.
1.72. REMEDIES PRIOR TO AWARD (Sec. 18-106) - if prior to Contract and it is determined that a
formal solicitation or proposed award is in violation of law, then the solicitation proposed award shall be
cancelled by the City Commission, the City Manager or the Chief Procurement 0 er, as may be
applicable, or revised to comply with the law.
1.73. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105)
(a) Authority to resolve Contract disputes. The City Manager, after obtaining the approve the city
attomey,.shotl:have:the:authority:to:resolue controversies•between-the-Contractual-Rarty.an• e.city-which- ..- _.....
arise under, or by virtue of, a Contract between them; provided that, in cases involving an am• t greater
than S25,000, the City Commission must approve the City Manager's decision. Such authority ids,
without limitation, to controversies based upon breach of Contract, uristake, misrepresentation or •k of
complete perfomtance, and shall be invoked by a Contractual Party by submission of a protest to th ity
Manager.
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neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be
excluded in the computation of the time for filing.
(b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the
approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief
Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting
party and shall submit said decision to the Ciry Commission within 30 days after he/she receives the
protest. In cases involving more than S25,000, the decision of the Chief Procurement Officer shall be
ubmitted for approval or disapproval thereof to the City Commission after a favorable recommendation by
city attorney and the City Manager.
(c) •molisnec with filing requirements. Failure of a party to timely file either the notice of intent to file a
plot •r the written protest, together with the required Filing Fee as provided in subsection (f), with the
Chief P urentent Officer within the time provided in subsection (a), above, shall constitute a forfeiture of
such part) right to file a protest pursuant to this section. The protesting party shall not be entitled to seek
judicial reli ithout first having followed the procedure set forth in this section
(d) Stay of Pro • ements during protests. Upon receipt of a written protest filed pursuant to the
requirements of section, the city shall not proceed further with the solicitation or with the award of the
Contract until the p est is resolved by the Chief Procurement Officer or the City Commission as provided
in subsection (b) abo unless the City Manager makes a written determination that the solicitation process
or the Contract award m. be continued without delay in order to avoid an immediate and serious danger
to the public health, safe welfare.
(e) Costs. All costs accruing • m a protest shall be assumed by the protestor.
(f) Filing Fee. The written prole ust be accompanied by a filing fee in the form of a money order or
cashier's check payable to the city an amount equal to one percent of the amount of the Bid or proposed
Contract, or S5000.00, whichever is •s, which filing fee shall guarantee the payment of all costs which
may be adjudged against the protestor any administrative or court proceeding. If a protest is upheld by
the Chief Procurement Officer and/or th ity Commission, as applicable, the filing fee shall be refunded
to the protestor less any costs assessed un• subsection (e) above. lithe protest is denied, the filing fee
shall be forfeited to the city in lieu ofpayme .frosts for the administrative proceedings as prescribed by
subsection (e) above.
1.75. SAMPLES - Samples of items, when require must be submitted within the time specified at no
expense to the City. if not destroyed by testing, bid• s)/proposer(s) will be notified to remove samples,
at their expense, within 30 days after notification. Fat a to remove the samples will result in the samples
becoming the property of the City.
1.76. SELLING, TRANSFERRING OR ASSIGNING R. PONSIBILiTiEs - Contractor shall not sell,
assign, transfer or subcontract at any time during the term of Contract, or any part of its operations, or
assign any portion of the performance required by this contract, rapt under and by virtue of written
permission granted by the City through the proper officials, whitay be withheld or conditioned, in the
City's sole discretion.
1.77. SERVICE AND WARRANTY —When specified, the bidder/pr. .ser shall define all warranty,
service and replacements that will be provided. Bidders/Proposer must e Main on the Response to what
extent warranty and service facilities are available. A copy of the tttanufac -r's warranty, if applicable,
should be submitted with your response.
1,78, SILENCE OF SPECIFICATIONS - The apparent silence of these speci :lions and any
supplemental specification as to any detail or the omission front it of detailed desc •lion concerning any
point shall be regarded as meaning that only the best commercial practices are to pr it and that only
materials of first quality and correct type, size and design are to be used. All workma ip and services is
to be first quality.
All'mlctpretthons of tfiese specificatons shill be made upon the basis of this stiitetnent7
If your firm has a current contract with the State of Florida, Department of General Services, ..upoly the
items on this solicitation, the bidder/proposer shall quote not more than the contract price; failur . comply
with this request will result in disqualification of bid/proposal.
1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronics via
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the Oracle System or responses may be submitted in hardcopy formai to the City Clerk, City Hall, 3500
Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as
designated in the IFB, RFP, RFQ, or RFL1. NO EXCEPTIONS. Bidders/Proposers are welcome to attend
the solicitation closing; however, no award will be made at that time.
. Hardcopy responses shall be enclosed in a sealed envelope, box package, The face of the envelope,
x or package must show the hour and date specified for receipt of responses, the solicitation number and
tit and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the
req 'tc Response Forms may be rejected. Hardcopy responses received at any other location than the
spec' • shall be deemed non -responsive.
Dlrectio to City Hall:
FROM T ORTH: 1-95 SOUTH UNTIL IT TURNS INTO US I . US I SOUTH TO 27TH AVE.,
TURN LE , ROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1
BLOCK TURN ' IGHT ON PAN AMERICAN DR. CiTY HALL IS AT THE END OF PAN
AMERiCAN DR. ARKING IS ON RIGHT.
FROM THE SOU
BAYSHORE DR. (3
AMERICAN DR. CIT
US 1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO.
TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN
ALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT.
B. Facsimile responses wi not be considered.
C. Failure to follow these pr• dures is cause for rejection of bid/proposal.
D. The responsibility for obtain r and submitting n response on or before the close date is solely and
strictly the responsibility of Bidder oposer. The City of Miami is not responsible for delays caused by
the United States mail delivery or ca d by any other occurrence. Responses received after the
solicitation closing date and time will b• etumed unopened, and will not be considered for award.
E. Late responses will be rejected.
F. All responses are subject to the condition •ecified herein. Those which do not comply with these
conditions are subject to rejection.
G. Modification of responses already submitted be considered only if received at the City before the
time and date set for closing of solicitation response II modifications must be submitted via the Oracle
System or in writing, Once a solicitation closes (closeate and/or time expires), the City will not consider
any subsequent submission which alters the responses.
H. If hardcopy responses are submitted at the same time different solicitations, each response must be
placed in a separate envelope, box, or package and each enve •e, box or package must contain the
information previously stated in 1.82.A.
1.80. TAXES- The City of Miami is exempt from any taxes irnpo • by the State and/or Federal
Government. Exemption certificates will be provided upon request. •withstanding, Bidders/Proposcrs
should be aware of the fact that all materials and supplies which are p based by the Bidder/Proposer for
the completion attic contract is subject to the Florida State Sales Tax it cordance with Section 212.08,
Florida Statutes, as amended and all amendments thereto and shall be pai • • lely by the Bidder/Proposer.
1.81. TERMINATION —The City, Manager on behalf of the City of Miami
this contract by written notice to the contractor effective the dote specified in
following apply:
A. The contractor is determined by the City to be in breach of any of the terms an• • nditions of the
contract.
es the right to terminate
otice should any of the
B. The City has determined that such termination will be in the best interest of the City . terminate the
contacLfor_its:own.conveniencei.__......_.. _....._._..........-......... _...__. ._.__._.._.•
C. Funds are not available to cover the cost of the goods and/or services, The City's obligati. . is
contingent upon the availability of appropriate funds.
1.82. TERMS OF PAYMENT - Payment will he made by the City after the goods and/or servic
awarded to a Bidder/Proposer have been received, inspected, and found to comply with award
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specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be
made by the Ciry of Miami.
•
Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection
d acceptance of the goods/services and'pursuant to Section 218.74, Florida Statutes and other applicable
1
1.8 . ' IM ELY DELIVERY - Time will he of the essence for any orders placed as a result of this
solicit. on. The City reserves the right to cancel such orders, or any part thereof, without obligation, if
deliver), not made within the times) specified on their Response. Deliveries are to be made during
regular Ci business hours unless otherwise specified in the Special Conditions.
1.84. TITLE itle to the goods or equipment shall not pass to the City until after the City has accepted
the goods/equint or used the goods, whichever comes first.
1.85.TRADE SEC
submitted to the City
exception may be made
S EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses
subject to public disclosure pursuant to Chapter 119, Florida Statutes. An
"trade secrets."
