HomeMy WebLinkAboutExhibit SUB - DO NOT USEPROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General Life Insurance Company
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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. 2"d 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) years.
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 not be
required as long as the total extended term does not exceed four (4) years.
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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
Agreement; however, in no way shall the confidentiality as permitted by applicable law be
breached. The City shall maintain and retain ownership of any and all documents which result
upon the completion of the work and Services under this Agreement.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its duly authorized
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
liabilities 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
Carlos A. Migoya
City Manager
444 SW 2" 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 govermnental 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 Carlos A. Migoya, City Manager
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"Provider"
ATTEST: Connecticut General Life Insurance Company
By:
Print Name: Print Name:
Title: Title:
(Corporate Seal)
(Authorized Corporate Officer)
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Gary S. Reshefsky
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)
Medical Stop Loss Insurance Services (RFP 244233)
22
EXHIBIT B
SCOPE OF WORK
(To be completed and included upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
23
EXHIBIT C
Proposed Proposal dated and any modifications/addenda thereto
Medical Stop Loss Insurance Services (RFP 244233)
24
EXHIBIT D
INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami 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
Medical Stop Loss Insurance Services (RFP 244233)
25
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.
Medical Stop Loss Insurance Services (RFP 244233)
26
EXHIBIT E
COMPENSATION
(To be provided upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
27
EXHIBIT F
CORPORATE RESOLUTIONS
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA
(To be provided upon document execution)
Medical Stop Loss Insurance Services (RFP 244233)
28
a CIGNA HeaithCare
Stop Loss Insurance Renewal
version: 4.26
Release: 10/18/2010
Account Nome:
Sales Representative/Office:
Proposed Effective Dam:
Cnv of Miami
1'csi Sonchec
1/1:201/
Record Number: 101307
Covered Employees: 3,460
Date of Quote: 09/16/2010'
Quote Expiration Date: 11/16/2010
Individual Coverage
Individual Pooling Level:
Tiered Pooling Level:
Tiered CIGNA Share:
1SL Maximum:
Contingent on Updated Claims Info:
Laser Applies:
Includes Rx (yes or no):
Contract Basis:
Commission: 0.00%
Composite Monthly Rates (per ee):
1SL Policy Year Premium:
Lasered Individuals
Dependent Spouse
Oraunn 1
S200,000
S300,000
50°%L
S4,800,000
No
Yes
Yes
Paid in 12
S43.I9
,81,.793,249
Claimant Number Diagnosis
26795780102 Progessive Neuromuscular Disease
Option 2
S200.000
S300,000
50%
84,800,000
No
No
Yea
Paid in 12
S46.05
S),911.996
Laser Pooling Level
S400.000
Aggregate Coverage
Contact Basis: ( paid in 12)
Commission: 0.00°94
Individual Deductible Limit
Annual Maximum
Includes:
Aggregate Premium (PEPM):
ASL Policy Year Premium:
Minirnutn Attachment Percentage:
Illustrative Minimum Attachment Point:
Composite Monthly Deductible Factor (per EE):
Corridor: 123.00%
2000000
2
S200,000
S2.000,000
Pharmacy Yes
Dental No
Capitation Yes
02.48
S102.920
90%
S36.381.827
S973.61
2
S200.000
S2,000.000
Yes
No
Yes
S2.48
5702.97/i
90%
S36,381.827
5973.61
Total Annual Coverage (Individual + Aggregate)
ASL Policy Year Premium
1SL Policy Year Premium
Policy Year Premium
S102.970
S1,793,249
S1,896,219
5102,970
S1.911,996
S2,014, 966
a CIGNA Health Care
Stop Loss Insurance Renewal
version: 4.26
Release: 10/16I2010
Account Name:
Sales Representative/Office:
Cin+ of Miami
)'esi Sanchez
Record Number. 101307
Proposed Effective Date: 1/1/2011
Quote Expiration Date: 11/16/2010
Terms & Conditions
• This is a firm quote with an expiration date of 11/16/2010. Coverage elected prior to the expiration daterequires no additional large claim '
repotting.
" The ISL Maximum represents the maximum payable under the stop loss policy.
" CIGNA HealthCare may revise or withdraw 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 year or at any time during the policy year differs more than 10%.from the original estimated enrollment.
• CIGNA HealthCare may revise or withdraw this proposal if there are changes in the benefit plan, or the addition or termination of a subsidiaq',
operation or class of employees, not otherwise accounted for during the Stop Loss underwriting process.
" The covered employees, shown on the financial page, are based oh the following distribution of employees in each plan: POS (pos oa) = 3,418
Drips: Indemnity (COMP OOA) = 42 Emps.
" Rates assume a 12 month policy period.
" The stop loss quote assumes proposed plan of benefits and networks and is based on CIGNA HealthCare providing the administration of those
underlying benefits.
• Any amounts in excess of the Aggregate Individual Deductible Limit will be excluded for AggregateStop Loss settlement purposes.
• Unless otherwise indicated, the Illustrative Minimum Attachment Point is 100% of quoted enrollment times the Monthly Deductible Factor
times the number of months in the policy period (reflecting an Aggregate corridor of 125%) times the Minimum Attachment Point Percentage
of 90%. The actual Minimum Attachment Point will be calculated based on the greater of quoted enrollment or actual enrollment as of the
first policy month or lagged month, in the case of a renewal.
" In the event CIGNA HealthCare is selected es vlaim administrator and is requested to interface with a third parts' stop loss vendor, an
additional charge of $0.95 PEPM will be assessed for the $200,000 pooling level and may vary depending frequency of reporting requested.
This fee will not apply if CIGNA HealthCare is selected as the stop loss carrier.
• The policy's annual aggregate stop loss reimbursement maximum is $2.000,000.
" The Aggregate Stop Loss quote assumes that CIGNA Healthcare is selected as the carrier for both Aggregate and Individual Stop Loss, If an
alternate carrier is selected as the Individual Stop Loss carrier, the Aggregate Stop Loss quote will be withdrawn.
• Retirees are included under the Individual Stop Loss coverage. •
• Any amounts between the Adjusted Individual Pooling Level chosen for the whole group and the Lasered Pooling Level will not accumulate •
towards the Aggregate Stop Loss Limit.
• Unless otherwise indicated, the enrollment utilized in the calculation of the Minimum Attachment Point and Actual Attachment Point is based
on a two month lag prior to the paid claim month. In the event this refers to a month prior to the 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 savings amount of 50.75 PEPM if both the
incentive -based CIGNA HealthCare Healthy Pregnancy, Healthy Babies program and CIGNA HealthCare Comprehensive Oncologyprogram
are elected in conjunction with CIGNA Stop Loss.
• For Quote Option I. for all claimants to exceed the Individual Stop Loss pooling level during this policy year, CIGNA HealthCare will
reimburse the contract holder for the Tiered CIGNA HealthCare Share Percentage of the covered expenses between the individual Stop Loss
pooling level and the Tiered Pooling Level, and 100% of covered expenses aver the Tiered Pooling Level.
• For Quote Option 2, for all claimants to exceed the Individual Stop Loss pooling level during this policy year, CIGNA HealthCare will
reimburse the contract holder for the Tiered CIGNA HealthCare Share Percentage of the covered expenses between the Individual Stop Loss
pooling level and the Tiered Pooling Level, and 100% of covered expenses over the Tiered Pooling Level.
0
The CIGNA Stop Loss Advantage
Stop Loss coverage should provide the sense of security thal comes with knowing you will not face unanticipated gaps in coverage or
unexpected claim liability. In some cases, saving a little money up front can prove costly down the road. That is why we have designed this
checklist to assist you in your comparative analysis. At CIGNA, we take pride in our ability to offer Stop Loss products that are focused on
eliminating gaps in coverage. CIGNA has the flexibility to offer all of the provisions included in this checklist, though your coverage may vary
based upon client specific requests. In all cases, it is important to understand the contractual terms associated with the policy you select.
; Iiirlividi 'a'I Stbp Loss Compasiso
planationsandAValue
"CIGNA.•,;
:Competitor
"No.Gap" rCoverage,Consistent,withrthe'Medical:'P.Ian • . •
No Unique Annual or
Lifetime Maximums
Maximums mirror the underlying medical plan. Conditions resulting in claims greater than $1
Million are more prevalent today due to advances in medical technology and improvements in
life -extending care.
0
❑
No Actively At Work, or
Non -confinement
Limitations
There are no Stop Loss provisions In the quote or policy that exclude coverage for those not at
work due to accident or Illness, or for those in confinernoril .on the date coverage starts.
Inclusion of these provisions could result in unexpected claim denials.
❑
❑
No Limitations or
,Exclusions for Transplant
Coverage
Transplant coverage is consistent with the medical plan (no specific exclusions or limitations
apply). Transplant claims routinely cost several hundred thousand dollars.
❑
0
Definitions are Consistent
The definition and interpretation of terms such as medical necessity, pre-existing condition,
experimental and investigational treatment between the medical and stop loss plans are
consistent.
❑
❑
Disclosure:and:'Quote O,tions•
•
Signed.Dlsclosure
Reporting is Not Required
for Presale or Renewals
The carrier does not require completion of a signed disclosure form Including all known and
emerging claims, which may used to re -rate or laser close to the effective date, and/or later
reduce or deny claim payments.
❑
❑
Firm Quote Option
Options to lock inrates and terms well in advance of the effective date are available. A firm
quote with no disclosure requirements can.be worth up to 15% more when compared to a
contingent quote requiring disclosure.
❑
❑
Lasers:. _ • .:. .....• .:• -•:..._ ..._ .., .....-. .: .. .. ...... ... ..... . . . . _. ,.
Lasers are Not Required Lasers (excluding individuals or.setting a .unique, higher pooling level for individuals who are
expected to have large claims, increasing customer liability) are optional depending on risk
tolerance.
❑
❑
Flexible.:Contract.and•ProducrOptions. "' •'
No Dollar Limit Run In
'Coverage Is Available
Uncapped Run In coverage for claims incurred under a prior carder but paid on or after the stop
loss effective date is available,'This can be worth up to 15% when compared to capped run In.
❑
❑
Renewal Rate
Predictability Options are
Available
Options to guarantee renewal terms and certainty of coverage in the renewal year are
available,
0
0
Incurred.Contract Options
are Available
Allows claims to accumulate based on incurred dales rather than paid dates, providing a better.
match to the underlying plan liability, eliminating the impact of claim payment timing, as well as
providing run out protection in the year of termination.
0
❑
Integration Discounts
Rates are reduced when purchased in conjunction with maternity and oncology case
management.programs.
0
0
Pharmacy Inclusion Is
Available
Pharmacy claim dollars canbe included toward the stop loss limits. This can be worth up to
5%-when compared to quotes excluding pharmacy coverage.
0
❑
Reimbursement'.Triggers',•• :,.:>.,.;.,:, ,.., .,;;, _!•. ::.:.. :...... :: ......:..:.......:.:.... .. ::. .. . .......:
!No Claim Filing Reimbursements are processed automatically, with no claim filing or notification requirements.
Requirements
0
0
RIak:Retentionand'Accountability :.-• :+ x:, • .. - •r.-.::: -"., :...... , .. , _.,.•
100% Risk Retention
There are no outside reinsurers. The carrier is accountable and is solely responsible for
decisions Impacting underwriting and service,
0
Confidentialtty of Medical
Data • - • ••
All PersonatHealthlnfornationis kepti-house (not distributediomultiple parties). •
❑ ..
❑
Dedicated Team of
Experts support.
A dedicated and experienced Stop Loss team is available to answer questions and provide -
0
.❑
(i tgzf taini
LAR Y SPRING; (.:AICI.(7sA. Av11((..iYA
t'href I innnuiid °Mu r l II\ t\ nntip I
ADDENDUM NO. 2
RFP No. 244233 October 12, 2010
Medical Stop Loss Insurance Services
TO: ALL PROSPECTIVE PROPOSERS:
The following changes, additions, and clarifications amend the RFP Documents of the above
captioned RFP, and shall become an integral part of the Contract Documents. The remaining
provisions are now in effect and remain unchanged. Please note the contents herein and
reflect same on the documents you have on hand.
