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HomeMy WebLinkAboutExhibit 1-SUBRFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Aon Consulting, Inc. This Professional Services Agreement ("Agreement") is entered into this day of , 2011 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and Aon Consulting, Inc., (Provider) a Delaware Corporation qualified to do business in Florida whose principal address is 1001 Brickell Bay Drive, Suite 1000, Miami, Florida 33131 ("Provider"). RECITALS: WHEREAS, the City issued Request for Qualification No. 260247 on January 12, 2011, (the "RFQ", attached hereto, incorporated hereby, and made a part hereof as Exhibit F) for the provision of Health Benefits Consulting Services and Actuarial Services, ("Services" as more fully set forth in the Scope of Work "SOW" attached hereto as Exhibit A) for the Risk Management Department and Provider's proposal ("Proposal", attached hereto, incorporated hereby, and made a part hereof as Exhibit B), in response thereto, has been selected as the lowest cost provider 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 RFQ 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 1 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT 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 RFQ is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". The Services are hereby incorporated into and made a part of this Agreement as attached Exhibit "A". The Provider's Response dated, May 19, 2011, is hereby incorporated into and made a part of this Agreement as attached Exhibit "B". The Provider's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "C". The Provider's Compensation 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 Qualifications; (3) Request for Qualification; and (4) Provider's e-mail Correspondence dated May 19, 2011 acknowledging scope of services and pricing component of services. 2. TERM: The initial term of this Agreement shall commence on the Effective Date and shall Continue in effect for an initial term of One (1) year. 3. OPTION TO EXTEND: The City shall have one (1) option(s) to extend the term hereof for a period of one (1) year, 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 2 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 two (2) years. 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 Scope of Work 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 perfoiivance 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. 3 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 "D" hereto, which by this reference is incorporated into and made a part of this Agreement. Pricing for services for the first year of this agreement shall be for a stipulated sum of $150,000 per annum less any adjustments. If City elects to extend Agreement, Provider has agreed to accept a stipulated sum of $150,000 plus an additional 3% Cost Increase Cap applicable in the second year less any adjustments. B. Provider shall invoice the City on a quarterly basis in a sufficiently detailed invoice documenting all services provided each quarter. Invoices 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. Such invoices shall be addressed and sent to the Director of Risk Management, City of Miami, 444 S.W. 2nd Avenue, Miami, Florida 33130. C. Payments 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. Provided services shall be deemed to meet with the City's satisfaction as determined by the Director of Risk Management when specified elements as outlined and defined in Exhibit A Scope of Work are completed or substantially completed in a professional and prudent manner by a properly licensed insurance professional. D. 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 4 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. E. City shall retain the right to withhold final quarterly payment until all specified elements as outlined and defined in Exhibit A Scope of Work have been fully completed to the satisfaction of the Director of Risk Management unless the completion of such elements is beyond the control of the 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 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 5 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 fmal 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 RFQ, 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 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 6 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 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 7 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 shall indemnify, defend and hold harmless the City, its officials and/or employees and against (i) any civil actions, statutory or similar causes of action, claims, suits, injuries or damages arising or resulting from the Provider/Consultant's services, actions or omissions under this Agreement, even if it is alleged that the City, its officials and/or employees were negligent, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employees, 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 8 RFQ NO.260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 teiniination 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 bome solely by Provider throughout the duration of this Agreement and that this provision shall survive the tenmination 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 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 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 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 10 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 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. 