If the Response contains i •rrnation that constitutes a "trade secret", all material that qualifies for
exemption from Chapter 11 ' ust be submined in a separate envelope, clearly identified as "TRADE
SECRETS EXCEPTION," wit our firm's name and the Solicitation number and title narked on the
outside.
Please be aware that the designatio fan item as a trade secret by you may be challenged in court by any
person. By your designation of mater in your Response as a "trade secret" you agree to indemnify and
hold harmless the City for any award to .laintifffor damages, costs or attorney's fees and for costs and
attorney's fees incurred by the City by rea deny legal action challenging your claim.
1.86. UNAUTHORIZED WORK OR DEL, ERY OF GOODS- Neither the qualified
Bidders)/Proposer(s) nor any of his/her emplo, s shall perform any work or deliver any goods unless a
change order or purchase order is issued and rece d by the Contractor. The qualified
Bidder(s)/Proposer(s) shall not be paid for any wor rfonned or goods delivered outside the scope of the
contract or any work performed by an employee not o rwise previously authorized.
1.87. USE OF NAME - The City is not engaged in resea for advertising, sales promotion, or other
publicity purposes. No advertising, sales promotion or othe 'ublicity materials containing information
obtained from this Solicitation are to be mentioned, or imply name of the City, without prior express
written permission of the City Manager or the Ciry Corntmissio
1.88. VARIATIONS OF SPECIFICATIONS - For purposes of 'citation evaluation, bidders/proposers
must indicate any variances from the solicitation specifications and/onditions, no matter how slight. If
variations are not stated on their Response, it will be assumed that the . .duct fully complies with the
City's specifications.
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2. Special Conditions
2.1. PURPOSE
The purpose of this Solicitation is to establish a contract, for Medical Stop Loss insurance Services, as
specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with
the terms, conditions and stipulations of the solicitation.
2.. • EADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
.t
MATION/CLARIFICATION
Any qu ions or clarifications concerning this solicitation shall be submitted by email or facsimile to the
Purchasin_ aepartment, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or
email: msua @ci.miami.11.us. The solicitation title and number shall be referenced on all
corresponden• All questions must be received no later than Monday, October4, 20)0 at 5:00 p.m.. All
responses to qu 'ons will be sent to all prospective bidders/proposers in the form on an addendum.. NC)
QUESTIONS WI i BE RECEIVED VERBALLY OR AFTER SAID DEADLINE.
2.3. TERM OF CONT
The proposer(s) qualified t
required to execute a contract
following terms:
(1) The term of the Contrac(s) s be for two (2) years with an option to renew for three (3) additional
one (1) year periods.
(2) The City shall have the option to e nd or terminate the Contract.
T
vide the service(s) requested herein (the "Successful Proposer(s)") shall be
ontract") with the City, which shall include, but not be limited to, the
Continuation of the contract beyond the in]
bidder/proposer. This prerogative will be ex
interest of the City.
2.4. CONDITIONS FOR RENEWAL
Each renewal of this contract is subject to the following:
(1) Continued satisfactory performance compliance with
established herein.
(2) Availability of funds
period is a City prerogative; not a right of' the
sed only when such continuation is clearly in the best
2.5. NON -APPROPRIATION OF FUNDS
In the event no funds or insufficient funds are appropriated and budgeted . :t'e otherwise unavailable in
any fiscal period for payments due under this contract, then the City, upon ten notice to Contractor or
his assignee of such occurrence, shall have the unqualified right to terminate t ontract without any
penalty or expense to the City. No guarantee, warranty or representation is ma, hat any particular or any
project(s) will be awarded to any ftrm(s).
ecifications, terms and conditions
2.6. PROPOSER'S MINIMUM QUALIFICATIONS
- - = The following'represent the tnitiimum gaa7lCcatiori`rd'qufretfhentsitrr'a ProposeY to be
responsive by the City, and Proposers shall satisfy each of the following minimum requi , ents cited
below, Each of these minimum qualifications must be addressed in detail in Proposal sub on to
determine Proposer's responsiveness. Failure to meet each of the following qualification
requirements, and/or failure to provide sufficient detail and/or documentation in its Proposal
determine responsiveness by the City, will result in the Proposal being deemed non -responsive.
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2.10. CONTRACT ADMINISTRATOR
Upon award, contractor shall report and work directly with Mr. Gary Reshefsky, who shall be designated
as the Contract Administrator.
1. SUBCONTRACTOR(S) OR SUBCONSULTANT(S)
A Consultant, herein known as Sub-Contractor(s) is an individual or first contracted by the Proposer
or Pr• •ser's firm to assist in the performance of services required under this Solicitation. A
Sub -Co actor shall be paid through Proposer or Proposer's firm and not paid directly by the City.
Sub-Cont tors are allowed by the City in the performance of the services delineated within this
Solicitation. ' oposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the
performance • quired services. The City retains the right to accept or reject any Sub -Contractors
proposed in the •praise of Successful Proposer or prior to contract execution. Any and all liabilities
regarding the use a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for
each Sub-Contracto rust be maintained in good standing and approved by the City throughout the
duration of' the Contra. Neither Successful Proposer nor any of its Sub -Contractors are considered to be
employees or agents of City. Failure to list all Sub -Contractors and provide the required information
may disqualify any prop. ' Sub -Contractors from perforating work under this Solicitation.
Proposers shall include in th Responses the requested Sub -Contractor information and include all
relevant information required o e Proposer. in addition, within five (5) working days after the
identification of the award to the ecessful Proposer, the Successful Proposer shall provide a list
confinning the Sub -Contractors tha to Successful Proposer intends to utilize in the Contract, if applicable.
The list shall include, at a minimum, name, location of the place of business for each Sub -Contractor,
the services Sub -Contractor will provid • elative to any contract that may result from this Solicitation, any
applicable licenses, references, ownershi nd other information required of Proposer.
2.12. SPECIFICATION EXCEPTIONS
Specifications are based on the most current literal available. Bidder shall notify the City of Miami
Purchasing Department, in writing, no less than ten ( days prior to solicitation closing date of any
change in the manufacturers' specifications'which ton with the specifications. For hard copy bid
submittals, bidders must explain any deviation from the s• ifications in writing as a footnote on the
applicable specification page and enclose a copy of the man :cturer's specifications data detailing the
changed item(s) with his/her submission. For electronic bid • mittals, bidders must explain in the Header
Section or by an Attachment and, if applicable, enclose a scann copy of the manufacturer's specifications
data detailing the changed item(s) with his/her submission. Addit ally, bidders must indicate any options
requiring the addition of other options, as well as those which are in ded as a part of another option.
Failure of bidders to comply with these provisions will result in bidde .eing held responsible for all costs
required to bring the item(s) in compliance with contract specifications.
2.13. TERMINATION
A. FOR DEFAULT
if Contractor defaults in its performance under this Contract and does not cure the de . 1t within 30 days
after written notice of default, the City Manager may terminate this Contract, in whole o part, upon
written notice without penalty to the City of Miami. In such event the Contractor shall be .le for
damages including the excess cost of procuring similar supplies or services: provided that i , ) it is •
detemuned"for iihy ieason f6al'the Contreetoi'wifs not'rn d'e{eii11 Th (2) the`Cohtractor's feifure perfori»is•
without his or his subcontractor's control, fault or negligence, the termination will be deemed to a
termination for the convenience of the City of Miami.
B. FOR CONVENIENCE
The City Manager may terminate this Contract, in whole•or in part, upon 30 days -prior written notice w
Page 26 of 32
SUBSTITUTED
Request wrProposals (RFP) 244233
Bodily Injury and Property Damage Liability - Each Occurrence: S1.0(10.000
General Aggregate Limit: S2,000,000
Personal and Adv. injury. Products and Completed.Operations and Fire Damage: S1.000.000.
B. Endorsements Required:
City of Miami included as an Additional insured. Employees included as insured. Contractual
Liability.
(3 BusinessAutomobile Liability
Limits of Liability
B. 'Iy injury and property damage liability combined single limits. Owned/Scheduled Autos,
inclu•" g hired, borrowed or owned, or non -owned autos used in connection with the work -
Any Or Accident: S1,000,000
B. Endo meats Required:
City of Mia ' included as an Additional Insured
(4) • Employer's 1 biltty
A. Limits ofLia
Si00,000 for bodily Fury
S 100,000 for bodily in
S500,000 for bodily inju
(5) Professional Liability/Er
A. Limits of Liability
Combined Single Limit. Each Cl. t S2,000,000 General Aggregate Limit
S2,000,000
The above policies shall provide the Ci , f Miami with written notice of cancellation or material
change from the insurer in accordance wipolicy provisions.