Please be advised the RFP closing date and time has been changed to Friday, October 15,
2010 at 10:00 a.m.
Additionally, Attachment B has been revised and a copy of the revised document is attached.
ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME,
Sincerely,
Larry Spring
Chief Financial Office
Eau of4a.imi
I.Asri iN(:i CAI:I..OS A. IAI( (.)YA
Chief I. uwnci;;l OI'Iic'i 1.11 1vbmmsur
ADDENDUM NO. 1
RFP No. 244233 October 6, 2010
Medical Stop Loss Insurance Services
TO: ALL PROSPECTIVE PROPOSERS:
The following changes, additions, and clarifications amend the RFP Documents of the above captioned RFP, and shall
become an integral part of the Contract Documents, The remaining provisions are now in effect and remain
unchanged. Please note the contents herein and reflect same on the documents you have on hand.
Please find below Questions from prospective proposers and the City's Answers to those Questions received before
the stipulated due date:
Q1. Provide current, 2009, and 2008 monthly paid claims with enrollments.
Al, Data is attached, marked as .Exhibit 1.
Q2. Who is the current and proposed TPA?
A2. Cigna.
Q3. Who is the current and proposed PPO?
A3. Cigna.
Q4. Are retirees covered? If so please mark them on the census
A4. Yes, contained in Attachment N of the RFP in the large claim data (not on the census)
Q5. Can you please provide the current rates and if available, the renewal rates as well?
A5. The current rates are attached, marked as Exhibit 2. Renewal rates are not available.
,Q6. On the A-2 document section IV "References" can you please clarify what is the difference between 2
terminated of similar size and 2 former of similar size?
A6. No. 2 (#2) under references allows for references out of any office in their organization that provides stop loss
services. No. 3 (#3) under references would be asking for references 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 can 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 it appears these cells are protected
and we can't insert any information. Please advise how we are to respond to 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 Officer
Exhibil 1
RFP NO. 244233
Medical Paid Claims (2008 - YTD 2010)
Paid Month
Plan
Network HMO
Dual Choice (POS)
OOA
Grand Total
1 /1 /2008
2/1/2008
3/1/2008
4/1/2008
5/1/2008
6/1/2008
7/1/2008
8/1/2008
9/1/2008
10/1/2008
11/1/2008
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
$ I,285,441.33
$ I,244,005.61
$1,790.351.18
$1,535,343.12
$1,595,474.83
$1,379,535.1 1
$1,442,800.78
$1,172,215.26
$1,275,155.83
$1,387,237.93
$1,200,928.24
$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
S 1,728,507.64
$1,797,040.05
$1,756,510.92
$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
S 1,593,678.79
$2,156,715.71
$1,838,581.12
$51,023,122.79
$524,260.07
$981,693.42
$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
$380,270.34
$555,861.23
$628,767.36
$582,174.31
$961,243.68
$511,790.90
$528,925.60
$430,459.60
$427,761.92
$732,405.84
$417,493.15
$615,144.34
$470.863.81
$3 74,195.5 9
S470,905.45
$426,027.29
$622,321.31
$695,940.26
$16,993,746.83
$26,327.87
$17,893.08
$21,186.56
$28,584.90
$8,279.97
$3,428.53
$8,970.47
$6,905.61
$ 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
$112,639.90
$15,233.1 1
$10.328.41
$31,995.40
$6,214.37
$18,187.72
$13,023.91
$9,493.56
$7,319.57
$513,776.17
$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, 947, 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
S2,331, 628.94
$2,195,022.45
$1,806,1 83.03
$2,036,315.70
$2,043,790.63
$2,161,396.77
$2.309,138.89
$1,916,644.30
$2,832,708.94
$2,032,729.99
$2,788,530.58
$2,541, 840.95
$68,530,645.79
Exhibit 2
Rates for January 1, 2010
Iniliuid,overage' ,overge tit .`
r + 2010
Individual Pooling Level:
ISL Maximum:
Contingent on Updated Claims Info:
Includes Rx:
Contract Basis:
Monthly Rates (per EE):
Single
Family
$200,000
$4,800,000
Yes
Yes
24/12
$20.35
$49.70
Composite
Enrollment as of.lune 2009:
Single
Family
$35.70
1:720
1.887
ISL
Total
Policy Year Premium:
3,607
S1,545,431
ggsecate.Couerage. . ..; ' a _ iit: ,,;
::' " .:,,s nolA -•r' : -r;:s;i
Aggregate Monthly Factors
Single
Family
Network HMO
Network POS
OOA
Annual Aggregate Deductible
Aggregate Reimbursement Maximum:
Contingent on Updated Claims Info:
Includes Rx:
Contract Basis:
Composite Monthly Rates (per EE):
Current Enrollment as of.lune 2009:
ASL Policy Year Premium:
$722.10
$1,733.24
N/A
N/A .
N/A
S54,151,631
$1,000,000
Yes
Yes
24/12
$0.56
3.607
S24,239
Total WrinualECiAterti frandiOdi a')::A'ggregat0.4
}R'=,5"gt%:iY:': '12:0111:',: -'_r:W-(;
ISL Policy Year Premium:
ASL Policy Year Premium:
$1,545,431
$24,239
RFP NO 244233
Service Pees:
Pf3MC Annual Total
CIGNA Annual Total
Exhibit 2 RFP NO 244233
722.1
1733.24
51,374,974
City of Miami
Request for Proposals
(RFP)
Purchasing Department
Miami Riverside Center
444 SW 2^a Avenue, 6," Floor
Miami, Florida 33130
Web Site Address: http://ci.miami.fl.us/procurement
RFP Number:
Title:
244233
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: Monday, October 4, 2010 at 5:00 p.m.
Buyer: Suarez, Maritza
Hard Copy Submittal Location:
Buyer E-Mail Address:
Buyer Facsimile:
City of Miami - City Clerk
3500 Pan American Drive
Miami FL 33133 US
msuarez(a�ci.miami.fl.us
(305) 400-5025
Page 1 of 32
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
minimum of 120 days following the time set for closing of the submissions.
In the event of errors in. extension of totals, the unit prices shall govern in determining the quoted
prices,
We (I) certify that we have read your solicitation, completed the necessary documents, and propose to
furnish and deliver, F.O.B. DESTINATION, the items or services specified herein.
The undersigned hereby certifies that neither the contractual party nor any of its principal owners or
personnel have been convicted of any of the violations, or debarred or suspended as set in section
18-] 07 or Ordinance No. 12271.
All exceptions to this submission have been documented in the section below (refer to paragraph and
section).
EXCEPTIONS:
We (I) certify that any and all information contained in this submission is true; and we (I) further certify
that this submission is made without prior understanding, agreement, or connection with any
corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or
service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and
conditions of this solicitation and certify that I am authorized to sign this submission for the submittr.
Please print the following and sign your name:
SUPPLIER NAME.
ADDRESS
PHONE: FAX.
EMAIL:
SIGNED BY:
TITLE:
FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISQUALIFY THIS BID.
BEEPER'
DATE.
Page 2 of 32
Certifications
Legal Name of Finn:
Entity Type: Partnership, Sole Proprietorship, Corporation, etc.
Year Established:
Office Location: City of Miami, Miami -Dade County, or Other
Occupational License Number (a copy must be provided with your proposal submission):
Occupational License Issuing Agency:
Occupational License Expiration Date:
Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No.
10032 (Section 18-105 of the City Code) pertaining to the implementation of a."First Source Hiring
Agreement.": (Yes or No)
Do you expect to create new positions in your company in the event 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 positions would you create to
perform this work?
Please list the title, rate of pay, summary of duties, number of positions, and expected length or duration
of all new positions which might be created as a result of this award of a Contract.
Vdi11 Subcontractor(s) be used? (Yes or No)
Page 3 of 32
Line: 1 •
Description: Disregard this line item. Please refer to Attachment B for the Financial Proposal
Category: 95300-00
Unit of Measure: Dollar
Unit Price: $
Number of Units: l Total: $
Page 4 of 32
Request for Proposals (RFP) 244233
Table of Contents
Terms and Conditions 6
1. General Conditions 6
1.1. GENERAL TERMS AND CONDITIONS 6
2. Special Conditions
2.1. PURPOSE "3
2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
INFORMATION/CLARIFICATION . "3
2.3. TERM OF CONTRACT ""3
2.4. CONDITIONS FOR RENEWAL "3
2.5. NON -APPROPRIATION OF FUNDS 23
2.6. PROPOSERS MINIMUM QUALIFICATIONS "3
2.7. CONTRACT EXECUTION 74
2.8. FAILURE TO PERFORM 24
2.9. INSURANCE REQUIREMENTS "4
2.10. CONTRACT ADMINISTRATOR 26
2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) "6
2.12. SPECIFICATION EXCEPTIONS 26
2.13. TERMINATION 26
2.14. ADDITIONAL TERMS AND CONDITIONS T7
2.15. PRIMARY CLIENT (FIRST PRIORITY) "7
2.16. UNAUTHORIZED WORK "7
2.17. CHANGES/ALTERATIONS '27
2,18. COMPENSATION PROPOSAL T7
2.19. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 27
2.20. ADDITIONAL SERVICES 28
2.21. RECORDS "8
2.22. TRUTH IN NEGOTIATION CERTIFICATE 28
2.23. PRE-BID/PRE-PROPOSAL CONFERENCE 28
3. Specifications 29
3,1. SPECIFICATIONS/SCOPE OF WORK "9
4. Submission Requirements 31
4.1. SUBMISSION REQUIREMENTS 31
5. Evaluation Criteria 32
5.1. EVALUATION CRITERIA 32
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Request fbr Proposals (RFP) 244233
Terms and Conditions
1. General Conditions
1.1. GENERAL TERMS AND CONDITIONS
Intent; The General Terms and Conditions described herein apply to the acquisition of
goods/equipment/services with an estimated aggregate cost ofS25,000.00 or more,
Definition; A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals,
Request for Qualifications, or Request for Letters of Interest pursuant to the City of
Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be
defined in the same manner herein.
• 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this
formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and
actual usage of the good is made, and thereafter is accepted as satisfactory to the City. it must comply with
the terms herein and be fully in accordance with specifications and of the highest quality. in the event the
goods/equipment supplied to the City are found to be defective or does not conform to specifications, the
City reserves the right to cancel the order upon written notice to the Contractor and return the product to the
Contractor at the Contractor's expense,
1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall
be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon
issuance by the City of a purchase order.
1.3, ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or
parts of after opening/closing date and request re -issuance on the goods/services described in the formal
solicitation. in the event of such rejection, the Director of Purchasing shall notify all affected
bidders/proposers and make available a written explanation for the rejection. The City also reserves the
right to reject the response of any bidder/proposer who has previously failed to properly perform under the
terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a
position to perform the requirements defined in this formal solicitation. The City further reserves the right
to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its
discretion, re -issue this formal solicitation.
1,4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are
available at the City's website at: 'http://www.ci.miami.fl.us/procurement
1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate
response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate
response offers a different product that meets or exceeds the formal solicitation requirements. In order for
the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form
and shall mark "Alternate Response". Alternate response shall be placed in the same response. This
provision only applies to formal solicitations for the procurement of goods, services, items, equipment,
materials, and/or supplies.
1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise
dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's
prior written consent.
1,7, ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this
Contract, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees through
-and inoluding-appellate litigation and any •post judgnient'proceedings: _ :. _._:.....
1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to
provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any
books, documents, papers, and records of Contractor which arc directly pertinent to this formal solicitation,
for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall
maintain and retain any and all of the books, documents, papersand records pertinent to the Contract for
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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 shall result in the immediate cancellation of this contract
by the City.