11 RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 13. INSURANCE: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 "C" and incorporated herein by this reference. The City RFQ number and title of the RFQ 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. 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 12 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 teiui 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 team 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 daysin advance of such expiration. In the event that expired certificates are not 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 13 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (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 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 14 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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: Richard S. Kaufman Vice President Aon Hewitt Consulting 1001 Brickell Bay Drive, Suite 1000 Miami, Florida 33131 Tony E. Crapp, Jr. City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 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, 15 RFQ NO.260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 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, 16 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. 21. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by 'such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 17 RFQ NO. 260247 Health Benefit Consulting Services &Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 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. 18 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 teiinination. 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 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. 19 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr., City Manager "Provider" ATTEST: Aon Consulting, Inc. 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 0. Bru City Attorney Gary S. Reshefsky Risk Management Director 20 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CORPORATE RESOLUTION WHEREAS, Aon Consulting, Inc., a Delaware 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; 21 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A SCOPE OF WORK Situation;and Plan"Analys►s.and Strateg►cPlann►ng e Review workforce needs and trends to develop a benefits program that supports the City's overall objectives Annually ■ Compare current benefits program to national and peer group benchmarks Annually e Conduct situation analysis and establish a process to: o Contain and/or reduce current cost trends o Optimize vendor and network performance o Improve the health and productivity of the workforce o Increase provider quality and improve clinical outcomes o Identify short and long term benefit plan objectives o Determine those benefit programs that are necessary to recruit and retain talent o Create an equitable and competitive employee/employer cost sharing structure o Enhance employee appreciation and satisfaction of benefit programs Quarterly ■ Perform financial modeling of possible program modifications and identify the implications to administration and communications Annually • Meet with Senior Executives and Human Resources staff to review plan performance, discuss recommendations and to implement strategy Quarterly Renewal, Market►ng, Vendor Select►on and In lslementation Services • Request and coordinate renewal activities with all vendors o Medical/ Stop Loss o Prescription Drug o Dental o Vision o Life and AD&D . o Disability o FSA/COBRA o Elective Benefits —Alternate benefit options including Retirees Annually ■ Quantify financial impact of renewal and negotiate any variance between renewal and pre -underwriting projection Annual) y 0 If necessary, market benefit programs (RFP) to mutually agreed upon vendors o Draft RFP with requested bid specifications o Coordinate RFP release to market o Respond to carrier questions and data requests o Negotiate best and final offers o Work with City of Miami Procurement Department on process Annually (if necessary) �■ Prepare and present a detailed marketing and renewal report including: Annually (if necessary) 22 RRQNO. Z6O247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT |3ASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. " = o Total and itemized costs o Rate guarantees o Objective and actuarially -valid network discount analysis o Provider disruption analysis o Service capabilities o Performance guarantees o Benefit designs and variances o Carrier financial ratings Prepare final marketing report Arrange for and conduct finalist meetings � � " Conduct vendor site visits As Needed " Conduct pre -implementation audit for nevv self -insured ' medical vendors As Needed " | Manage implementation process o Review and negotiate final agreements and contracts to ensure they conform tobid specifications o Review all vendor provided employee communications, SPDsand benefit booklets o Coordinate the administrative set-up between the employer and vendors for reporting, bi||ing, banking and data transfers o Assist with the completion and review of all required applications and other documents aoneeded tobind coverage o Manage apost implementation debriefing with vendors to discuss performance and needed areas for improvement Annually | (if / ` ' | | Prepare and submit Executive Summary offinal decisions Annually 4naysva^11147anag=�vxevfa»»qpp ^»gvom��^/o,p*a.e;/x��a'sxms,/zz��ase |° " ° " " " " Develop budget projection, including large claim probability modeling Calculate pre -renewal projection Calculate accruals and COBRA rates for self -insured plans Review stop loss contreot deductible ' points for adequacy Develop employee contributions and contribution strategies Evaluate alternative funding options Plan design modeling Annually (if ` ' " Develop Incurred But Not Reported reserves Quarterly (if necessary) |= � � ' Financial reporting pmckage`: o Month bvmonth paid claims segregated bymedical, dental and pharmacy o Month bymonth enrollment o Actual plan expenses compared to budget o High claimant activity report including age. gender. re|otion, diognoaia, paid claims amount and plan option elected o Historical cost trend analysis o Analyze carrier/TPA financial accounting ofplans Monthly Based ondata availability 23 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lrf o Reconciliation of premium and claims o Analysis of insurer manual and experience rated components as applicable ■ Emerging and projected cost analysis based on historical paid claims and current market trends Quarterly m Comprehensive Medical/Rx utilization management report detailing cost drivers by: o Type of service o Service setting o Diagnostic category o Network utilization o Utilization review effectiveness o Drug utilization Quarterly On oniService & VendorMa age ■ Facilitate service meetings with vendors to address issues/problems and measure results against performance standards Quarterly ■ Provide daily assistance in resolving vendor service issues o Claims o Billing o Eligibility o Coverage appeals Ongoing ■ Meet as needed to review financials and to discuss/review other open items Ongoing ■ Review vendor proposed updates to contracts, SPDs and benefit summaries for accurate terms, plan requirements and plan design Ongoing • ■ Monitor and report on carrier financial ratings for contracted vendors At renewal, marketing and stewardship i ■ Coordinate benefit decisions and plan details with vendor(s) o Plan design decisions o Facilitate meetings/conference calls between vendors Ongoing ■ Develop and manage implementation schedule for any plan changes and/or service changes Ongoing �■ Manage vendor participation in annual enrollment process Annually �® Coordinate with communications resources in the creation and review of open enrollment materials o Participate in employee education and enrollment meetings at each City of Miami site Annually AccountManagenen#' .....; ■ Completion of stewardship report o Review prior year accomplishments vs. objectives o Provide industry overview and benefit trends o Develop goals and objectives for upcoming year Annually ■ Meet with your staff to discuss issues, open items and industry trends Quarterly or as needed ■ Complete an action plan and update regularly Ongoing Compliance and Regulatory Support ■ Compliance review of SPD benefit provisions, contracts, Ii_ __ agreements and plan documents Monthl y 24 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Prepare required Summary Annual Reports • Health and Welfare Plan Documentation Limited Review As needed • Provide legislative alerts Resources: Ongoing Customized Employee Comrriunicatons • Custom communications (Printing Additional Cost) o Professionally developed enrollment guide drafting (2, 4 or 8 page) Annually ■ Online benefits website o Provide detailed explanations of benefits and HR policies Ongoing and as requested Clinical;5upport .,. Physicians/Nurses/Pharmacists ■ Utilization management performance review ■ Inpatient vs. outpatient usage • Benefits paid by provider • Benefits paid by diagnostic code • Demographic trends • High cost claimant analysis • Recommend interventions to contain/reduce cost Semi-annual or as requested I. Wellness o Evaluate opportunities for wellness intervention programs o Identify proper risk measurement and management tools o Develop wellness programs o Wellness vendor review and selection o Leverage vendor capabilities o Provide wellness website and tools o Develop culturally appropriate participation incentives ... _ „ Elect►ve. Benefits.Revie`' ■ Obtain cost for new products and services as requested ■ Utilization review services, EAP, Long term care etc. scrip ion rug Value Ongoing .1.111111011 Ongoing and as requested • Review of PBM contracted pricing, negotiation and implementation Ongoing and as requested 25 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT B Proposed Proposal dated and any modifications/addenda thereto From: Leticia Borges <leticia.borges©aonhewitt.com> To: Reshefsky, Gary Sent: Thu May 19 14:10:05 2011 Subject: FW: Health Benefits Consulting Services and Actuarial Services - City of Miami Scope of Services Good afternoon Gary, Once again, thank you for inviting Aon Hewitt to be a part of this process. We are very excited to position our best brokerage and consulting resources and innovative tools before the City of Miami. We have carefully reviewed the Scope of Services attached and we stand behind our proposed annual fee of $150,000 for each of two years with a cap of 3.0% increase on the second year to provide all of the services listed. Moreover, and to demonstrate our desire to partner with the City of Miami, we are willing to include a few additional services that we will perform as part of our proposed fee of $150,000: • Participation in Aon Hewitt's Annual Health Care Survey, Talent Survey and Benefits Survey. For each survey, the City of Miami will receive customized reports where the City's information is compared against national, regional, industry and organization size segmentations. • Participation in Aon Hewitt's Salary Increase Survey with participant report • A customized benchmarking report specific to the City of Miami comparing your information to our database of over 14,000 national plans. The report identifies trends within industries, geographic areas' and employer sizes. • Health Care Strategy and Health Care Reform consulting • Access to our in-house compliance attorneys • Actuarial modeling tools which evaluate different deductibles, out-of-pocket maximums, co - payments and changes in provider discounts to assess the impact of design changes on plan costs. • A Health Value Initiative analysis for the City of Miami that measures health plan financial efficiency and plan performance (clinical quality, organizational stability, administrative quality) • Feasibility analysis on joining Aon Hewitt's Prescription drug coalition purchasing program. • Access to our HRCI approved learning modules for Human Resources professionals. Learning modules include: o Diversity In The Workplace, o Code of Conduct, o Workplace Harassment o Interviewing and Hiring Practices o Employment Management o Compensating Employees o Offers, Contracts and Exit From The Organization Gary, our response is intended to demonstrate our desire to providing quality, fee efficient, and timely services. More importantly, we hope it demonstrates our commitment to partnering with the City of Miami and your management team. Please let us know if we can assist in any way as you work through the final stages of the selection process. Again, thank you for the opportunity! 26 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services Warm Regards, Leticia Leticia Borges I Vice President Aon Hewitt 1001 Brickell Bay Drive i Suite 1000 i Miami, FL 133131 t 305.961.5923 I f 305.961.5901 m 305.496.1129 Leticia.Boroes(M.aonhewitt.com I www.aonhewitt.com THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 27 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services EXIIIBIT C THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 28 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 29 RHINO. 260247 Health Benefit Consulting Services & Actuarial Services EXHIBIT D THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. COMPENSATION First Year Annual Compensation shall be for the stipulated sum of $150,000 less any adjustments based upon satisfactory performance as determined by the Director of Risk Management of the defined Scope of Work contained in Exhibit A. II. If City elects to favorably extend the Provider's contract for a second year, the total annual compensation will be for a stipulated sum of $150,000 plus a maximum of a 3% cost increase cap less any adjustments, and will predicated upon the continued satisfactory performance of the Defined Scope of Work contained in Exhibit A. III. Provider agrees to place at risk $15,000 in fees if Provider is unable to reduce the City's Life and Disability rates. by at least 8% during the course of the first year's engagement. If the 8% reduction is not achieved, $15,000 will be subtracted from the Provider's final quarterly payment. IV. Predicated on the City's favorable determination to extend Provider's contract term for an additional one (1) year term, the Provider agrees to place at risk $15,000 if Provider is unable to successfully design and implement a wellness program that attracts the participation of at least 20% of eligible employees during the course of the first 18 months of Provider's engagement. If the 20% reduction is not achieved, $15,000 will be subtracted from the Provider's fmal quarterly payment in tie second year of engagement. 30 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 31 RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT F Request for Qualifications No. 260247 and All Addenda thereto (RFQ Document Attached) 32 KENNETH ROBERTSON Chief Procurement Officer '' THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ADDENDUMfNO. 