BINDERS ARE UNACCEPTABLE.
The insurance coverage required shall include th
manuals, which most nearly reflect the operations o
.ty
caused by an accident, each accident
caused by disease, each employee
caused by disease, policy limit
rs and Omissions Coverage
classifications, as listed in standard liability insurance
to bidder.
All insurance policies required above shall be issued : companies authorized to do business under the
laws of the State of Florida, with the following qualifica •ns:
The Company must be rated no Tess than "A" as to manag= ent, and no less than "Class V" as to financial
strength, by the latest edition of Best's insurance Guide, pub ied by A.M. Best Company, Oldwick, New
Jersey, or its equivalent. All policies and/or certificates of insu ce are subject to review and verification
by Risk Management prior to insurance approval.
Certificates will indicate no modification or change in insurance sh be made without thirty (30) days
written advance notice to the certificate holder.
NOTE: CiTY BID NUMBER AND/OR TITLE OF BID MUST APP ' ON EACH CERTIFICATE.
Compliance with the foregoing requirements shall not relieve the bidder o is liability and obligation
under this section or under any other section of this Agreement.
—If insurance certificates are scheduled to expire during the contractual pert • ' the Bidder shall be
responsible for submitting new or renewed insurance certificates to the City Ma 'nimum of ten (10)
calendar days in advance of such expiration.
—in the event that expired certificates are not replaced with new or renewed certi . tes which cover
the contractual period, the City shall:
(4) Suspend the contract until such time as the new or renewed certificates are receive the City in
the, manner_prescri bed. in, then
(5) The City may, at its sole discretion, terminate this contract for cause and seek re-procur: ent
damages from the Bidder in conjunction with the General and Special Terms and Conditions of Bid.
The Bidder shall be responsible for assuring that the insurance certificates required in conjunction 'th this
Section remain in force for the duration of the contractual period; including any and all option terms . +t
may be granted to the Bidder.
Page 25 of 32
SUBSTITUTED
Request or Proposals (RFP) 244233
Proposer must:
(I) Have al least five (5) years experience providing health care stop loss insurance services.
(2) Have at least 100,000 plan participants for which it provides medical specific and aggregate stop loss
insurance.
(3) Have at least $50 million (S50,000,000) in annual stop loss premiums.
Be the primary risk bearing entity or a Managing General Underwriter authorized by the risk bearing
ant to act on behalf of the risk bearing entity, The City will accept no offers from organizations that are
more an once removed from the primary risk bearing entity.
Additio Ily,
(5) Prop • shall have no record of judgments, bankruptcy, pending lawsuits against the City or criminal
activities inving moral turpitude and not hove any conflicts of interest that have not been waived by the
City Commisst
(6) Neither Prop r nor any principal, officer, owner, or•stockholder of Proposer shall be in arrears or in
default of any debt . contract involving the City, (as a party to a contract, or otherwise); nor have failed to
perform faithfully on previous contract with the City.
See "instructions for Su
respond completely to all
process.
itting a Response: (Submission Requirements)."Submittals that do not
quiremcnts may be considered non -responsive and eliminated from the
2.7, CONTRACT EXECUTION
The selected Proposer(s) evaluated an ked in accordance with the requirements of this Solicitation,
shall be awarded an opportunity to negoti a contract ("Contract') with the City. The City reserves the
right to execute or not execute, as applicabl Contract with the selected Proposer(s) that is determined to
be most advantageous and in the City's best in est. Such Contract will be furnished by the City, will
contain certain terms as are in the City's best in .ts, and will be subject to approval as to legal form by
the City Attorney.
2.8. FAILURE TO PERFORM
Should it not be possible to reach the contractor or superviso nd/or should remedial action not be taken
within 48 hours of any failure to perform according to specifi . ns, the City reserves the right to declare
Contractor in default of the contract or make appropriate reductio in the contract payment.
2.9: INSURANCE REQUIREMENTS
JNDEMNIFICATiON
Bidder shall pay on behalf of, indemnify and save City and its officials harm s, from and against any and
all claims. liabilities, losses, and causes of action, which may arise out of bidd .erformance under the
provisions of the contract, including all acts or omissions to act on the part of bid • including any person
performing under this Contract for or onbidder's behalf, provided that any such Ma . , liabilities, losses
and causes of such action are not attributable to the negligence or rnisconducl of the and, from and
against any orders, judgments or decrees which may be entered and which may result fr. this Contract,
unless attributable to the negligence or misconduct of the City, and from and against all co attorneys'
fees, expenses and liabilities incurred in the defense of any such claim, or the investigation I eof.
The bidder shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, • Floor,
Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has bee . btained
ii•;huchWorker'sCom Compensation
ou0uhed'beloar:-�-..:_:•__:._::.
_�_.�::.:__::..:._:.:_:•_.__:_:.:.::_•.___.
O P
A. Limits of Liability - Statutory - State of Florida
(2) Commercial General Liability:
A. Limits of Liability •
Page 24 of 32
SUBSTITUTED
Request we Proposals (RFP) 244233
it is in the best interests of the City of Miami. if this Contract is for supplies, products, equipment, or
software, and so terminated for the convenience by the City of Miami the Contractor will be compensated
in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so
terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions
of the Contract for those services rendered prior to termination.
2. ADDiTiONALTERMS AND CONDITIONS
No . ditional terms and conditions included with the solicitation response shall be evaluated or
consid, and any and all such additional terns and conditions shall have no force or effect and are
inapplic le to this solicitation. if submitted either purposely, through intent or design, or inadvertently,
appearing •arately in transmittal letters, specifications, literature, price lists or warranties, it is understood
and agreed t t the General and Special Conditions in this solicitation are the only conditions applicable to
this solicitatio nd that the bidder's/proposer's authorized signature affixed to the biddcr's/proposer's
acknowledgmen •rm attests to this.
2.15. PRIMARY CL1. T (FIRST PRIORITY)
The successful bidder(s)/p ' .oser(s) agree upon award of this contract that the City of Miami shall be its
primary client and shall be s• viced first during a schedule conflict arising between this contract and any
other contract successful bidds)/proposcr(s) may have with any other cities and/or counties to perform
similar services as a result of an ' atastrophic events such as tornadoes, hurricanes, severe storms or any
other public emergency impacting :rious areas during or approximately the same time,
2.16. UNAUTHORIZED WORK
The Successful Proposer(s) shall not begin ork until a Purchase Order is received.
2.17. CHANGES/ALTERATIONS
Proposer may change or withdraw a Proposal at any e prior to Proposal submission deadline; however,
no oral modifications will be allowed. Written modifiions shall not be allowed following the proposal
deadline.
2.18. COMPENSATION PROPOSAL
E Ich Proposer shall detail any and all fees and costs to provide thquired services as detailed in Section
3. Scope of' Services, and es per Attachments B- I, B-2, B-3, and B-4. ' he City reserves the right to add or
delete any service, at any time. Should the City detemtine to add an a ' ' tonal service for which pricing
was not previously secured, the City shall seek the Successful Proposer t..rovide reasonable cost(s) for
same. Should the City determine the pricing unreasonable, the City resery . he right to negotiate cost(s) or
seek another vendor for the provision of said service(s).
Failure to snbrnil conlpcnsatiaa proposal as required shall disqualif+Propose tarn consideration.
2.19. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD
The procedure for response evaluation, selection and award is as follows:
:_.._.........__..._._._..._..__._;..,___. S
(2) Receipt of responses
(3) Opening and listing of all responses received
(4) Purchasing staff will review each submission for compliance with the submission requirement f the
Solicitation, including verifying that each submission includes all documents required.
Page 27 of 32
SUBSTITUTED
Request .-, Proposals (RFP) 244233
(5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staffand
members of the.community, as deemed necessary, with the appropriate technical expertise and/or
knowledge, shall meet to evaluate each response in accordance with the requirements of this Solicitation
id based upon the evaluation criteria as specified herein,
(; The Evaluation Committee reserves the right, in its sole discretion, in request Proposers to make oral
pre. • tations before the Committee as part of the evaluation process. The presentation may be scheduled at
the co eniencc oldie Evaluation Committee and shall be retarded.