1.9: AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or
quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all
goods/services, specified herein front the successful bidders)/proposer(s) at the contract price(s)
established herein, when permissible by federal, state, and local laws, rules, and regulations.
Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and
resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its
own purchase orders, be invoiced there from and make its own payments, determine shipping terms and
issue its own exemption certificates as required by the successful bidder(s)/proposer(s).
1.10, AWARD OF CONTRACT:
A. The Formal Solicitation, Biddcr's/Proposer's response, any addenda issued, and the purchase order shall
constitute the entire contract, unless modified in accordance with any ensuing contract/agreement,
amendment or addenda.
B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or
designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference
to Businesses with Drug -Free Workplace Programs.
C. The award of this contract may be preconditioned on the subsequent submission of other documents as
specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its
contractual obligation if such documents are not submitted in a timely manner and in the forth required by
the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action
taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may
accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to
the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution
from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or
increased costs sustained as a result of the Bidder's/Proposer's default.
D. The term of the contract shall be specified in one of three documents which shall be issued to the
successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or
contract award sheet.
E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120)
calendar days beyond the stated contract term in order to provide City departments with continual service
and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised,
the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price,
terms and conditions for a specific number of days, Additional extensions over the first one hundred
twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual
agreement of such extensions.
F. Where the contractinvolves a single shipment of goods to the City, the contract term shall conclude
upon completion of the expressed or implied warranty periods.
G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis,
or such combination as shall best serve the interests of the City unless otherwise specified.
H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon
the minimum qualification requirements reflected•herein. As a result of a RFP, RFQ, or RFLI, the City
reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is
determined to be in the City's best interests. Such agreement will be furnished by the City, will contain
certain terms as are in the City's best interests, and will be subject to approval as to legal forin by the City
Attorney. .. .
1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized
surety company that is licensed to do business in the State of Florida, payable to the City of Miatni, for the
amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check
or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it
is awarded to bidder/proposer. Bidder/Proposer shall.forfeit bid deposit to the City should City award
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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 (I0) 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.
1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and
submitted accordingly.
1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement
and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the
annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be
considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the
next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may
be rejected.
1.14. BRAND NAMES - if and wherever in the specifications brand names, makes, models, names of any
• manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of
establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only.
When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is
added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response,
complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the
City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of
equality and its decision shall be final Unless otherwise specified, evidence in the form of samples may be
requested if the proposed brand is other than specified by the City. Such samples are to be furnished after
formal solicitation opening/closing only upon request of the City, If samples should be requested, such
samples must be received by the City no later than seven (7) calendar days after a formal request is made.
1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its
opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all
prospective bidders/proposers and make available a written explanation for the cancellation.
1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm
makes, or prepares to snake, in order to deliver/perform the goods/services required by the City, is a
business risk which the contractor must assume. The City will not be obligated to reimburse amortized or
unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has
been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall
not have any claim upon the City.
1.17. CITY NOT LIABLE FOR DELAYS - 1t is further expressly agreed that in no event shall the City
be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to
any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction
or other legal or equitable proceedings or on account of any delay for any cause over which the City has no
control.
1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without
previous understanding, agreement or connection either with any person, firm or corporation submitting a
response for the same items/services or with the City of Miami's Purchasing Department or initiating
department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other
illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of
Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the
City reserves the right to reject any and all bids/responses where collusion may have occurred.
1.19. COMPLIANCE WiTH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that
contracts between private entities and local governments are subject to certain laws and regulations,
including laws,pertainieg to public,records, conflictpf,interest, reoords,keeping,etc...city and Contractor,
"' agfee to compll with hitd•obse'rve all•applicablelaws, codes and Tidinances as that May in any way affect
the goods or equipment offered, including but not limited to;
A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client
because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following:
employment practices, rate of pay or other compensation methods, and training selection.
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Request nor 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.
U. Environment Protection Agency (EPA), as applicable to this Formal Solicitation.
E. Uniform Commercial Code (Florida Statutes, Chapter 672).
F. Americans with Disabilities Act of 1990, as amended.
G. National Institute of Occupational Safety Hazards (NiOSH), as applicable to this Formal Solicitation.
H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation.
1. City Procurement Ordinance City Code Section 18, Article IiI.
J. Conilict of Interest, City Code Section 2-611;61.
K. Cone of Silence, City Code Section 18-74.
L: The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment.
M. First Source Hiring Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation.
hnplemented to foster the creation of new and permanent jobs for City of Miami residents; requires as a
condition precedent to the execution of service contracts including professional services.
Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility.
Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds
for termination of contract(s).
Copies of the City Ordinances may be obtained from the City Clerk's Office.
1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is
imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City
Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be
applicable only to Contracts for the provision of goods and services and public works or improvements for
amounts greater than S200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs,
RFLI or 1FBs (bids) between, among others:
Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff
including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City
Commissioners, or their respective staffs and any member of the respective selection/evaluation committee.
The provision does not apply to, among other communications:
oral communications with the City purchasing staff, provided the communication is limited strictly to
matters of process or procedure already contained in the formal solicitation document; the provisions of the
Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or
pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during
any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly
noticed public meeting; or communications in writing or by email at any time with any City employee,
official or member of the City Commission unless specifically, prohibited by the applicable RFP, RFQ,
RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in
connection with the collection of industry comments or the performance of market research regarding a
particular RFP, RFQ, RFLI OR IFS by City Purchasing staff.
Proposers or bidders must file a copy of any written communications with the Office of the City Clerk,
which shall be made available to any person upon request. The City shall respond in writing and file a copy
With the Office of the City Clerk, which shall be made available to any person upon request. Written
communications may be in the form of e-mail, with a copy to the Office of the City Clerk.
In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or
bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent,
lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person
having personal knowledge of a violation of these provisions shall report such violation to the State
Attorney and/or may.file a complaint with the Ethics Commission. Proposers or bidders should reference
Section 18-74 of the City of Miami Code for further clarification.
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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 City Clerk at 305-250-5360, to obtain a copy of same. •
1.21. CONFIDENTIALITY - As apolitical subdivision, the City of Miami is subject to the Florida
Sunshine Act 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
that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami
is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal
Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in
writing to the City. Further, you must disclose the name of any City employee who owns, directly or
indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm.
1.23. COPYRIGHT OR PATENT RiGHTS —Bidders/Proposers warrant that there has been no violation
of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or
services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City
harmless from any and all liability, loss, or expense occasioned by any such violation,
1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and
submission of Responses to the City, or any work performed in connection therewith shall be borne by the
Bidd er(s)/Prop oser(s).
1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107)
(a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective
Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after
consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a
Contractual Party, for the causes listed below, from consideration for award of city Contracts. The
debarment shall be for a period of not fewer than three years. The City Manager shall also have the
authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable
cause for debarment, pending the debarment determination. The authority to debar and suspend contractors
shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer
after approval by the City Manager, the city attorney, and the City Commission.
(b) Causes for debarment or suspension. Causes for debarment or suspension include the following:
(I) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a
public or private Contract or subcontract, or incident to the performance of such Contractor
subcontract.
(2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification
or destruction of records, receiving stolen property, or any other offense indicating a lack of business
integrity or business honesty.
(3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or
Proposals.
(4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be
indicative of nonresponsibility. Such violation may include failure without good cause to perform in
accordance with the terms and conditions of a Contract or to perform within the time limits provided in
a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be
considered a basis for debarment or suspension.
(5) Debarment or suspension of the Contractual Party by any federal, state or other governmental
entity.
(6).,_.. False.certification.pursuant to.paragraph.(c) below..._ _...... _. _....... _ ........ ..................... _..._..- .
(7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for
which the violation remains noncompliant.
(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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Request for Proposals (RFP) 244233
(9) Any other cause judged by the City Manager to be so serious and compelling as to affect 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 Party 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).
(d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall
render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall
be provided promptly to the Contractual Party, along with a notice of said parry's right to seek judicial
relief.
1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of
Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or
services to a public entity, may not submit a response on a contract with a public entity for the construction
or repair of a public building or public work, may not submit response on leases of real property to a public
entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract
• with any public entity, and may not transact business with any public entity.
1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which
shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish
required documents, and/or to fulfill any portion of this contract within the time stipulated.
Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify
the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays
excluded) to remedy the default. Failure on the contractor's part to correct the default within the required
three (3) days shall result in the Contract being terminated and upon the City notifying in writing the
contractor of its intentions and the effective date of the termination. The following shall constitute default:
A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the
time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to
the degree specified in the Contract.
B. Failure to begin the work under this Contract within the time specified.
C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to
ensure timely completion.
D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as
nonconforming with the terms of the Contract.
E. Becoming insolvent, being.declared bankrupt, or committing any act of bankruptcy or insolvency, or
making an assignment for the benefit of creditors, lithe insolvency, bankruptcy, or assignment renders the
successful Bidder/Proposer incapable of performing the work in accordance with and as required by the
Contract.
F. Failure to comply with any of the terms of the Contract in any material respect.
All costs and charges incurred by the City as a result of a default or a default incurred beyond the time
limits stated, together with the cost of completing the work, shall be deducted from any monies due or
which may become due on this Contract,
1.28. DETERMINATJON OF RESPONSIVENESS - Each Response will be reviewed to determine if it
is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is
one which follows the requirements of the formal solicitation, includes all documentation, is submitted in
the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as
required on each document. Failure to comply with these requirements may deem a Response
non -responsive.
1.29, DISCOUNTS OFFERED DURING TERM OF CONTRACT- Discount Prices offered in the
response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms
and Conditions. Price discounts off the original prices quoted in the response will be accepted from
successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for
a minimum of 120-days from approval by the City Commission Any discounts offered by a manufacturer
to Bidder/Proposer will be passed on to the City.
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Request tor Proposals (RFP) 244233
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 City's Purchasing
Department. Should it be found necessary, a written addendum will be incorporated in the Formal
Solicitation and will. become part of the purchase agreement (contract documents). The City will not be
responsible for any oral instructions, clarifications, or other communications.
A. Order of Precedence —Any inconsistency in this formal solicitation shall be resolved by giving
precedence to the following documents, the first of such list being the governing documents.
1) Addenda (as applicable)
2) Specifications
3) Special Conditions
4) General Terms and Conditions
1.31, EMERGENCY / DISASTER PERFORMANCE - In the event of ahurricane or other emergency
or disaster situation, the successful vendor shall provide' the City with the commodities/services defined
within the scope of this formal solicitation at the price contained within vendor's response. Further,
successful vendor shall deliver/perform for the city on a priority basis during such times of emergency.
1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this
City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response
and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs,
RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect
to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any,
made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or
changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal
Solicitation and then the Response shall control. This Contract may be modified only by a written
agreement signed by the City of Miami and Contractor.;
1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for *your
guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the
contract period. The City is not obligated to place an order for any given amount subsequent to the award
of this contract. Said estimates may be used by.the City for purposes of determining the low bidder or most
advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities
at the prices bid/proposed or at lower prices in this Formal Solicitation,
1.34. EVALUATION OF RESPONSES
A.Rejection of Responses
The City may reject a Response for any of the following reasons:
1) Bidder/Proposer fails to acknowledge receipt of addenda;
2) Bidder/Proposer mistates or conceals any material fact in the Response ;
3) Response does not conform to the requirements of the Formal Solicitation;
4) Response requires a conditional award that conflicts with the method of award;
5) Response does not include required samples, certificates, licenses as required; and,
6) Response was not executed by the Bidder's/Proposer(s) authorized agent.
The foregoing is not an all'inclusive list of reasons for which a Response may be rejected. The City may
reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed 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 upon any debt or
co tract; or which is a defaulteras=5urety or otherwise upon any obligation•to the-City."---
2) A contract may not be awarded to any person or firth which has failed to perform under the terms and
conditions of any previous contract with the City or deliver on time contracts of a similar nature.
