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HomeMy WebLinkAboutSCRIVENER'S ERROR MEMO FOR EXHIBITCITY OF MIAMI OFFICE OF THE CITY ATTORNEY MEMORANDUM TO: Priscilla A. Thompson, City Clerk FROM: Maria J. Chiaro, Deputy City Attorney e• DATE: October 6, 2011 RE: Scrivener's Error -December 16, 2010 City Commission Meeting Resolution No. 10-0555 File No. 10-01333 Please be advised that the Professional Services Agreement attached to Resolution No. 10-0555, adopted December 16, 2010, contains a scrivener's error in Section 3 of the Terms, entitled "Option to Extend". The section states that "City Commission approval shall not be required as long as the total extended term does not exceed four (4) years". The section should read as follows: "City Commission approval shall be required for each extension period." The Professional Services Agreement has been modified to reflect this correction. Attachment(s) cc: Gisela Rodriguez, Administrative Assistant II /0- 01333 — Sc=vErrief?',5 Ego( rnErno PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida and Connecticut General Life Insurance Company This Professional Services Agreement ("Agreement") is entered into this day of , 2011 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 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 Medical Stop Loss Insurance Services (RFP 244233) 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 Agreementas attached Exhibit "C". The Provider's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "D". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) Professional Services Agreement with the Scope of Work; (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals; and (4) Connecticut General Life Insurance Company, response to the Request for Proposals. 2. TERM: The initial term of this Agreement shall commence on the Effective Date and shall Continue in effect for an initial term of one (1) year. OPTION TO EXTEND: The City shall have four (4) option(s) to extend the term hereof for a period of one (1) year each, subject to availability and appropriation of funds. The City shall exercise its right to extend the term hereof by giving Provider at least thirty (30) days written notice prior to the expiration of the previous term. City Commission approval shall be required for each extension period. 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 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. Medical Stop Loss Insurance Services (RFP 244233) 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 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 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 ancVor 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 Medical Siop Loss Insurance Services (RFP 244233) 5 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 FEDE1RAL, 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 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 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 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 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 Medical Stop Loss Insurance Services (RFP 244233) 8 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 Medical Stop Loss Insurance Services (REP 244233) 9 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 Medical Stop Loss Insurance Services (RFP 244233) 10 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 perfoimance 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. Medical Stop Loss Insurance Services (RFP 244233) 11 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 Medical Stop Loss Insurance Services (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 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 Medical Stop Loss Insurance Services (RFP 244233) 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 writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Yesenia Sanchez - CGLIC 1751 Sawgrass Corporate Parkway Sunrise, FL 33323 Johnny Martinez, P.E. City Manager 444 SW 2" Avenue, 10th Floor Miami, Florida 33130 Medical Stop Loss Insurance Se ces (RFP 244233) 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 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. Medical Stop Loss Insurance Services (RFP 244233) 15 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 Medical Stop Loss Insurance Services (RFP 244233) 1 6 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 govemmental 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. Medical Stop Loss Insurance Services (RFP 244233) 17 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 Medical Slop Loss Insurance Services (RFP 244233) 18 under this Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 28. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez, P.E. City Manager Medical Stop Loss Insurance Services (RFP 244233) 19 "Provider ATTEST: Connecticut General Life Insurance Company By Print Name: Print Name: Scott Evelyn Title: Title: President & General Manager, CIGNA HealthCare of Florida APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney Calvin Ellis Risk Management Director Medical Stop Loss Insurance Services (RFP 244233) 20 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 perfol ming 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; Medical Stop Loss Insurance Services (RFP 244233) 21 EXHIBIT A Request for Proposal No. 149127 and All Addenda thereto (To be provided upon document execution Medical Slop Loss Insurance Se 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 Slop 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 General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami included as an Additional Insured 11. 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