(7) Th valuation Committee reserves the right to rank the Proposals and shall submit its
recommen Lion to the City Manager for acceptance. If the City Manager accepts the Committee's
recommend: 'on, the City Manager's recommendation for award of contract will be posted on the City of
Miami Purcha 'tg Department wcbsite, in the Supplier Comer, Current Solicitations and Notice of
Recomntendati • of Award Section. The notice of the City Manager's recommendation can be found by
selecting the data of the solicitation and is listed as Recotmendation of Award Posting Date and •
Recommendation o ward To fields. if "various" is indicated in the Recommendation of Award To field,
the Bidder/Proposer t t contact the buyer for that solicitation to obtain the suppliers name. The City
Manager shall make his commendation to the City Commission requesting the authorization to negotiate
and/or execute an agrecm, t with the recommended Proposer(s). No Proposer(s) shall have any rights
against the City arising fro • uch negotiations or termination thereof
(8) The City Manager rose the right to reject the Committee's recommendation, and instruct the
Committee to re-evaluate and m. e another recommendation, reject all proposals, or recommend that the
City Commission reject all propo s.
(9) The City Commission shall co 'der the City Manager's and Evaluation Committees'
recommendation(s) and, if appropriate d required, approve the City Manager's recommendation(s). The
City Commission may also reject any o I response.
(JO) If the City Commission approves th commendations, the City will enter into negotiations with the
selected Proposer(s) for a contract for the re• 'red services. Such negotiations may result itt contracts, as
deemed appropriate by the City Manager.
(11) The City Commission shall review and ap. •ve the negotiated Contract with the selected
Proposer(s).
2.20. ADDITIONAL SERVICES
Services not specifically identified in this request may be
negotiation and mutual consent of the contracting parties.
2.21. RECORDS
During the contract period, and for a least five (5) subsequent years th
provide City access to all files and records maintained on the City's beh
ed to any resultant contract upon successful
2.22. TRUTH IN NEGOTIATION CERTIFICATE
Execution of the resulting agreement by the Successful Proposer shall act as the - ution of
truth -in -negotiation certificate stating that wage rates and other factual unit costs su orting the
compensation of the resulting Agreement are accurate, complete, and current at the ti of contracting.
The original contract price and any additions thereto shall be adjusted to exclude any at- ificant sums by
which City determines the contract price was increased due to inaccurate, incomplete, or .n-cun-ent wage
rates and other factual unit costs. All such contract adjustments shall be made within one year
following the end of the Agreement
after, Successful Proposer shall
2.23. PRE-BID/PRE-PROPOSAL CONFERENCE
None
Page 28 of 32
SUBSTITUTED
Request ,,,rProposals (RFP) 244233
7) The Successful Proposer shall maintain a disaster preparedness plan that will lintit service
interruption in case of emergency to a period of seventy-two (72) hours and will ensure compliance with all
requirements under the Successful Proposer, including particularly, complete processing of 95 percent of
all valid claims within fourteen (14) working days.
) The Successful Proposer shall reimburse the City of Miami for eligible claims only within the
p •visions and limits of the stop loss policy.
9) The Successful Proposer shall comply with all applicable laws and regulations including any
appli , .le regulation subsequently promulgated during the term of the Successful Proposer by state or
federal Glorifies.
10) The ccessful Proposer agrees to include prescription drugs in the calculation of the total of
individual el•'ns.
11) The Succ ful Proposer agrees to include retiree claims in the calculation of the total of individual
claims.
12) The Successfu 'roposer agrees not to "laser" any claims.
13) The Successful • ..oseragrces•to waive the "Actively al work" provision.
14) City of Miami requ s the Successful Proposer to maintain claim payment data for at least
seventy-two (72) months a to maintain this data on-line for at least eighteen (18) months. The data is
considered the property of of Miami. Data and all reports must be provided as requested and al no
additional cost to City of Mia ' City of Miami reserves the right to request additional dam that is not
outlined in this document.
REPORTING REQUIREMENT
I) ' The Successful Proposer will b- equired to furnish a report on a monthly basis, at no additional cost
to the City. This report will include: me ber name, relationship to the primacy insured, SSN, diaenosis,
date claim was incurred, total amount of 'in to date, amount of reimbursement to the City to date, check
number of all reimbursements paid to the ', explanation of any pended amounts. It may be necessary to
provide these reports in paper and/or electron format as requested by the City.
2) Monthly reports are due at City of Miami ithin 30 calendar days after the end of the period.
Page 30 of 32
SUBSTITUTED
Request ._, Proposals (RFP) 244233
3. Specifications
3.1. SPECIFICATiONS/SCOPE OF WORK
he Successful Proposer shall administer the City of Miami stop loss policy in a manner consistent with.
e and federal laws and the plan rules of the City of Miami. it has been and will continue to be City of
Mt• ti's expressed desire to provide consistent, fair and equitable service to eligible employees, retirees and
depe ents who participate in City of Miami benefits plans.
Propos shall indicate is he/she agrees or disagrees with each statement below and as indicated in
Machin A-4 of this solicitation. Failure to agree with any item may result in disqualification of the
proposal. responses for which the Proposer selects "Disagree" must be addressed in "Attachment A-8
Deviations"
IMPLEMEN TION PLAN
I) The Succes I Proposer shall be responsible for the preparation and execution of a Final
Implementation Pla The Final Implementation Plan shall be submitted to the City not later than 2 weeks
following final
award.
ACCOUNT ADMINISTR ION
1) a. The Successful Propose ill assign a dedicated (but not necessarily exclusive) account manager as
the primary contact for the City . Miami's Risk Management Department.
b. The account manager assigne. the Successful Proposer will participate on the implementation team.
c. inquiries from the City's Risk Ma ement Department via phone or e-mail will be returned within 12
to 24 hours,
d. The Successful Proposer shall ackno dge receipt and respond to written inquiries from the City's
Risk Management Department within three . siness days of the date it is received by the Successful
Proposer.
CLAIMS ADMINISTRATION
1) The Successful Proposer must be able to per m claims processing, including but not limited to the
following categories/methodologies:
2) The Successful Proposer shall provide computers •, on-line adjudicating claims handling facilities
to receive, review, verify, process and pay all claims sub ' led to and payable under the Plan within the
time periods required by these specifications.
3) City of Miami shall have on-line inquiry access to the cessful Proposer's claims processing
system.
a. All claims incurred on and after January 1, 2011 will be prssed under the terms and conditions of
the Successful Proposer.
b. Upon termination of the Successful Proposer, the Successful Pr..ser will continue to process runoff
claims for benefits payable under the Plan that were incurred prior to, b npaid as of the termination date
which are received by the Successful Proposer not more than twelve (12) •nths following the termination
date. After Successful Proposer termination, there will be no additional ad istrative fee paid by City of
Miami to the Successful Proposer for processing runoffclaims. The procedui and obligations described
in the Successful Proposer, to the extent applicable, will survive the tennlnatio f the Successful Proposer
and remain in effect during such twelve (12) month period. Benefit payments prssed by the Successful
Proposer during such period which are pended or disputed will be handled to their elusion by the
Successful Proposer and the procedures and obligations described in the Successful ' ,.oscr, to the extent
applicable, will survive the expiration of the twelve (12) month period. Requests for b= fit payments
received after such twelve (12) month period will be returned to City of Miami or, upon direction, to a
successor. administrator. ._._.__.:._.,._.,:--_ __...�_........_...,...._---_,.......-_.__._
4) The Successful Proposer shall provide transparent exchange of data between City of mi and the
Successful Proposer's data system to facilitate all City of Miami requests without restrictions.
5) The Successful Proposer shall be responsible for maintaining data security and confidentia
6) The Successful Proposer shall maintain database backups in a manner that will eliminate dis . •tion
of service or loss of data due to system or program failures.
Page 29 of
SUBSTITUTED
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General Life Insurance Comr anv
This •rofessiona] Services Agreement ("Agreement") is ent ed into this _ day of
1 by and between the City of Miami, a munici corporation of the State of
Florida, whose addr. is 444 S.W. 2"d Avenue, 10th Floor,Mi., i, Florida 33130 ("City"), and
Connecticut General Li : surance Company, (CGLIC) a Corporation qualified to do
business in Florida whose . ' • cipai address is 1571 Sa grass Corporate Parkway Sunrise, FL
33323 ("Provider").