3) A contract may not be awarded to any person or firm which has been debarred by the City in
accordance with the City's Debatnrent.and.Suspension Ordinance,
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Request rbr Proposals (RFP) 244233
C. Determination of Responsibility
1) Responses will only be considered from entities who arc regularly engaged in the business of providing
the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to
demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material,
equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms
"equipment and organization" as used herein shall be construed to mean a fully equipped and well
established entity in line with the best industry practices in the industry as determined by the City.
2) The City may consider any evidence available regarding the financial, technical and other qualifications
and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other
governmental entity in making the award.
3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an
authorized representative of a manufacturer or supplier which is the actual source of supply, if required by
the Formal Solicitation.
1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS -
Exceptions to the specifications shall be listed on the Response and shall reference the section. Any
exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered
non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if
exceptions are taken to the terms and conditions of the resorting agreement it may lead to terminating
negotiations.
1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices
quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery
costs and charges included in the bid/proposal price, unless otherwise specified in this Formal
Solicitation. Failure to do so may be cause for rejection of bid/proposal.
1.37. FIRM PRICES - The bidder/proposer warrants that prices, teens, and conditions quoted in its
response will be fine throughout the duration of the contract unless otherwise specified in the Formal
Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or
contracts, which are to be performed or supplied over a period of time,
1.38. FIRST -SOURCE HIRING AGREEMENT (Sec, 18-105)
(a) The Commission approves implementation of the first -source hiring agreement policy and requires
as a condition precedent to the execution of service contracts for facilities, services, and/or receipt of grants
and loans, for projects of a nature that create new jobs, the successful negotiation of first -source hiring
agreements between the organization or individual receiving said contract and the authorized representative
unless such an agreement is found infeasible by the city manager and such finding approved by the City
Commission at a public hearing.
(b) For the purpose of this section, the following terms, phrases, words and their derivations shall have
the following meanings:
Authorized representative means the Private Industry Council of South Florida/South Florida Employment
and Training Consortium, or its successor as local recipient of federal and state training and employment
funds.
Facilities means all publicly financed projects, including but without limitation, unified development
projects, municipal public works, and municipal improvements to the extent they are financed through
public money services or the use of publicly owned property,
Grants and loans means, without limitation, urban development action grants (UDAG), economic
development agency construction loans, loans from Miami Capital Development, Incorporated, and all
federal and state grants administered by the city.
Service contracts means contracts for the procurement of services by the city which include professional
cen irea........ ....
Services includes, without limitation, public works improvements, facilities, professional services,
commodities, supplies, materials and equipment,
(c)
The authorized representative shall negotiate each first -source hiring agreement,
(d) The primary beneficiaries of the first -source hiring agreement shall be participants of the city
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Request ror Proposals (RFP) 244233
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
the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as
calculated by thc United States Department of Labor. Each adjusted minimum wage rate calculated shall
be determined and published by thc Agency Workforce Innovation on September 30th of each year and
take effect on the following January 1st.
At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full
responsibility to determine whether any of its employees may be impacted by this Florida Law at any given
point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s),
job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of
submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that
the Florida Minimum Wage Law will not impact its prices' throughout the term of contract and waiver of
any contractual price increase request(s). The City reserves the right to request and successful
bidder/proposer must provide for any and all information to make a wage and contractual price increase(s)
determination.
1.40. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by
the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this
Contract shall take place in Miami -Dade County, Florida.
1.41. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been
inserted for convenient reference only and shall not in any manner be construed as modifying, amending or
affecting in any way the expressed terms and provisions hereof.
1,42. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any
person or entity that performs or assists the City of Miami with a function or activity involving the use or
disclosure of"individually identifiable health information (IiHI) and/or Protected Health Information (PHI)
shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City
of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic:transfer standards,
which include but are not limited to:
A. Use of information only for performing services required by the contract or as required by law;
B. Use of appropriate safeguards to prevent non -permitted disclosures;
C. Reporting to the City of Miami of any non -permitted use or disclosure;
D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to
the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential;
E. Making Protected Health Information (PHI) available to the customer;
F, Making PHI available to the customer for review and amendment; and incorporating any amendments
requested by the customer;
G. Making PHI available to the City of Miami for an accounting of disclosures; and
H. Making internal practices, books and records related to PHI available to the City of Miami for
compliance audits.
PHI shall maintain its protected status regardless of the form and method of transmission (paper records,
and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its
privacy information practices including specifically, a description of the types of uses and disclosures that
would be madc with protected health information,
1.43. INDEMNIFICATION - The Contractor shall indemnify and save harmless forever the City, and all
the City's agents, officers and employees from and against all charges or claims resulting from any bodily
injury, loss of life, or damage to property from any act, omission or neglect, by itself or its employees; the
Contractor shall become defendant in every suit brought for any of such causes of action against the City or
the City's officials, agents and employees; the Contractor shall further indemnify City as to all costs,
attorney's fees, expenses and liabilities incurred in the defense of any such claims and any resulting
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Request JurProposals (RFP) 244233
investigation.
1.44. INFORMATION AND DESCRIPTIVE LITERATURE—Bidders/Proposer must furnish all
information requested in the spaces provided in the Formal Solicitation. Further, as may be specified
elsewhere, each Bidder/Proposer oust 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
facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods
and/or services required to be provided by the Contractor under this Contract conform to the terms and
conditions oldie Formal Solicitation. Contractor 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 provisions of the City of Miami Ordinance
No. 12271 (Section 18-79), as same may be amended or supplemented from time to time.
1.46. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation
will not be made available until such time as the City provides notice of e decision or intended decision or
within 10 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may
furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation.
Tabulations also are available on the City's Web Site following recommendation for award,
1.47. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor,
shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of
coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled
"Insurance Requirements". The City shall be listed as an "Additional Insured." ,
Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the
insurance certificate is received within the specified time frame but not in the manner prescribed in this
Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5)
calendar days to.submit a corrected certificate to the City. if the Contractor fails to submit the required
insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after
receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall
not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from
submitting future responses to the City. Information regarding any insurance requirements shall be directed
to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami,
Florida 33130, 305-416-1604.
The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in
conjunction with this Section remain in effect for the duration of the contractual period; including any and
all option terms that may be granted to the Bidder/Proposer.
1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or services
delivered (i.e, quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida
Statutes (Prompt Payment Act).
1.49. LOCAL PREFERENCE - City Code Section 18-85, states that the City Commission may offer to a
responsible and responsive bidder/proposer, who maintains a Local Office, the opportunity of accepting a
bid at the low bid amount, if the original bid amount submitted by the local vendor is not more than ten
percent (10%) in excess of the lowest other responsible and responsive bidder/proposer.
1.50. MANUFACTURER'S CERTIFICATION -The City reserves the right to request from
bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal.
Failure to provide such certification may result in the rejection of bid/proposal or termination of
contract/agreement, for which the bidder/proposer must bear full liability.
1:51. MODiFICATiON OR CIiANGES IN PURCHASE ORDERS AND CONTRACTS- No
contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if'
applicable, shall be binding upon the City unless [Wade in writing by the Director of Purchasing of the City
of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the
contract, purchase order or award sheet as appropriate.
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Request ror Proposals (RFP) 244233
1.52. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed
or construed to create a partnership orjoint venture between the City of Miami and Contractor, or to create
any other similar relationship between the parties.
1.53: NONCONFORMANCE TO" CONTRACT CONDITIONS - Items may be tested for compliance
with specifications under the direction of the Florida Department of Agriculture and Consumer Services or
by other appropriate testing Laboratories as determined by the City. The data derived from any test for
compliance with specifications is public record and open to examination thereto in accordance with
Chapter 1 19, Florida Statutes. Items delivered not conforming to specifications may be rejected and
returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in
the response and/or Purchase Order may result in bidder/proposer being found in default in which event
any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these
stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list,
1.54. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex,
color, age, religion, national origin, marital status, or disability in connection with its performance under
this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall
solely by reason of his/her race, sex, color, age; religion, national origin, marital status or disability be
excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any
program or activity.
In connection with the conduct of its business, including performance of services and employment of
personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion,
disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be
afforded equal opportunity for employment.
1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its
best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts
for these herein goods and/or services, and to make use of other competitively bid (governmental)
contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be
available.
It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of
the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction
with this Formal Solicitation,
In addition, any and all commodities, equipment, and services required by the City in conjunction with
construction projects are solicited under a distinctly different solicitation process and shall not be purchased
under the terms, conditions and awards rendered under this solicitation, unless such purchases are
determined to be in the best interest of the City.
1.56.00CUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business
location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the
City s Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of
Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational
License Tax requirements. A copy of the license must be submitted with the response; however, the City
may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City
during the evaluation period, but prior to award.
1.57. ONE PROPOSAL - Only one (1) Response from an individual, first, partnership, corporation or
joint venture will be considered in response to this Formal Solicitation. When submitting an alternate
response, please refer to the herein condition for "Alternate Responses May Be Considered".
1.58. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents,
records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer
pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by
:the Bidder/Proposerforanyotherpurposes•whatsoever,without;the•written'consent•ofthe-City: •'
1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person
or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of
such provision to persons or circumstances other than those as to which it is held invalid shall not be
affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent
permitted by law.
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Request tor Proposals (REP) 244233
1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a
Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred
percent 000%) 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 inlc.
Failure to do so will be at the Bidder's/Proposer's risk.
A. Each Bidder/Proposer shall furnish the information requited in the Formal Solicitation. The
Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address,
and telephone number on the face page and on each continuation sheet thereof on which he/she makes an
entry, as required.
B. If so required, the unit price for each unit offered shall be shown, and such price shall include
packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise
specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's
compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. if
applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated
quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case
of a discrepancy between the unit price and extended price, the unit price will be presumed correct.
C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods
and/or services.
D. The Bidder/Proposer should retain a copy of all response documents for future reference.
E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in
ink with the firm's name and by an officer or employee having authority to bind the company or firm by
his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person
signing the response or the response may be rejected.
F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the
Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion.
G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in
hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING
HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS,
UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE
RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE.
1.62. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by
reason of market change or on the part of the contractor to other customers shall be passed on to the City of
Miami.
1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's
product becomes unavailable during the term of the Contract, the Contractor awarded that item may
arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or
lower, provided that a sample, is approved in advance of delivery and that the new product meets or exceeds
all quality requirements.
1.64. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS -
Contractor 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 Contract 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 Contract.
1,65,.PROMPT.PAYMENT—Bidders/Proposers may offer a cash discount forprontpt payment; however,
"discounts sliall iiofbe conSiilere-c in detefi iidIit the lowe"sf fief"ddst"fdr'resp ins"e'evaliiatioii piiiposes:' "" —Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal
Solicitation. lino prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for
the percentage discount to indicate no discount. lithe Bidder/Proposer fails to enter a percentage, it is
understood and agreed that the terms shall be 2% 20 days,,effective after receipt of invoice or final
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Request ...r Proposals (RFP) 244233
acceptance by the City, whichever is later.
When the City is entitled to a cash discount, the period of computation will continence on the date of
delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is
necessary due. 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
discount, the City is entitled to a cash discount with the period commencing on the date it is determined by
the City that a cash discount applies.
Price discounts off the original prices quoted on the Price Sheet will be accepted from successful
bidders/proposers during the term of the contract.
1.66. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such
property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City
of Miami. Damages to such property occurring while in the possession of the Contractor shall be the
responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami
shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total
loss, the Contractor shall be responsible for replacement value of the property at the current market value,
less depreciation of the property, if any.
1.67. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all
covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
1.68. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a response on a contract to provide any
goods or services to a public entity, may not submit a response on a contract with a public entity for the
construction or repair of a public building or public work, may not submit responses on leases of real
property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list.
1.69. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter
I J 9, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the
City and the public to all documents subject to disclosure under applicable law. Contractor's failure or
refusal to comply with the provision of this section shall result in the itnmediate cancellation of this
Contract by the City.
I.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - Alt
materials used in the manufacturing or construction of supplies, materials, or equipment covered by this
solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality,
and of the highest grade of workmanship, unless as otherwise specified in this Solicitation.