WHEREAS, the City issued Req
RECITA
st for
S:
roposals No. 244233 on September 20, 2010,
(the "RFP", attached hereto, incorporated h= :.y, and made a part hereof as Exhibit A) for the
provision of Medical Stop Loss Insurance e es, ("Services" as more fully set forth in the
scope of work "SOW" attached hereto : xhibit B or the Risk Management Department and
Provider's proposal ("Proposal", attacd hereto, incorp. rted hereby, and made a part hereof as
Exhibit C), in response thereto, has . -en selected as the mos • ualified proposal for the provision
of the Services.
WHEREAS, the Evalu• ion Committee appointed by the v Manager determined that
the Proposal submitted by the Provider was responsive to the , P requirements and
recommended that the City anager negotiate with the Provider; and
WHEREAS, the • ty wishes to engage the Services of Provider, and ' 'vider wishes to
perform the Services fo the City; and
WI I0.33q
Medical Stop Loss Insuran - Services (RFP 244233)
SUBSTITUTED
Reques, ..,r Proposals (RFP) 244233
5. Evaluation Criteria
1, EVALUATION CRITERIA
oposals shall be evaluated based upon the following criteria and weight:
POINTS
Pro.. er's Qualifications, Experience cC Financial Stability I5
TPA Cdination, Plan Design, Billing/Payment Processing 30
Reportin laims Administration, Auditing, Implementation
Program/Tr. ition
Performance s arantees 25
Financial Propo 30
Local Preference, t plicable 5
Total: 105
Page 32 0
SUBSTITUTED
Request Proposals (RFP) 244233
4. Submission Requirements
4.1. SUBMISSION REQUIREMENTS
Proposers shall carefully follow the format and instruction outlined below, observing format requirements
here indicated. Proposals should contain the information itemized below and in the order indicated. This
rntation should be provided for the Proposer and any sub -consultants to be utilized for the work
co mplated by this Solicitation. Proposals submitted which do not include the following items may be
dean . non -responsive and may not be considered for contract award.
Proposs shall select one of the following two options for submitting their response:
1. Hardc• format (original and five [5) copies) and electronically via the Oracle System. If
submitting t electronic response via the Oracle System, proposer must attach it to the Header section of
their response, der "attachments".
2. Hardcopy for +t (original and five [5) copies) and electronically via CD.
The response to tht ollcltation shall be presented In the following format. Failure to do so may
deem your Proposal n-responsive.
1. Cover Page
The Cover Page should in de the Proposer•'s name; Contact Person for the RFP; Firin's Liaison for the
'Contract; Primary Office Lo ion; Local Business Address, if applicable; Business Phone and Fax
Numbers, Email addresses; Tit of RFP; RFP Number, Federal Employer Identification Number or Social
Security Number.
2. Table of Contents
The table of contents should outline, t equential order; the major sections of the Proposal as listed below,
including all other relevant documents r- ested for submission. All pages of the Proposal, including the
enclosures, should be clearly and consecut ely numbered and correspond to the table of contents.
3. Executive Summary:
A signed and dated summary of not more than • o (2) pages describing elements contained within
Proposer's Proposal, including such factors as Pr. .ser's Qualification and Experience; TPA Coordination,
Plan Design, Billing/Payment Processing, Reportin Claims Administration, Auditing, Implementation
Program/Transition; Performance Guarantees; and Fi cial Proposal.
4. Proposer's Notification, Experience and Firm 'al Stability
Provide detailed responses to Attachments A-1, A-2, A-4, 5a, A-5b, if applicable; and A-6
5. TPA Coordination, Plan Design. Billing/Payment Prnce ng. Renortin», Claims Administration.
Auditin,. and Implementation Program/Transition
Provide detailed responses to Attachment A-5a, and A-5b, if applt. ble
6. Performance Guarantees
Provide detailed responses to Attachment A-7, and A-8, if applicable
7. Financial Proposal
Follow instructions provided in Attachment B-1, and provide detailed respo to Attachments B-2, B-3,
if applicable, and B-4.
Failure to complete In full, each applicable. Attachment and return same wtt • roposal shall deem
any Proposal received no» -responsive.
8. 3 local Preference. If anplicahle
a. State the Primary Office Location of the Propoer.
h, Provide location from which the Proposer will be based to fperform the work.
In ordef 1p.receiye-any local.pfeferehce,pops, the,proposer must have a local office as defin
of the Cit of Minim:• Proposer triusl submit a copy of the City of)vfiamt business Tex Receipt
Certificate of Use at the time of proposal submittal if claiming local preference.
in the Code
Page 31 of 32
SUBSTITUTED
SCOPE OF SERVICES:
Provider agrees to provide the Services as specifically described, and under the
specierms and conditions set forth in Exhibit "A" hereto, which by this refer ce is
incorporat- • 'nto and made a part of this Agreement.
B. vider represents to the City that: (i) it possesses all qualificatios, licenses and
expertise required the performance of the Services, including but r •t limited to full
qualification to do busin s in Florida; (ii) it is not delinquent in the pa ent of any sums due
the City, including payment • permits, fees, occupational licenses, et ., nor in the performance
of any obligations to .the City, ( all personnel assigned to perfo the Services are and shall
be, at all times during the term hereo , ly qualified and trainee • perform the tasks assigned to
each; (iv) the Services will be performed . the manner des bed in Exhibit "A"; and (v) each
person executing this Agreement on behalf o ' ovider h been duly authorized to so execute
the same and fully bind Provider as a party to this A. • e rr ent,
D. Provider shall at all times provide qualified, competent and physically
capable employees to perform the Services under Agreement. City may require Provider to
remove any employee the City deems care -ss, incompet insubordinate, or otherwise
objectionable and whose continued services • der this Agreement i of in the best interest of
the City. Each of the Provider's employees •hall have and wear proper id- cation.
Medical Stop Loss Insurance Services (RFP 244 ' 33 )
SUBSTITUTED
WHEREAS, the City and the Provider desire to enter into this Agreement under the te s
d conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promis s herein
contai -•, Provider and the City agree as follows:
TERMS:
1. RECI S AND INCORPORATIONS• DEFINITIONS:
A. The ecitals are true and correct and are hereby incorporate
of this Agreement.
Agreement and attached h
City's RFP is hereby incorporated into
eto as Exhibit "A". The Services are h
made a part of this Agreemen
15, 2010, is hereby incorporated
attached Exhibit "B". The Provi
and made a part of this A;,
The Provider's Insurance Certificate
Agreement as Exhibit "D". The order of pr
language between documents is as follows:
hereby incorporat
edence whene
(1
rofessi
mto and made a part
made a part of this
eby incorporated into and
's Response dated, October
eement as attached Exhibit "C".
d into and made a part of this
er there is conflicting or inconsistent
Services Agreement with the Scope
of Work; (2) Addenda/Addendum to the Request 'roposals; (3) Request for Proposals; and
(4) Connecticut General Life Insurance Company, r
P
se to the Request for Proposals.
2. TERM: The initial term of this Agr-ement 11 commence on the Effective Date
and shall Continue in effect for an initial term of o (2) years.
3. OPTION TO EXTEND: The City shall have three (3 ption(s) to extend the term
hereof for a period of one (1) year each, su
City shall exercise its right to extend the te
written notice prior to the expiration of the
required as long as the total extended term
Medical Stop Loss Laurence Serrices (RFP 244233)
ect to availability and a
opriation of funds. The
hereof by giving Provider a east thirty (30) days
revious term. City Commission ap
oes not exceed three (3) years.
oval shall not be
SUBSTITUTED
4. COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be ba ed
on e rates and schedules described in Exhibit "E" hereto, which by this refere ce is
incorp. : ted into and made a part of this Agreement.
Payment shall be made in arrears based upon work performed to th satisfaction
of the City wit forty-five (45) days after receipt of Provider's invoice for Servi es performed,
which shall be acco .anied by sufficient supporting documentation and con ' r sufficient detail,
to allow a proper audit . expenditures, should the City require one to be rformed. Invoices
shall be sufficiently detaile
as to comply with the "Florida Prompt Pa; ment Act", §218.70. -
218.79, Florida Statutes, and of applicable laws. No advance paymw nts shall be made at any
time.
C. Provider agrees and und= tands that (i) any an• all subcontractors providing
Services related to this Agreement shall be . 'd through Provider and not paid directly by the
City; and (ii) any and all liabilities regarding pay. t to or u - of subcontractors for any of the
Services related to this Agreement shall be borne sole
yP
ovider.