1.71. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality
and workmanship. Materials furnished to complete the service shall be new 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 award it is determined that a
formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be
cancelled by the City Commission, the City Manager or the Chief Procurement Officer, 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 approval of the city
.attorney,.dial l:have:the:authority.to:resolve controversies.between..the..Contractual-Rarty-and the.cich........
arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater
than $25,000, the City Commission rust approve the City Manager's decision. Such authority extends,
without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of
complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City
Manager.
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Request , r Proposals (RFP) 244233
(b) Contract 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
protestingparly;•alongwith a notice of such party's right to seek, judicial relief, provided that the protesting
party shall not be entitled to such, judicial relief without first having followed the procedure set forth in this
section.
1.74. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. i8-104)
(a) Right to protest. The following procedures shall be used for resolution of protested solicitations and
awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does
not exceed S25,000.
Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing.
1,Protesl of Solicitation,
i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract
may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with
the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications
or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to
file a protest is considered filed when received by the Chief Procurement Officer; or
11. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may
protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the
Chief Procurement Officer within three days after the solicitation is published in a newspaper of general
circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement
Officer.
2. Protest of Award.
i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two
days after receipt by the proposer of the notice of the City'Manager's recommendation for award of
Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier
Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City
Manager's recommendation can be found by selecting the details of the solicitation and is listed as
Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is
indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that
solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this
section of the website daily after responses are submitted to receive the notice; or
ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder
may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with
the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's
determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be
confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of
intent to file a protest is considered filed when received by the Chief Procurement Officer.
iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer
within five,(5) days after the date the notice of protest was filed. A written protest is considered filed when
received by the Chief Procurement Officer.
The written protest may not challenge the relative weight of the evaluation criteria or the formula for
assigning points in making an award determination.
The written protest shall state with particularity the specific facts and law upon which the protest of the
solicitation or the award is based, and shall include all pertinent documents and evidence and shall be
accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review
of the written protest and no facts; grounds, documentation or evidence not contained in the protester's
:dubniisdiod•to'the Chief•Procurement•Officei at the tine offrling•the•protest-shall••bepermitted in•the — -•-
consideration of the written protest.
No time will be added to the above limits for service by mail. In computing any period of time prescribed
or allowed by this section, the day of the act, event or default from which the designated period of time
begins to run shall not.be included. The last day of the period so computed shall be included unless it is a
Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is
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Request ,or Proposals (RFP) 244233
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 City Commission within 30 days after he/shc receives the
protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be
submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by
the city attorney and the City Manager.
(c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a
protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the
Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of
such party's right to file a protest pursuant to this section, The protesting party shall not be entitled to seek
judicial relief without first having followed the procedure set forth in this section
(d) Stay of Procurements during protests, Upon receipt of a written protest filed pursuant to the
requirements of this section, the city shall not proceed further with the solicitation or with the award of the
Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided
in subsection (b) above, unless the City Manager makes a written determination that the solicitation process
or the Contract award must be continued without delay in order to avoid an immediate and serious danger
to the public health, safety or welfare.
(e) Costs. All costs accruing from a protest shall be assumed by the protestor.
(f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or
cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed
Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which
may he adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by
the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded
to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee
shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by
subsection (e) above.
1.75. SAMPLES - Samples of items, when required, must be submitted within the time specified at no
expense to the City. if not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples,
at their expense, within 30 days after notification. Failure to remove the samples will result in the samples
becoming the property of the City.
1.76. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell,
assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or
assign any portion of the performance required by this contract, except under and by virtue of written
permission granted by the City through the proper officials, which may be withheld or conditioned, in the
City's sole discretion.
1.77.SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty,
service and replacements that will be provided. Bidders/Proposer must explain on the Response to what
extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable,
should be submitted with your response.
1.75. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any
supplemental specification as to any detail or the omission from it of detailed description concerning any
point shall be regarded as meaning that only the hest commercial practices are to prevail and that only
materials of first quality and correct type, size and design are to be used. All workmanship and services is
to be first quality.
Afl mtetpretations of tliese specificahoris shall beiiiade upon the basis of flits statement.
If your firmhas a current contract with the State of Florida, Department of General Services, to supply the
items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply
with this request will result in disqualification of bid/proposal.
1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via
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Request ,ur Proposals (RFP) 244233
the Oracle System or responses may be submitted in hardcopy format 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 the7FB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend
the solicitation closing; however, no award will be made at that time.
A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope,
box or package must show the hour and date specified for receipt of responses, the solicitation number and
title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the
requisite Response Forms may be rejected. Hardcopy responses received at any other location than the
specified shall be deemed non -responsive.
Directions to City Hall,
FROM THE NORTH: 1-95 SOUTH UNTIL IT TURNS INTO US]. US I SOUTH TO 27TH AVE.,
TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1
BLOCK TURN RiGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN
AMERICAN DR. PARKING IS ON RIGHT.
FROM THE SOUTH:. US] NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO.
BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN
AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR, PARKING IS ON RiGHT.
B. Facsimile responses will not be considered.
C. Failure to follow these procedures is cause for rejection of bid/proposal.
D. The responsibility for obtaining and submitting a response on or before the close date is solely and
strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by
the United States mail delivery or caused by any other occurrence. Responses received after the
solicitation closing date and time will be returned unopened, and will not be considered for award.
E. Late responses will be rejected.
F. All responses are subject to the conditions specified herein. Those which do not comply with these
conditions are subject to rejection,
•
G. Modification of responses already submitted will be considered only if received at the City before the
time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle
System or in writing, Once a solicitation closes (closed date 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 for different solicitations, each response trust be
placed in a separate envelope, box, or package and each envelope, box or package must contain the
information previously stated in J.82.A.
1.80. TAXES;- The City of Miami is exempt from any taxes imposed by the State and/or Federal
Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers
should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for
the completion of the contract is subject to the Florida State. Sales Tax in accordance with Section 212.08,
Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer.
1.81. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate
this contract by written notice to the contractor effective the date specified in the notice should any of the
following apply:
A. The contractor is determined by the City to be in breach of any of the terms and conditions of the
contract.
B. The City has determined that such termination will be in the best interest of the City to terminate the
contract.:for..its:.own.conveniencei....._..:............ .. _ __...
C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is
contingent upon the availability of appropriate funds.
1.82. TERMS OF PAYMENT- Payment will be made by the City after the goods and/or services
awarded to a Bidder/Proposer have been received, inspected, and found to comply with award
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Request Jr,Proposals (RFP) 244233
specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be
made by the City of Iviiami.
Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection
and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable
law.
1.83. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this
solicitation. The City reserves the right to cancel such orders, or any parr thereof, without obligation, if
delivery is not made within the time(s) specified on their Response. Deliveries are to be made during
regular City business hours unless otherwise specified in the Special Conditions.
1.84. TITLE - Title to the goods or equipment shall not pass to the City until after the Ciry has accepted
the goods/equipment or used the goods, whichever comes first.
1.85.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses
submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An
exception may be made for "trade secrets."
If the Response contains information that constitutes a "trade secret", all material that qualifies for
exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE
SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the
outside.
Please be aware that the designation of an item as a trade secret by you may be challenged in court by any
person. By your designation of material in your Response as a "trade secret" you agree to indemnify and
hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and
attorney's fees incurred by the City by reason of any legal action challenging your claim,
1.86. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified
Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a
change order or purchase order is issued and received by the Contractor. The qualified
Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the
contract or any work performed by an employee not otherwise previously authorized.
1.87. USE OF NAME - The City is not eneaged in research for advertising, sales promotion, or other
publicity purposes. No advertising, sales promotion or other publicity materials containing information
obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express
written permission of the City Manager or the City Commission.
1.88. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers
must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If
variations are not stated on their Response, it will be assumed that the product fully complies with the
City's specifications.
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Request ,ur Proposals (RFP) 244233
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.
2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
INFORMATION/CLARJFiCATION
Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the
Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or
email: msuarez@ci.miami.fl.us. The solicitation title and number shall be referenced on all
correspondence, All questions must be received no later than Monday, October 4, 2010 at 5:00 p.m.. All
responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO
QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE.
2.3. TERM OF CONTRACT
The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be
required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the
following terms:
(1) The term of the Contract(s) shall 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 extend or terminate the Contract.
Continuation of the contract beyond the initial period is a City prerogative; not a right of the
bidder/proposer, This prerogative will be exercised only when such continuation is clearly in the best
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 the specifications, terns and conditions
established herein.
(2) Availability of funds
2.5. NON -APPROPRIATION OF FUNDS
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in
any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or
his assignee of such occurrence, shall have the unqualified right to terminate the contract without any
penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any
project(s) will be awarded to any firm(s).
2.6. PROPOSER'S MINIMUM QUALIFICATIONS
•• The following=rep''resent•tiiemiinimum qualification`requirements•for"a•Proposer.to-be deemed
responsive by the City, and Proposers shall satisfy each of the following minimum requirements cited
below. Each of these minimum qualifications must be addressed in detail in Proposal submission 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 to
determine responsiveness by the City, will result in the Proposal being deemed non -responsive.
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Request ,or Proposals (RFP) 244233
Proposer must:
(1) Have at 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.
(4) Be the primary risk bearing entity or a Managing General Underwriter authorized by the risk bearing
entity to act on behalf of the risk bearing entity. The City will accept no offers from organizations that are
more than once removed from the primary risk bearing entity.
Additionally,
(5) Proposer shall have no record of judgments, bankruptcy, pending lawsuits against the City or criminal
activities involving moral turpitude and not have any conflicts of interest that have not been waived by the
City Commission..
(6) Neither Proposer nor any principal, officer, owner, orstockholder of Proposer shall be in arrears or in
default of any debt or contract involving the City, (as a patty to a contract, or otherwise); nor have failed to
perform faithfully on any previous contract with the City.
See "Instructions for Submitting a Response; (Submission Requirements)."Submittals that do not
respond completely to all requirements may be considered non -responsive and eliminated from the
process.
2.7. CONTRACT EXECUTiON
The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation,
shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the
right to execute or not execute, as applicable a Contract with the selected Proposer(s) that is determined to
be most advantageous and in the City's best interest. Such Contract will be furnished by the City, will
contain certain terms as are in the City's best interests, 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 supervisor and/or should remedial action not be taken
within 48 hours of any failure to perform according to specifications, the City reserves the right to declare
Contractor in default of the contract or make appropriate reductions in the contract payment.
2.9: INSURANCE RRQUIREMENTS
INDEMNIFICATION
Bidder shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and
all claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the
provisions of the contract, including all acts or omissions to act on the part of bidder, including any person
performing under this Contract for or onbidder's behalf, provided that any such claims, liabilities, losses
and causes of such action are not attributable to the negligence or misconduct of the City and, from and
against any orders, judgments or decrees which may be entered and which may result from this Contract,
unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys'
fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof.
The bidder shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor,
Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained
whrch meets the requirt men(s as ouflihed belov, - _.: •_.:_.._.......::.._...
(1) Worker's Compensation
A. Limits of Liability - Statutory - State of Florida
(2) Commercial General Liability:
A. Limits of Liability •
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Request for Proposals (RFP) 244233
Bodily Injury and Property Damage Liability - Each Occurrence: S3.000.000
General Aggregate Limit: S2,000,000
Personal and Adv. Injury. Products and Completed. Operations and Fire Damage: $1.000.000.
B. Endorsements Required:
City of Miami included as an Additional insured. Employees included as insured. Contractual
Liability.
(3) BusinessAutomobile Liability
A. Limits of Liability
Bodily injury and property damage liability combined single limits. Owned/Scheduled Autos,
including hired, borrowed or owned, or non -owned autos used in connection with the work -
Any One Accident: $1.000.000
B. Endorsements Required:
City of Miami included as an Additional Insured
(4) • Employer's Liability
A. Limits of Liability
SI00,000 for bodily injury, caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
S500,000 for bodily injury caused by disease, policy limit
(5) Professional Liability/Errors and Omissions Coverage
A. Limits of Liability
Combined Single Limit, Each Claim S2,000,000 General Aggregate Limit
$2,000,000
The above policies shall provide the City of Miami with written notice of cancellation or material
change from the insurer in accordance with policy provisions.
BINDERS ARE UNACCEPTABLE,
The insurance coverage required shall include those classifications, as listed in standard liability insurance
manuals, which most nearly reflect the operations of the bidder.
All insurance policies required above shall be issued by companies authorized to do business under the
laws of the State of Florida, with the following qualifications:
The Company must be rated no less than "A" as to management, and no less than "Class \r" 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.
Certificates will indicate no modification or change in insurance shall be made without thirty (30) days
written advance notice to the certificate holder.
NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE.
Compliance with the foregoing requirements shall not relieve the bidder of his liability and obligation
under this section or under any other section of this Agreement.
—If insurance certificates are scheduled to expire during the contractual period, the Bidder shall be
responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10)
calendar days in advance of such expiration.
--In the event that expired certificates are not replaced with new or renewed certificates which cover
the contractual period, the City shall:
(4) Suspend the contract until such time as the new or renewed certificates are received by the City in
the:manner.•:prescribed.in,the.:InyitationTo.Bid,:_._:..._.: :...• ....._..._ :__:_......._.._.._...:_.._.•_......:.__.:_:_::.:._._.
(5) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement
damages from the Bidder in conjunction with the General and Special Terms and Conditions of the Bid.
The Bidder shall be responsible for assuring that the insurance certificates required in conjunction with this
Section remain in force for the duration of the contractual period; including any and all option terms that
may be granted to the Bidder:
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Request Jur Proposals (RFP) 244233
2.10. CONTRACT ADMINISTRATOR
Upon award, contractor shall report and work directly with Mr. Gary Reshefsky, who shall be designated
as the Contract Administrator.
2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S)
A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer
or Proposer's firm to assist in the performance of services required under this Solicitation. A
Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City.
Sub -Contractors are allowed by the City in the performance of the services delineated within this
Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the
performance of required services. The City retains the right to accept or reject any Sub -Contractors
proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities
regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for
each Sub -Contractors must be maintained in good standing and approved by the City throughout the
duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be
employees or agents of the City. Failure to list all Sub -Contractors and provide the required information
may disqualify any proposed Sub -Contractors from performing work under this Solicitation.
Proposers shall include in their Responses the requested Sub -Contractor information and include all
relevant information required of the Proposer. In addition, within five (5) working days after the
identification of the award to the Successful Proposer, the Successful Proposer shall provide a list
confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable.
The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor,
the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any
applicable licenses, references, ownership, and other information required of Proposer.
2.12. SPECIFICATION EXCEPTIONS
Specifications are based on the most current literature available. Bidder shall notify the City of Miami
Purchasing Departtnent, in writing, no less than ten (10) days prior to solicitation closing date of any
change in the manufacturers' specifications'which conflict with the specifications. For hard copy bid
submittals, bidders must explain any deviation from the specifications in writing as a footnote on the
applicable specification page and enclose a copy of the mnanufacturer's specifications data detailing the
changed item(s) with his/her submission. For electronic bid submittals, bidders must explain in the Header
Section or by an Attachmentand, if applicable, enclose a scanned copy of the manufacturer's specifications
data detailing the changed item(s) with his/her submission. Additionally, bidders must indicate any options
requiring the addition of other options, as well as those which are included as a part of another option.
Failure of bidders to comply with these provisions will result in bidders being 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 default within 30 days
after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon
written notice without penalty to the City of Miami. In such event the Contractor shall be liable for
damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is •
•ddterniined-for aiiy i•easbii Thar fhe Ci»tiactor was'hoi'in defaiilr ir.(2) fhe`Contractor's'fa'ilure'to perforinis "-
without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a
termination for the convenience oldie City of Miami,
B. FOR CONVENIENCE
The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when
Page 26 of 32
Request tor 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.
2.14. ADDITIONAL TERMS AND CONDITIONS
No additional terms and conditions included with the solicitation response shall be evaluated or
considered, and any and all such additional terns and conditions shall have no force or effect and are
inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently,
appearing separately in transmittal letters, specifications, literature, price Lists or warranties, it is understood
and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to
this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's
acknowledgment form attests to this.
2.15. PRIMARY CLIENT (FIRST PRIORITY)
The successful bidder(s)/proposer(s) agree upon award of this contract that the City of Miami shall be its
primary client and shall be serviced first during a schedule conflict arising between this contract and any
other contract successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform
similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any
other public emergency impacting various areas during or approximately the same time.
2.16. UNAUTHORIZED WORK
The Successful Proposer(s) shall not begin work until a Purchase Order is received.
2.17. CHANGES/ALTERATIONS
Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however,
no oral modifications will be allowed. Written modifications shall not be allowed following the proposal
deadline.
2.18. COMPENSATION PROPOSAL
E \ch Proposer shall detail any and all fees and costs to provide the required services as detailed in Section
3. Scope of Services, and as per AttachmentsB-1, B-2, B-3, and B-4. The City reserves the right to add or
delete any service, at any time. Should the City determine to add an additional service for which pricing
was not previously secured, the City shall seek the Successful Proposer to provide reasonable cost(s) for
same. Should the City determinethepricing unreasonable, the City reserves the right to negotiate cost(s) or
seek another vendor for the provision of said service(s).
Failure to submit compensation proposal as required shall disqualif Proposer from consideration.
2.19. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD
The procedure for response evaluation, selection and award is as follows:
..... c(.1:)..:.So l icitation:issued. _..:...:.::.
(2) Receipt of responses
(3) Opening and listing of all responses received
(4) Purchasing staff will review each submission for compliance with the submission requirements of the
Solicitation, including verifying that each submission includes all documents required.
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Request ..., Proposals (RFP) 244233
(5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and
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
and based upon the evaluation criteria as specified herein.
(6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral
presentations before the Committee as part of the evaluation process. The presentation may be scheduled al
the convenience of the Evaluation Committee and shall be recorded.
(7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its
recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's
recommendation, the City Manager's recommendation for award of contract will be posted on the City of
Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of
Recommendation of Award Section. The notice of the City Manager's recommendation can be found by
selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and
Recommendation of Award To fields. if "various" is indicated in the Recommendation of Award To field,
the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. The City
Manager shall make his recommendation to the City Commission requesting the authorization to negotiate
and/or execute an agreement with the recommended Proposer(s). No Propbser(s) shall have any rights
against the City arising from such negotiations or termination thereof.
(8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the
Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the
City Commission reject all proposals.
(9) The City Commission shall consider the City Manager's and Evaluation Committees'
recommendation(s) and, if appropriate and required, approve the City Manager's recornmendation(s). The
City Commission may also reject any or all response.
(10) If the City Commission approves the recommendations, the City will enter into negotiations with the
selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as
deemed appropriate by the City Manager.
(11) The City Commission shall review and approve the negotiated Contract with the selected
Proposer(s).
2.20. ADDITIONAL SERVICES
Services not specifically identified in this request may be added to any resultant contract upon successful
negotiation and mutual consent of the contracting parties.
2.21. RECORDS
During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall
provide City access to all files and records maintained on the City's behalf.
2.22. TRUTH IN NEGOTIATION CERTIFICATE
Execution of the resulting agreement by the Successful Proposer shall act as the execution of
truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation of the resulting Agreement are accurate, complete, and current at the time of contracting.
The original contract price and any additions thereto shall be adjusted to exclude any significant sums by
which City determines the contract price 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
following the end of the Agreement.
2.23. PRE-BID/PRE-PROPOSAL CONFERENCE
None
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Request .-, Proposals (RFP) 244233
3. Specifications
3.1. SPECIFICATIONS/SCOPE OF WORK
The Successful Proposer shall administer the City of Miami stop loss policy in a manner consistent with.
state and federal laws and the plan rules of the City of Miami. 1t has been and will continue to be City of
Miami's expressed desire to provide consistent, fair and equitable service to eligible employees, retirees and
dependents who participate in City of Miami benefits plans.
Proposer shall indicate is he/she agrees or disagrees with each statement below and as indicated in
Attachment A-4 of this solicitation. Failure to agree with any item may result in disqualification of the
proposal. All responses for which the Proposer selects "Disagree" must be addressed in "Attachment A-b
Deviations".
IMPLEMENTATION PLAN
I) The Successful Proposer shall be responsible for the preparation and execution of a Final
Implementation Plan. The Final Implementation Plan shall be submitted to the City not later than 2 weeks
following final
award.
ACCOUNT ADMINISTRATION
1) a. The Successful Proposer will assign a dedicated (but not necessarily exclusive) account manager as
the primary contact for the City of Miami's Risk Management Department.
b. The account manager assigned by the Successful Proposer will participate on the implementation team.
c. Inquiries from the City's Risk Management Department via phone or e-mail will be returned within 12
to 24 hours.
d. The Successful Proposer shall acknowledge receipt and respond to written inquiries from the City's
Risk Management Department within three business days of the date it is received by the Successful
Proposer,
CLAIMS ADMINISTRATION
1) The Successful Proposer must be able to perform claims processing, including but not limited to the
following categories/methodologies:
2) The Successful Proposer shall provide computerized, on-line adjudicating claims handling facilities
to receive, review, verify, process and pay all claims submitted 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 Successful Proposer's claims processing
system.
a. All claims incurred on and after January 1, 2011 will be processed under the terms and conditions of
the Successful Proposer.
b. Upon termination of the Successful Proposer, the Successful Proposer will continue to process runoff
claims for benefits payable under the Plan that were incurred prior to, but unpaid as of the termination date
which are received by the Successful Proposer not more than twelve (12) months following the termination
date. After Successful Proposer termination, there will be no additional administrative fee paid by City of
Miami to the Successful Proposer for processing runoff claims. The procedures and obligations described
in the Successful Proposer, to the extent applicable, will survive the termination of the Successful Proposer
and remain in effect during such twelve (12) month period. Benefit payments processed by the Successful
Proposer during such period which are pended or disputed will be handled to their conclusion by the
Successful Proposer and the procedures and obligations described in the Successful Proposer, to the extent
applicable, will survive the expiration of the twelve (12) month period. Requests for benefit payments
received after such twelve (12) month period will be returned to City of Miami or, upon its direction, to a
successor. administrator... . : . __...:,-...-
4) The Successful Proposer shall provide transparent exchange of data between City of Miami and the
Successful Proposer's data system to facilitate al) City of Miami requests without restrictions.
5) The Successful Proposer shall be responsible for maintaining data security and confidentiality.
6) The Successful Proposer shall maintain database backups in a manner that will eliminate disruption
of service or loss of data due to system or program failures.
Page 29 of 32
Request ,ur Proposals (RPP) 244233
7) The Successful Proposer shall maintain a disaster preparedness plan that will limit 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.
8) The Successful Proposer shall reimburse the City of Miami for eligible claims only within the
provisions and limits of the stop loss policy.
9) The Successful Proposer shall comply with all applicable laws and regulations including any
applicable regulation subsequently promulgated during the term of the Successful Proposer by state or
federal authorities.
10) The Successful Proposer agrees to include prescription drugs in the calculation of the total of
individual claims.
11) The Successful Proposer agrees to include retiree claims in the calculation of the total of individual
claims. .
12) The Successful Proposer agrees not to "laser" any claims.
13) The Successful Proposer agrees. to waive the "Actively al work" provision.
14) City of Miami requires the Successful Proposer to maintain claim payment data for at least
seventy-two (72) months and to maintain this data on-line for at least eighteen (18) months. The data is
considered the property of City of Miami. Data and a1J reports must be provided as requested and at no
additional cost to City of Miami. City of Miami reserves the right to request additional data that is not
outlined in this document.