5. OWNERSHIP OF DOCUMENTS: Proviunderstands and agrees that any
information, document, report or any other material w atsoe which is given by the City to
Provider, its employees, or any subcontractor, or wr'ch is othe se obtained or prepared by
Provider pursuant to or under the terms of this A: eement, is and sh• at all times remain the
property of the City. Provider agrees not to u any such information, • ocument, report or
material for any other purpose whatsoever wi .. out the written consent of t - City Manager,
which may be withheld or conditioned by th City Manager in his sole discretio Provider is
permitted to make and to maintain duplica e copies of• the files, records, docume etc. if
Medical Stop Loss Insurance Services (RFP 244233)
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Provider determines copies of such records are necessary subsequent to the termination of this
Agreement; however, in no way shall the confidentiality as permitted by applicable law be
b ched. The City shall maintain and retain ownership of any and all documents which res t
upon
6. A
completion of the work and Services under this Agreement.
IT AND INSPECTION RIGHTS ND RECORDS RETENTION:
A.
ovider agrees to provide access to the City or to any of its dul
representatives, to
pertinent to this Agre
books, documents, papers, and records of Provider w
t, for the purpose of audit, examination, excerpts,
City may, at reasonable time
and for a period of up to three (3) years foll
payment by the City to Provider
der this Agreement, audit and inspe
and inspected, those books, docume
, papers, and records of Pro
Provider's performance under this Agree
ent. Provider agrees
books, documents, papers, and records at its p
cipal place of b
years after final payment is made under this Agree
nt and al
authorized
h are directly
d transcripts. The
ng the date of final
or cause to .be audited
ider which are related to
maintain any and all such
mess for a period of three (3)
other pending matters are closed.
Provider's failure to adhere to, or refuse to comply this condition shall result in the
inunediate cancellation of this Agreement by the City.
B. The City may, at reasonable times durinhereof, inspect the Provider's
the to
facilities and perform such tests, as the City deems r asonably nece' y, to determine whether
the goods or services required to be provided by Pr
terms hereof and/or the terms of the RFP, if appli
vider under this A -meat conform to the
ble. Provider shall make a lable to the City
all reasonable facilities and assistance to facilita the performance of tests or insp
ons by City
representatives. All tests and inspections sh be subject to, and made in accordanc 'th, the
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provisions of Section l 8-1 00 and 18-101. of the Code of the City of Miami, Florida as same may
be amended or supplemented, from time to time.
AWARD OF AGREEMENT: Provider represents and warrants to the City that it
has n•-mp]oyed or retained any person or company employed by the City to solicit or secur
this Agree ent and that it has not offered to pay, paid, or agreed to pay any person an
e
commission, p centage, brokerage fee, or gift of any kind contingent upon or in co ction
with, the award of 's Agreement.
8. PUBLIC REC ► • S:
A. Provider un• • tands that the public shall have access, at all reason = •le times, to
all documents and information ertaining to City Agreements, subject to th provisions of
Chapter 119, Florida Statutes, and ees to allow access by the City and e public to all
documents subject to disclosure under 'licable laws. Provider's failure o refusal to comply
with the provisions of this section shall resul the immediate cancellation s f this Agreement by
the City.
B. Should Provider determine to disput- y public acceprovision required by
Florida Statutes, then Provider shall do so at its own expe - and at of cost to the City.
8. COMPLIANCE WITH FEDERAL. STATE AND L ' C i LAWS: Provider
understands that agreements with local governments are subject • ertain laws and regulations,
including laws pertaining to public records, conflict of interes', reco keeping, etc. City and
Provider agree to comply with and observe all such applicable i ederal, stat- d local laws, rules,
regulations, codes and ordinances, as they may be amended r om time to time.
Provider further agrees to include in all of Provides agreements with subctractors for
any Services related to this Agreement this provision r •uiring subcontractors to co ' y with
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and observe all applicable federal, state, and local laws rules, regulations,•codes and ordinances
s they may be amended from time to time.
INDEMNIFICATION: Provider shall indemnify, defend and hold harmles. the
City its officials, employees, and its designated third -party administrator for claims
(collectivel referred to as "Indemnitees") and each of there from and against all .ss, costs,
penalties, fines, iamages, claims, expenses (including attorney's fees) or liabilities (collectively
referred to as "Liab 'ties") by reason of any injury to or death of any person • damage to or
destruction or loss of . property arising out of, resulting from, or in co ction with (i) the
negligent performance or n -performance of the Services contemplateby this Agreement
(whether active or passive) of P eider or its employees or subcontract., s (collectively referred
to as "Provider") which is directly c sed, in whole or in part, by an, act, omission, default or
negligence (whether active or passive or
strict liability) of the In
(ii) the failure of the Provider to comply ma
ially with any of
enmities, or any of them, or
e requirements herein, or the
failure of the Provider to conform to statutes, ord . = er regulations or requirements of
any governmental authority, local, federal or state, ction with the performance of this
Agreement. Provider expressly agrees to indemnify, def and bold harmless the Indemnitees,
or any of them, from and against al] liabilities which ..y be : erted by an employee or former
ces, or o
employee of Provider, or any of its subcontractors, •. provided a. ve, for which the Provider's
liability to such employee or former employee w
'uld otherwise be 1
ted to payments under
state Workers' Compensation or similar laws. P ovider further agrees to i ' emnify, defend and
hold harmless the Indenuvtees form and aga(i) any and all Liabilities impo d on account of
the violation of any law, ordinance, order, le, regulation, condition, or require ent, related
directly to Provider's negligent perform e under this Agreement, compliance with 'hich is
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left by this Agreement to Provider, and (ii) any and all claims, and/or suits for labor
materials furnished by Provider or utilized in the performance of this Agreement or otherwi.e.
In the event that any third party asserts claims against the Provider an•/or the
Indemni
s for which Provider is defending the Indemnitees relating to the Service•, Provider
shall have th right to select its legal counsel for such defense, subject to the approval of the
City, which appral shal] not be unreasonably withheld, It is understood and a
event that counsel se -cted by Provider charges rates greater than those custo
eed that in the
arily paid by the
City at the time that such laim is asserted, but in no event less than $250,00 . hour, the parties
shall, in good faith, attempt agree upon such rates or upon an allocatin of payment of such
rates. In the event that the third p claim for which Provider has pro - ded or paid Indemnitees
defense results in a finding of fault o the part of the Indemnitees,
the City shall reimburse
Provider the cost of the Indemnitees defe . e to the extent of such ding of fault.
This section shall be interpreted to
ply with Sectio
725.06 and/or 725.08, Florida
Statutes. Provider's obligations to indemnify, d -nd and hod harmless the Indemnitees shall
survive the termination of this Agreement.
Provider understands and agrees that any an liabilities Liabilities regarding the .use of any
subcontractor for Services related to this Agreement shg'll be • .erne solely by Provider throughout
the duration of this Agreement and that this provdsion shall 'ive the termination of this
Agreement.
10. DEFAULT: If Provider fails to comply materially with any to •• or condition of this
Agreement, or fails to perform in any material way any of its obligations he under, and fails to
cure such failure after reasonable notice from the City, then Provider shal •e in default.
Provider understands and agrees that termination of this Agreement under this sects. shall not
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release Provider from any obligation accruing prior to the effective date of termination. Sho
rovider be unable or unwilling to commence to perform the Services within the time prov ded
or • ,ntemplated herein, then, in addition to the foregoing, Provider shall be liable to the ity for
all exp ses incurred by the City in preparation and negotiation of this Agreement, as ell as all
costs and = Tenses incurred by the City in the re -procurement of the Servic-., including
consequential a • incidental damages.
11. RESOLU • N OF AGREEMENT DISPUTES: Provider understan• and agrees that
all disputes between P eider and the City based upon an alleged violation •f the terms of this
Agreement by the City sh:. be submitted to the City Manager for his/h: r resolution, prior to
Provider being entitled to see'udicial relief in connection therewith. In the event that the
arnount of compensation hereonexceeds Twenty -Five Thousan' Dollars and No/Cents
($25,000), the City Manager's deci •n shall be approved or sapproved by the City
Commission. Provider shall not be entitle, • seek judicial relief u • ess: (i) it has first received
City Manager's written decision, approved •y the City C• • 'ssion if the amount of
compensation hereunder exceeds Twenty -Five Tho and Doha' and No/Cents ($25,000), or (ii)
a period of sixty (60) days has expired, after submittin • th City Manager a detailed statement
of the dispute, accompanied by all supporting documentati • ninety (90) days if City Manager's
decision is subject to City Commission approval); or (iii City ' as waived compliance with the
procedure set forth in this section by written instruments
signed by
e City Manager.