REPORTING REQUIREMENTS
I) ' The Successful Proposer will be required to furnish a report on a monthly basis, at no additional cost
to the City. This report will include: member name, relationship to the primary insured, SSI\t, diagnosis,
date claim was incurred, total amount of claim to date, amount of reimbursement to the City to date, check
number of all reimbursements paid to the City, explanation of any pended amounts. It may be necessary to
provide these reports in paper and/or electronic format as requested by the City.
2) Monthly reports are due at City of Miami within 30 calendar days after the end of the period.
Page 30 of 32
Request Proposals (RFP) 244233
4. Submission Requirements
4.1. SUBMISSION REQUIREMENTS
Proposers shall carefully follow the formal and instruction outlined below, observing formai requirements
where indicated. Proposals should contain the information itemized below and in the order indicated. This
information should be provided for the Proposer and any sub -consultants to be utilized for the work
contemplated by this Solicitation. Proposals submitted which do not include the following items may be
deemed non -responsive and may not be considered for contract award.
Proposers shall select one of the following two options for submitting their response:
1. Hardcopy formal (original and five [5] copies) and electronically via the Oracle System. If
submitting the electronic response via the Oracle System, proposer must attach it to the Header section of
their response, under "attachments".
2. Hardcopy format (original and five [5] copies) and electronically via CD.
The response to this solicitation shall be presented in the following format. Failure to do so may
deem your Proposal non -responsive.
1. Cover Page
The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the
'Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax
Numbers, Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social
Security Number.
2. Table of Contents
The table of contents should outline, in sequential order, the major sections of the Proposal as listed below,
including all other relevant documents requested for submission. All pages of the Proposal, including the
enclosures, should be clearly and consecutively numbered and correspond to the table of contents.
3. Executive Summary;
A signed and dated summary of not more than two (2) pages describing elements contained within
Proposer's Proposal, including such factors as Proposer's Qualification and Experience; TPA Coordination,
Plan Design, Billing/Payment Processing, Reporting, Claims Administration, Auditing, Implementation
Program/Transition; Performance Guarantees; and Financial Proposal.
4. Proposer's Oualification. Experience and Financial Stability
Provide detailed responses to Attachments A -I, A-2, A-4, A-5a, A-5b, if applicable; and A-6
5. TPA Coordination. Plan Aesiten. Billing/Pavment Processing. Reporting. Claims Administration.
Auditing. and Implementation Program/Transition
Provide detailed responses to Attachment A-5a, and A-5b, if applicable
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 responses to Attachments B-2, B-3,
if applicable, and B-4.
Failure to complete in full, each applicable.Attachment and return same with Proposal shall deem
any Proposal received non -responsive.
8. Focal Preference, if applicable
a. State the Primary Office Location of the Propoer.
b. Provide location from which the,Proposer will be based to {perform the work.
In order to.receive,any local, preference.points, the proposer must have a local office as defined in the Code
of the City of Miami. Proposer must submit a copy of the City of Kann Bitsiness Tax Receipt and
Certificate of Use at the time of proposal submittal if claiming local preference.
Page 31 of 32
Reques, .or Proposals (RFP) 2442,33
5. Evaluation Criteria
5.1, EVALUATION CRITERIA
Proposals shall be evaluated based upon the following criteria and weight:
CRITERIA POINTS
Proposer's Qualifications, Experience & Financial Stability ]5
TPA Coordination, Plan Design, Billing/Payment Processing 30
Reporting, Claims Administration, Auditing, Implementation
Program/Transition
Performance Guarantees 25
Financial Proposal 30
Local Preference, if applicable 5
Total: 105
Page 32 of 32
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General Life Insurance Company
This Professional Services Agreement ("Agreement") is ente ed into this day of
, 2011 by and between the City of Miami, a munici..1 corporation of the State of
Florida, whose address is 444 S.W. 2'd Avenue, 10th Floor, Miii, Florida 33130 ("City"), and
Connecticut General Life Insurance Company, (CGLIC) a Corporation qualified to do
business in Florida whose principal address is 1571 Sa grass Corporate Parkway Sunrise, FL
33323 ("Provider").
RECITA S:
WHEREAS, the City issued Request for 'roposals No. 244233 on September 20, 2010,
(the "RFP", attached hereto, incorporated her .y, and made a part hereof as Exhibit A) for the
provision of Medical Stop Loss Insurance ervices, ("Services" as more fully set forth in the
scope of work "SOW" attached hereto • Exhibit B) for the Risk Management Department and
Provider's proposal ("Proposal", attac d hereto, incorporated hereby, and made a part hereof as
Exhibit C), in response thereto, has .een selected as the most qualified proposal for the provision
of the Services.
WHEREAS, the Evalu• ion 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 . anager negotiate with the Provider; and
WHEREAS, the f t3' wishes to engage the Services of Provider, and Provider wishes to
perform the Services fo the City; and
?sR .10.33139
Medical Stop Loss Insurance/Services (RFP 244233)
1
WHEREAS, the City and the Provider desire to enter into this Agreement under the te s
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 incorporate • into and made a part
of this Agreement. The City's RFP is hereby incorporated into
made a part of this
Agreement and attached hereto as Exhibit "A". The Services are h eby incorporated into and
made a part of this Agreement as attached Exhibit "B". The Provi• -r's Response dated, October
15, 2010, is hereby incorporated into and made a part of this A, reement 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 whene 'er there is conflicting or inconsistent
language between documents is as follows: (1) Profess]. al Services Agreement with the Scope
of Work; (2) Addenda/Addendum to the Request for .'roposals; (3) Request for Proposals; and
(4) Connecticut General Life Insurance Company, re.ponse 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 o (2) years.
3. OPTION TO EXTEND: The City shall have three (3) option(s) to extend the term
hereof for a period of one (1) year each, suaject to availability and appropriation of funds. The
City shall exercise its right to extend the to hereof by giving Provider at least thirty (30) days
written notice prior to the expiration of the revious term. City Commission approval shall not be
required as long as the total extended term does not exceed three (3) years.
Medical Stop Loss Insurance Services (RFP 244233)
2
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 refer; ce is
incorporated into and made a part of this Agreement.
B. Provider represents to the City that: (i) it possesses all qualificatio s, licenses and
expertise required for the performance of the Services, including but •t limited to full
qualification to do business in Florida; (ii) it is not delinquent in the pay ent of any sums due
the City, including payment of permits, fees, occupational licenses, et'., nor in the performance
of any obligations to .the City, (iii) all personnel assigned to perfo the Services are and shall
be, at all times during the term hereof, fully qualified and trained ' o perform the tasks assigned to
each; (iv) the Services will be performed in the manner des ibed in Exhibit "A"; and (v) each
person executing this Agreement on behalf of Provider h s been duly authorized to so execute
the same and fully bind Provider as a party to this Agre ent.
D. Provider shall at all times provide lly qualified, competent and physically
capable employees to perform the Services under his Agreement. City may require Provider to
remove any employee the City deems care ss, incompetent, insubordinate, or otherwise
objectionable and whose continued services der this Agreement is not in the best interest of
the City. Each of the Provider's employees .hall have and wear proper identification.
Medical Stop Loss Insurance Services (RFP 244 33)
3
4. COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be ba ed
on the rates and schedules described in Exhibit "E" hereto, which by this refere ce 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 Servi es performed,
which shall be accompanied by sufficient supporting documentation and contai sufficient detail,
to allow a proper audit of expenditures, should the City require one to be ►erfouued. Invoices
shall be sufficiently detailed so as to comply with the "Florida Prompt Pa, ment Act", §218.70. -
218.79, Florida Statutes, and other applicable laws. No advance paymr nts shall be made at any
time.
C. Provider agrees and understands that (i) any an• all subcontractors providing
Services related to this Agreement shall be paid through Provi
er and not paid directly by the
City, and (ii) any and all liabilities regarding payment to or u:e of subcontractors for any of the
Services related to this Agreement shall be borne solely by P ovider.
5. OWNERSHIP OF DOCUMENTS: Provi
er 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 wch is otherwise obtained or prepared by
Provider pursuant to or under the terms of this A„ eement, is and shall at all times remain the
property of the City. Provider agrees not to u, any such information, document, report or
material for any other purpose whatsoever wi out the written consent of the City Manager,
which may be withheld or conditioned by th City Manager in his sole discretion. Provider is
permitted to make and to maintain duplica e copies of.the files, records, documents, etc. if
Medical Stop Loss Insurance Services (RFP 244233)
4
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
breached. The City shall maintain and retain ownership of any and all documents which res t
upon the completion of the work and Services under this Agreement.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its dul " authorized
representatives, to any books, documents, a ers, and records of Provider w '-are directly
y
pertinent to this Agreement, for the purpose of audit, examination, excerpts, d transcripts. The
City may, at reasonable times, and for a period of up to three (3) years fol1; / ing the date of final
payment by the City to Provider under this Agreement, audit and PP inspect, , or cause to be audited
and inspected, those books, documents, papers, and records of Pro `Eider which are related to
Provider's perfomiance under this Agreement. Provider agrees maintain any and all such
books, documents, papers, and records at its principal place of b siness for a period of three (3)
years after final payment is made under this Agreement and al other pending matters are closed.
Provider's failure to adhere to, or refuse to comply wi , 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 r asonably necessary, to determine whether
the goods or services required to be provided by Pr vider under this Agreement conform to the
terms hereof and/or the terms of the RFP, if appli ble. Provider shall make available to the City
all reasonable facilities and assistance to facilita the performance of tests or inspections by City
representatives. All tests and inspections shah be subject to, and made in accordance with, the
Medical Stop Loss Insurance Services (RPP 244233)
5
provisions of Section l 8-100 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 scour
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any ee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in co -ction
with, the award of this Agreement.
8. PUBLIC RECORDS:
A. Provider understands that the public shall have access, at all reason .le times, to
all documents and information pertaining to City Agreements, subject to th provisions of
Chapter 119, Florida Statutes, and agrees to allow access by the City and e public to all
documents subject to disclosure under applicable laws. Provider's failure o 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 n
8. COMPLIANCE WITH FEDERAL. STATE AND LOC
cost to the City.
LAWS: Provider
understands that agreements with local governments are subject . certain laws and regulations,
including laws pertaining to public records, conflict of interes
record keeping, etc. City and
Provider agree to comply with and observe all such applicable ederal, state and local laws, rules,
regulations, codes and ordinances, as they may be amended om time to time.
Provider further agrees to include in all of Providers agreements with subcontractors for
any Services related. to this Agreement this provision r quiring subcontractors to comply with
Medical Stop Loss Insurance Services (RFP 244233)
6
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 harmles 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 1 ss, 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 • damage to or
destruction or loss of any property arising out of, resulting from, or in co ction with (i) the
negligent performance or non-performance of the Services contemplate • by this Agreement
(whether active or passive) of Provider or its employees or subcontract. s (collectively referred
to as "Provider") which is directly caused, in whole or in part, by an
act, omission, default or
negligence (whether active or passive or in strict. liability) of the In r emnities, or any of them, or
(ii) the failure of the Provider to comply materially with any of e requirements herein, or the
failure of the Provider to conform to statutes, ordinances, .or o . er regulations or requirements of
any governmental authority, local, federal or state, in co -ction with the performance of this
Agreement. Provider expressly agrees to indemnify; def- d and hold harmless the Indenuutees,
or any of them, from and against all liabilities which ..y be asserted by an employee or former
employee of Provider, or any of its subcontractors, provided above, for which the Provider's
liability to such employee or fonner employee wnuld otherwise be limited to payments under
state Workers' Compensation or similar laws. P ovider further agrees to indemnify, defend and
hold harmless the Indemnitees form and again (i) any and all Liabilities imposed on account of
the violation of any law, ordinance, order, le, regulation, condition, or requirement, related
directly to Provider's negligent -performan e under this Agreement, compliance with which is
Medical Stop Loss insurance Services (RFP 244233)
7
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
Indemnitees for which Provider is defending the Indemnitees relating to the Service , 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 a eed that in the
event that counsel selected by Provider charges rates greater than those custo Warily paid by the
City at the time that such claim is asserted, but in no event less than $250.00 ser 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 pro ded or paid Indemnitees
defense results in a finding of fault on the part of the Indemnitees, t -n the City shall reimburse
Provider the cost of the Indemnitees defense to the extent. of such f ding of fault.