12. TERMINATION:OBLIGATIONS UPON T' RMINATION.
A. The City, acting by and through its Ci Manager, shall hav a right to terminate
this Agreement, in its sole discretion, at any time, by giving written notice t• rovider at least
sixty (60) calendar days prior to the effective da - of such -termination. • In such nt, the City
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shall pay to Provider compensation for Services rendered and approved expenses incurred prior
to the effective date of termination. In no event shall the City be liable to Provider for an
tional compensation and expenses incurred, other than that provided herein, and in no e ent
shall City be liable for any consequential or incidental damages.
B. The City Manager shall have the right to terminate this Agreement, with
ut notice
or liability to 'vider, upon the occurrence of an event of a material default here •er. In such
event, the City she of be obligated to pay any amounts to Provider for Servic s rendered by
Provider after the date • termination, but the parties shall remain responsible ror any payments
that have become due and o ' ' g as of the effective date of termination. In no vent shall the City
be liable to Provider for any a• , itional compensation and expenses inc • ed, other than that
provided herein, and in no event s 1 the City be liable for any cons ■ uential or incidental
damages.
C. This Agreement may be a i . eted, in whole or in , at any time by mutual
written consent of the parties hereto. In such ev- , the City shal not be obligated to pay any
amounts to Provider for Services rendered by Prov r after e date of termination, but the
parties shall remain responsible for any payments that h• e •ecome due and owing as of the
effective date of termination. In no event shall the City be i• e to Provider for any additional
compensation and expenses incurred, other than that pro ided he ; and in no event shall the
City be liable for any consequential or incidental dam
D. This Agreement may be terminated, ' whole or in part, b either party if there
has been a material default or breach on the part o the other party in any of x representations,
warranties, covenants, or obligations contained ' this Agreement and such defau •r breach is
not cured 'within ninety (90) days following IA
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en notice from the non -breaching p In such
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event, the City shall not be obligated to pay any amounts to Provider for Services rendered by
vider after the date of termination, but the parties shall remain responsible for any payments
that ' ve become due and owing as of the effective date of termination. In no event shall the ty
be liable o Provider for any additional compensation and expenses incurred, other that
provided he ' , and in no event shall the City be liable for any consequential or ncidental
damages.
13. INSURAN
A. Provider all, at all times during the term hereof, mai in such insurance
coverage(s) as may be req ' ed by the City. The insurance coverage s) required as of the
Effective Date of this Agreeme . e attached hereto as Exhibit "D" d incorporated herein by
this reference... The City RFP n -r and title of the RFP mus appear on each certificate of
insurance. The Provider shall add the ity of Miami as an=dditional named insured to its
commercial general liability and auto police and as a namd certificate holder on all policies.
Provider shall correct any insurance certificate
Administrator. All such insurance, including rene
City for adequacy of protection and evidence of su
s requ
ed by the City's Risk Management'
shall be subject to the approval of the
erage(s) and shall be furnished to the
City Risk Management Administrator on Certific• es of In ance indicating such insurance to
be in force and effect and providing that it will r of be canceled,
odified, or changed during the
performance of the Services under this Agree &Ient without thirty (3 calendar days prior written
notice to the City Risk Management Adini strator. Completed Certifi es of Insurance shal] be
filed with the City prior to the perfo ance of Services hereunder, .pro 'ded, however, that
Provider shal] at any time upon requ st file duplicate copies of the policies • such insurance
with the City.
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B. ' lf, in the reasonable judgment of the City, prevailing conditions in the insurano
arketplace warrant the provision by Provider of additional One Million Dollars ($1,000, 00)
of r .fessiona] liability insurance coverage, the City reserves the right to require the provion by
Provid of up to such additional amount of professional liability coverage, and shall afford
written not of such change in requirements thirty (30) days prior to the date n which the
requirements sh• take effect. Should the Provider fail or refuse to satisfyth- requirement of
additional coverage ithin thirty (30) days following the City's written noti' -, this Agreement
shall be considered te nated on the date the required change in p.-icy coverage would
otherwise take effect.
C. Provider unders and agrees that any and all lialities regarding the use of
any of Provider's employees or an of Provider's subcontracto' for Services related to this
Agreement shall be borne solely by Pro\ er throughout the te of this Agreement and that this
provision shall survive the termination of 's Agreemen Provider further- understands and
agrees that insurance for each employee of Prov - and -ach subcontractor providing Services
related to this Agreement shall be maintained in go• standing and approved by the City Risk
Management Administrator throughout the duration ' thi greement.
D. Provider shall be responsible for a.suring that e insurance certificates required
under this Agreement remain in full force d effect for the • uration of this Agreement,
including any extensions hereof. If insurance -rtificates are schedule • o expire during the term
of this Agreement and any extension hereo , Provider shall be responsibl - or submitting new or
renewed insurance certificates to the Ci ''s Risk Management Administrato •t a minimum of
ten (10) calendar days in advance of sy h expiration. In the event that expired ce cates are not
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replaced, with new or renewed certificates which cover the temp of this Agreement and any
-tension thereof;
(i)
the City shall suspend this Agreement until such time as the new or r ewed
ificate(s) are received in acceptable form by the City's Risk : o agement
Adm 'stator; or
(ii) th• ity may, at its sole discretion, terminate the Agreement f. cause and seek
re-procureme damages from Provider in conjunction with the violon of the terms and
conditions of this breement.
E. Compliance the foregoing requirements shall nt relieve Provider of its
liabilities and obligations under greement.
14. NONDISCRIMINATION:
Provider represents to the City at Provider doe not and will not engage in
discriminatory practices and that there shall b= •* o disc ' ' s tion in connection with Provider's
performance under this Agreement on account of r: -, color, sex, religion, age, handicap, marital
status.or national origin. Provider further covenants th• o otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religio , age, dicap, marital status or national
origin, be excluded from participation in, be de 'ed services, be subject to discrimination
under any provision of this Agreement.
15. ASSIGNMENT:
This Agreement shall not be assi a - d by Provider, in whole or in part, • Provider shall
not assign any part of its operations, wit out the prior written consent of the City, v< . h may be
withheld or conditioned, in the City's sole discretion through the City Manager. Provj. -r may
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not change or replace sub -contractors performing work under the Scope of Services identified in
xhibit "B" without the prior written consent from the City Manager.
NOTICES:
11 notices or other communications required under this Agreement shall be in wri
g
and shall given by hand -delivery or by registered or certified U.S. Mail, return ceipt
requested, addr .ed to the. other party at the address indicated herein or to such other .. dress as
a party may designa• by notice given as herein provided. Notice shall be deemed . ven on the
day on which personally elivered; or, if by mail, on the fifth day after being pos ed or the date
of actual receipt, whichever i -arlier. •
TO PROVIDER: TO THE CITY:
Yesenia Sanchez Carlos A. Migoya
CGLIC City Manaer
1751 Sawgrass Corporate Parkway 444 SW 2" Avenue 0'" Floor
Sunrise, FL 33323 Miami, Florida 331.0
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I7. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
• of Fl 'da. Venue in any proceedings between the parties shall be in Miami -Dade County,
Florida. h party shall bear its own attorney's fees. Each party waives any defense, whether
asserted by m• 'on or pleading, that the aforementioned courts are an improper or inconveni nt
venue. Moreover, . - parties consent to the personal jurisdiction of the aforementioned ourts
and irrevocably waive
rights to a jury trial.
B. Title and paraga.. headings are for convenient reference and ar- not a part of
this Agreement.
C. No waiver or breach of • •rovision of this Agreement shall .nstitute a waiver
of any subsequent breach of the same or : other provision hereof, no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sen ce, word or phrase contained in this
Agreement be determined by a court of competent jurisdic sn to b invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the •ity of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified o th- -xtent necessary in order to
conform with such laws, or if not modifiable, then the sam shall be •. -med severable, and in
either event, the remaining terms and provisions of this A eement shall re n unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with all appl' •ble laws, rules and regula .. in the
performance of this Agreement, including but not lined to licensure, and certifications : uired
by law for professional service providers.
y objections to said jurisdiction. The parties irrevocably w•'ve any
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F. This Agreement constitutes the sole and entire agreement between the parties
ereto. No modification or amendment hereto shall be valid unless in vrriting and executed by
pr. rly authorized representatives of the parties hereto. Except as otherwise set forth in Sect'.n
2 abov the City Manager shall have the sole authority to extend, to amend or to modi this
Agreement
behalf of the City.