This section shall be interpreted to comply with Section. 725.06 and/or 725.08, Florida
Statutes. Provider's obligations to indemnify, defend and ho
survive the termination of this Agreement.
Provider understands and agrees that any and all liabilities regarding the use of
d harmless the Indemnitees shall
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
Aareem ent.
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
Medical Stop Loss insurance Services (RFP 244233)
8
release Provider from any obligation accruing prior to the effective date of termination. Sho
provider be unable or unwilling to commence to perform the Services within the time prop ded
or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the ity for
all expenses incurred by the City in preparation and negotiation of this Agreement, as ell as all
costs and expenses incurred by the City in the re -procurement of the Servic-., including
consequential and incidental damages.
11. RESOLUTION OF AGREEMENT DISPUTES: Provider understan• and agrees that
all disputes between Provider and the City based upon an alleged violation '.f the teu us of this
Agreement by the City shall be submitted to the City Manager for his/h r 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 ThousanDollars 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 u. ess: (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 Dolla, and No/Cents ($25,000), or (ii)
a period of sixty (60) days has expired, after submitting to 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 has waived compliance with the
procedure set forth in this section by written instruments signed by the City Manager.
12. TERMINATION:OBLIGATIONS UPON T RMINATION:
A. The City, acting by and through its Ci
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 da - of such termination. • In such event, the City
Medical Stop Loss Insurance Services (RFP 244233)
9
shall pay to Provider compensation for Services rendered and approved expenses incurred prior
to the effective date of teiniination. In no event shall the City be liable to Provider for an
additional compensation and expenses incurred, other than that provided herein, and in no eent
shall the 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 Provider, upon the occurrence of an event of a material default hereu er. In such
event, the City shall not be obligated to pay any amounts to Provider for Service s rendered by
Provider after the date of termination, but the parties shall remain responsible ror any payments
that have become due and owing as of the effective date of termination. In no vent shall the City
be liable to Provider for any additional compensation and expenses inc ed, other than that
provided herein, and in no event shall the City be liable for any cons quential or incidental
damages.
C. This Agreement may be terminated, in whole or in .art, at any time by mutual
written consent of the parties hereto. In such event, the City shal not be obligated to pay any
amounts to Provider for Services rendered by Provider after e date of termination, but the
parties shall remain responsible for any payments that have .ecome due and owing as of the
effective date of termination. In no event shall the City be iable to Provider for any additional
compensation and expenses incurred, other than that pro ided herein, and in no event shall the
City be liable for any consequential or incidental damaa-s.
D. This Agreement may be terminated, whole or in part, by either party if there
has been a material default or breach on the part o the other party in any of its representations,
warranties, covenants, or obligations contained this Agreement and such default or breach is
not cured 'within ninety (90) days following NAT en notice from the non -breaching party. In such
Medical Stop Loss insurance Services (RFP 244233)
I0
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 th. that
provided herein, and in no event shall the City be liable for any consequential or incidental
) ) q
damages.
13. INSURANCE:
A. Provider shall, at all times during the term hereof, mai am such insurance
coverage(s) as may be required by the City. The insurance coveras; (s) required as of the
Effective Date of this Agreement are attached hereto as Exhibit "D" . d incorporated herein by
this reference... The City RFP number and title of the RFP mus appear on each certificate of
insurance. The Provider shall add the City of Miami as an .dditional 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 requ-.ted 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 succoverage(s) and shall be furnished to the
City Risk Management Administrator on Certifices of Insurance indicating such insurance to
be in force and effect and providing that it will r of 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 Admi strator. Completed Certificates of Insurance shall be
filed with the City prior to the perfo e ante of Services hereunder, provided, however, that
Provider shall at any time upon requ•st file duplicate copies of the policies of such insurance
with the City.
Medical Stop Loss insurance Services (RFP 2- 233)
11
B. ' If, in the reasonable judgment of the City, prevailing conditions in the insuran
marketplace warrant the provision by Provider of additional One Million Dollars ($1,000, 00)
of professional liability insurance coverage, the City reserves the right to require the pro`' ion by
Provider of up to such additional amount of professional liability coverage, and s all 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 th-. 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 p. icy coverage would
otherwise take effect.
C. Provider understands and agrees that any and all liar lities regarding the use of
any of Provider's employees or any of Provider's subcontracto s for Services related to this
Agreement shall be borne solely by Provider throughout the to of this Agreement and that this
provision shall survive the termination of this Agreemen . Provider further understands and
agrees that insurance for each employee of Provider and ach subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City Risk
Management Administrator throughout the duration o'f this Agreement.
D. Provider shall be responsible for a'suring that the insurance certificates required
under this Agreement remain in full force d effect for the duration of this Agreement,
including any extensions hereof. If insurance ' ertificates are scheduled to expire during the term
of this Agreement and any extension hereo, , Provider shall be responsible for submitting new or
renewed 'insurance certificates to the Cit'r's Risk Management Administrator at a minimum of
ten (10) calendar days in advance of sh expiration. In the event that expired certificates are not
Medical Stop Loss Insurance Sen'ices (RFP 244233)
12
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 r-iewed
certificate(s) are received in acceptable form by the City's Risk M agement
Administrator; or
(ii) the City may, at its sole discretion, terminate the Agreement f. cause and seek
re -procurement damages from Provider in conjunction with the viola on of the terms and
conditions of this Agreement.
E. Compliance with the foregoing requirements shall not relieve Provider of its
liabilities and obligations under this Agreement.
14. NONDISCRIMINATION:
Provider represents to the City that Provider doe not and will not engage in
discriminatory practices and that there shall be no disc ' r•ton 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 th no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, relig-ior}, age, handicap, marital status or national
origin, be excluded from participation in, be dezi}ed services, or be subject to discrimination
under any provision of this Agreement,
15. ASSIGNMENT:
This Agreement shall not be assign16d by Provider, in whole or in part, and Provider shall
not assign any part of its operations, wit / out 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
Medical Stop Loss Insurance Services (RFP 24423
13
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 writ' g
and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt
requested, addressed to theother party at the address indicated herein or to such other adress as
a party may designate by notice given as herein provided. Notice shall be deemed . ven on the
day on which personally delivered; or, if by mail, on the fifth day after being pos ed or the date
of actual receipt, whichever is earlier. •
TO PROVIDER:
Yesenia Sanchez
CGLIC
1751 Sawgrass Corporate Parkway
Sunrise_ FL 33323
Medical Stop Loss Insurance Services (RFP 244233)
TO TIiL CITY:
Carlos A. Migoya
City Manager
444 SW 2nd Avenue. 0th Floor
Miami, Florida 331.0
14
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 inconveni nt
venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned ourts
and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any
rights to a jury trial.
S. Title and paragraph headings are for convenient reference and ar- 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, d 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 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 the extent necessary in order to
conform with such laws, or if not modifiable, then the sam shall be deemed severable, and in
either event, the remaining terms and provisions of this Aeement shall remain unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with all appl. able laws, rules and regulations in the
performance of this Agreement,including but not fir ited to licensure and certifications required
� q
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 Secti.n
2 above, the City Manager shall have the sole authority to extend, to amend or to modi this
Agreement on behalf of the City. •
18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon , e 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 of as an agent or
employee of the City. Accordingly, neither Provider, nor its employees, or any subcontractor
hired by Provider toprovide any Services under this Agreement shall a in, 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. Provid further understands that
Florida Workers' Compensation benefits available to employeesi f the City are not available to
Provider, its employees, or any subcontractor hired by Prb t der to provide any Services
hereunder, and Provider agrees to provide or to require subcoactor(s) to provide, as applicable,
workers' compensation insurance for any employee or ag fit of Provider rendering Services to
the City under this Agreement. Provider further unde stands and agrees that Provider's or
subcontractors' use or entry upon City properties shall I}ot in any way change its or their status as
an independent contractor.
20. CONTINGENCY CLAUSE: Fundifor 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 i
• 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 ei 4 er 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 su act or obligation
shall be extended by the number of days equal to the total number of d ys, if any, that such
party is actually delayed by such Force Majeure Event. The p seeking delay in
performance shall give notice to the other party specifying the icipated duration of the.
delay, and if such delay shal] extend beyond the duration specific in such notice, additional
notice shall be repeated no less than monthly so long as such elay due to a Force Majeure
Event continues. Any party seeking delay in performance due o a Force Majeure Event shall
use its best efforts to rectify any condition causing such d
other party to overcome any delay that has resulted.
22. CITY NOT LIABLE FOR DELAYS:
Pro
ay and shall cooperate with the
ider hereby understands and agrees
that in no event shall the City be liable for, or respons?ble to Provider or any subcontractor, or
to any other person, firm, or entity for or on accot 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, tb use t
genera] results of this project and the name of the City. The Provider agrees to protec any
confidential information provided by the City and will not release information of a pecific
nature without prior written consent of the City Manager or the City Commission.
24. NO CONFLICT OF INTEREST: Pursuant to City of Miami Coe 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 un er this Agreement
nor any immediate family member of any of the same is also a m ber of any board,
commission, or agency of the City. Provider hereby represents and w ants to the City that
throughout the term of this Agreement, Provider, its employees and it subcontractors will abide
by this prohibition of the City Code.
25. NO THIRD -PARTY BENEFICIARY: No persons . her than the Provider and the
City (and their successors and assigns) shall have any rights w tsoever under this Agreement.
26. SURVIVAL: All obligations (including bit 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 CERTIFI ' ATION. REPRESENTATION AND
WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of
Provider's execution of this Agreement and so 1 ng as this Agreement shall remain in full force
and effect, the wage rates and other factual . t 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 terming#-d
pursuant to the provisions hereof.
28. COUNTERPARTS: This Agreement may be executed in three more
counterparts, each of which shall constitute an original but all of which, when tak: together,
shall constitute one and the same agreement.
29. ENTIRE AGREEMENT: This instrument and its attachments constt to the sole and
only agreement of the parties relating to the subject matter hereof and co retly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior . , cements, promises,
negotiations, or representations not expressly set forth in this Agree rent are of no force or
effect.
IN WITNESS NArliEREOF, the parties hereto have c sed this instrument to be
executed by their respective officials thereunto duly authorize., this the day and year above
written.
Al IEST:
Priscilla A. Thompson, City Clerk
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"City"
CITY OF A
corporatio
By:
MI, a municipal
Carlos A. Migoya, City Manager
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"Provider"
ATTEST: Connecticut General Life Insurance Company
Print Name:
Title:
(Corporate Seal)
By:
Print Name:
Title:
(Authorized Corporate Officer
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURAN
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 to enter into an ab eement 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 tie
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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EXIIBIT 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
1. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $.1,000,000
Products/Completed Operations $ 1,000,000
• B. Endorsements Required
City of Miami 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 $ 1,000,0
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 a ident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disase, policy limit
V. Professional Liability/Errors and Omissjons 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 cayfceIlation or
material change from the insurer not less than (30) days prior to any such, ancellation or
material change.
.Companies authorized to do business in the State of Florida, with the fo1l. wing qualifications,
shall issue all insurance policies required above:
The company must be rated no Less than "A" as to management, and no ess than "Class V" as to
Financial Strength, by the latest edition of Best's Insurance Guide, pub ished by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or ertificates of insurance are
subject to review and verification by Risk Management prior to insu ance approval.
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EXIIIBIT E
COMPENSATION
(To be provided upon document execution)
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EIBIT F
CORPORATE RESOLUTIONS
AND EVIDENCE OF. QUALIFICATION TO DO. BUSINESS IN FLO
(To be provided upon document execution)
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