IS. SUCC ORS AND ASSIGNS: This Agreement shall be binding upon • e parties
hereto, their heirs, e utors, legal representatives, successors, or assigns.
19. INDEPENDEN ONTRACTORS: Provider has been procur . and is being
engaged to provide Services • the City as an independent contractor, and of as an agent or
employee of the City. Accordin• , neither Provider, nor its employees, or any subcontractor
hired by Provider to provide any Se es under this Agreement shall a ., nor be entitled to,
any rights or benefits under the Civil Se - or Pension Ordinances f the City, nor any rights
generally afforded classified or unclassifie• ployees. Provi• -r further understands that
Florida Workers' Compensation benefits available • employees . the City are not available to
Provider, its employees, or any subcontractor hire• by Pr• ider to provide any Services
hereunder, and Provider agrees to provide or to require sub
workers' compensation insurance for any employee or ag
actor(s) to provide, as applicable,
t o •rovider rendering Services to
the City under this Agreement. Provider further unde stands an agrees that Provider's or
subcontractors' use or entry upon City properties shall .t in any way chge its or their status as
an independent contractor.
20. CONTINGENCY CLAUSE: Fundi for this Agreement is c. ingent on the
availability of funds and continued authorizatiofor program activities and .the A ' eernent is
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subject to amendment or termination due to lack of funds, reduction of funds and/or change i
regulations, upon thirty (30) days written notice.
FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God act
vernmental body or military authority, fire, explosion, power failure, flood, storm,
hurrican: sink hole, other natural disasters, epidemic, riot or civil disturban -, war or
terrorism, sa..tage, insurrection, blockade, or embargo. In the event that ei ' er party is
delayed in the pe .rmance of any act or obligation pursuant to or required by he Agreement
by reason of a Force :'eure Event, the time for required completion of su act or obligation
shall be extended by the ber ofdays equal to the total number of d.,ys, if any, that such
party is actually delayed b such Force Majeure Event. The p seeking delay in
performance shall give notice to e other party specifying the :. icipated duration of the•
delay, and if such delay Shall extend : and the duration specifi In such notice, additional
notice shall be repeated no less than mon'- so long as such • lay due to a Force Majeure
Event continues. Any party seeking delay in p- • onnance due o a Force Majeure Event shall
use its best efforts to rectify any condition causin, pch d ay and shall cooperate with the
other party to overcome any delay that has resulted.
22. CITY NOT LIABLE FOR DELAYS: Pro de ereby understands and agrees
that in no event shall the City be liable for, or respons •le to Pro 'der or any subcontractor, or
to any other person, firm, or entity for or on acco .t of, any stopes or delay(s) in work
herein provided for, or any damages whatsoever related thereto, becaus .f any injunction or
other legal or equitable proceedings or on account of any delay(s) for any • e over which
the City has no control.
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23. USE OF NAME: Provider understands and agrees that the City is not engaged in
research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within
thlimited scope of normal and customary marketing and promotion of its work, to use
genera. results of this project and the name of the City. The Provider agrees to protec any
confidenti. information provided by the City and will not release information of a pecific
nature without for written consent of the City Manager or the City Commission.
24. NO CON CT OF INTEREST: Pursuant to City of Miami C• a Section 2-
611, as amended ("Ci ode"), regarding conflicts of interest, Provider hereby certifies to City
that individual member o ' ovider, no employee, and no subcontractor un er this Agreement
nor any immediate family m. 'ber of any of the same is also a m- ber of any board,
commission, or agency of the Ci rovider hereby represents and w. ants to the City that
throughout the tern of this Agreement, .vider, its employees and i subcontractors will abide
by this prohibition of the City Code.
25. NO THIRD -PARTY BENEFICIARY: No persons • 1, er thari the Provider and the
City (and their successors and assigns) shall have any is w• tsoever under this Agreement.
26. SURVIVAL: All obligations (including b t not limited to indemnity and
obligations to defend and hold harmless) and rights of any pa v arising during or attributable to
the period prior to expiration or earlier termination of this • "eement shall survive such
expiration or earlier termination.
27. TRUTH -IN -NEGOTIATION CERTIFI ATION. REPRE NTATION AND
WARRANTY: Provider hereby certifies, repre -nts and warrants to City
t on the date of'
Provider's execution of this Agreement and so 1 Ong as this Agreement shall rem • in full force
and effect, the wage rates and other factual
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ovider
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under this Agreement are and will continue to be accurate, complete, and current. Provider
understands, agrees and acknowledges that the City shall adjust the amount of the compensation
any additions thereto to exclude any significant sums by which the City determines the
contra price of compensation hereunder was increased due to inaccurate, incomplete, or non-
current w• e rates and other factual unit costs. All such contract adjustments shall be made
within one (l) ar of the end of this Agreement, whether naturally expiring or earlier termina d
pursuant to the pro sions hereof.
28. COUNTERP •‘ • TS: This Agreement may be executed in three more
counterparts, each of whi shall constitute an original but all of which, when tak= together,
shall constitute one and the agreement.
29. ENTIRE AGREEMENT: This instrument and its attachments consti r to the sole and
only agreement of the parties relating . the subject matter hereof and co ' ctly set forth the
rights, duties, and obligations of each to the er as of its date. Any prior : eements, promises,
negotiations, or representations not expressly -t forth in this Agree rent are of no force or
effect.
IN WITNESS WHEREOF, the parties her- ' have ed this instrument to be
executed by their respective officials thereunto duly auth. ' -•, this the day and year above
written.
"City"
CITY OF ► , a mun a1
AI "i'hST: corporatio
By:
Priscilla A. Thompson, City Clerk arlos A. Migoya, City Agana
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"Provider"
ATT Connecticut General Life Insurance Company
By:
Print Name: Print Name:
Title: Title:
(Corporate Seal)
(Authorized Corporate Officer)
APPROVED AS TO LEGAL •RM APPROVED AS TO INSULIN
AND CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
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Gary S. Reshefsky
Risk Management Directo
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CORPORATE RESOLUTION
WHEREAS, Connecticut General Life Insurance Company, a corporation,
desires enter into an agreement with the City of Miami for the purpose of performing the work
described in •e contract to which this resolution is attached; and
WHERE , the Board of Directors at a duly held corporate meeting has considered t ' e
matter in accordance th the bylaws of the corporation;
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EXHIBIT A
Request for Proposal No. 149127
and All Addenda thereto
(To be provided upon document execution)
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E7BIT B
SCOPE OF WORK
(To be completed and included upon document execution)
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EXHIBIT C
Proposed Proposal dated and any modifications/addenda thereto
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EXHIBIT D
INSURANCE REQUIREMENTS
Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
crsonal and Adv. Injury S.1,000,000
oducts/Completed Operations $ 1,000,000
B. E
sements Required
City of ami included as an Additional Insured
H. Business Automobil lability
A. Limits of Liability
Bodily Injury and Pr• .erty Damage Liability
Combined Single Limi
Owned/Scheduled Autos
Including Hired, Borrowe
Any One Accident
B. Endorsements Required
r Non -Owned Autos
$ 1,000,00
City of Miami included as an Additi
111. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
1V. Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an a ident, each accident
$100,000 for bodily injury caused by dis e, each employee
$500,000 for bodily injury caused by di ase, policy limit
V. Professional Liability/Errors and Omis ons Coverage
al Insured
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Combined Single Limit
Each Claim • $1,000,000
General Aggregate Limit $1,000,000
• Deductible- not to exceed 10%
Th : bove policies shall provide the City of Miami with written notice of ca cellation or
mate ' :1 change from the insurer not Tess than (30) days prior to any such ancellation or
materi • change.
Companies orized to do business in the State of Florida, with the foll. 'ng qualifications,
• shall issue all in ance policies required above:
The company must ated no Iess than "A" as to management, and no ess than "Class V" as to
Financial Strength, by e latest edition of Best's Insurance Guide, pub ished by A.M. Best
Company, Oldwick, New ersey, or its equivalent. All policies and /or ertiticates of insurance are
subject to review and ver' : tion by Risk Management prior to insu nee approval.
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EXI{IBIT E
COMPENSATION
(To be provided upon document execution)
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EITBIT F
CORPORATE RESOLUTIONS
EVIDENCE OF.QUALIFICATION TO DO.BUSINESS IN FLO
(To be provided upon document execution)
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