1 TDNY E. CRAPP, JR, City Manager RFQ No. 260247 January 25, 2011 Health Benefits Consulting Services and Actuarial Services —'TO=AL-L—PROS RSCTNE-BIDDERS: The following changes, additions, and clarifications amend the RFQ Documents of the above captioned RFQ, and shall become an integral part .of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. 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. Section 2.3. EVALUATION/SELECTION •PROCESS AND CONTRACT AWARD is amended as follows: (9) 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 in 'substantially the form attached (refer to Exhibit A). as deemed appropriate by the City Manager. The City Attomey's Office will provide assistance to the City Manager or designee during the negotiation' of the Contract and must approve the Contract as to legal form and correctness. Section 2.10. INSURANCE REQUIREMENTS is amended as follows: IV. Employer's Liability A. Limits of Liability 490 999 S1.000.000 for bodily injury caused by an accident, each accident S100,000 S1.000.000 for bodily injury caused by disease, each employee $500,000 31.000.000 for bodily injury caused by disease, policy limit Additionally, please find below Questions from prospective bidder and the City's Answers to those Questions . received before the stipulated due date: Q1. Please identify the City's current Health Benefits and Actuarial Consultant(s). A1. Gabriel, Roeder, Smith & Company ("GRS") Q2. How long have they served the City? A2. More than 3 years Q3, a. What are the fees the current consultant(s) is receiving on an annual basis and what does this include? b. Are additional commissions paid on top of these fees? A3. a, Consultant works on an hourly oasis on projects as assigne b. No Commissions are earned. Q4.. Please provide the current billing rates charged by the current consultant(s). A4. Current billable per person are as follows: Senior Consultant — 290.00/hr Senior Analyst — 220.00/hr Consultant — 236.00/hr Pap] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Addendum No. 1 RFQ 260247 Q5. Haw many hours did.the consultant(s) charge for last plan year? A5, $303,556;50 for theplan year 1/1/10 to•12/31/10, Q6. Why are the Health Benefits and Actuarial services out to bid? Are there service considerations that • the City hopes to addressthrough this RFQ process? A6. The existing contract is due to expire. Q7. Are the services requested in the RFQ of similar scope to those currently being provided? A7, Yes Q8. Please -provide -an -employee -and -retiree -handbook outlining -the -benefits -covered in this RFQ. AB. Refer to the attached, marked as Exhibit D. 09, When was the last time your benefits programs were bid? Are you looking to bid your programs in the near future? ••------•-A9--The-last-R•FQ-for••these-services-was-issued-on2006--RFQ 260247 is -for -the -replacement -contract, Q10, What steps has the City taken to address compliance and strategic planning for Health Care Reform? A10. City has recently introduced a new health care plan compliant with Health Care Reform. Q11. Please provide example of recent projects under the health actuarial sub -categories (Appraisals, Cash Flow Testing, Expert Advice, Witness and/or Testimony, Financial Analysis, Projections, and Reporting, Group Benefits for Retired and Active Employees, and Product Development / Ratemaking / Pricing). All. City recently consolidated health plans into one POS plan and utilized many of the above listed processes. • Q12. For Cash Flow Testing, what lines of coverage would this be done for (medical only, disability only, both, etc.)? Al2, At options may be explored. Q13, For Expert Advice, Witness and / or Testimony, please provide clarity on the subject matter that we are being ask to describe. A13. Group Benefits programs. Q14. What types of risk classification systems does the City currently use? A14. Various (question is not specific enough) Q15. Is the City currently employing any type of Enterprise Risk Management approaches? If so, what? A15, Yes, the City is carefully evaluating its entire cost of risk across the organization Q16. Please provide examples of what types of projects are anticipated / expected under Health Actuarial, Item 6, letter i (Provide Analysis of Medical Economics of Health Care Mechanisms, Provider Staff Models, Modeling Claims Expenses along Clinical Lines, Comparative Utilization Analysis / Profiling from a Provider Perspective). A16. Cost evaluations and cost sharing structures that minimize the City's Total Cost of Risk Q17. When did the City conduct its most recent GASB 45 valuation? What frequency does the City anticipate for the further GASB 45 valuations? A17. The last GASB 45 valuation was conducted on 9/30/10. A full valuation is done every two years and an update in the in-between year. Q1B. a. What Other Post -Employment Benefits (OPEB) does the city provide beyond retiree medical (if any)? b. How many different retiree medical plans or options are provided to retirees? A18. a, Medical and Dental benefits are offered to retirees by the City. b. There is a Core P05 plan and an Out of Area Plan available with limited participation. Page 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Addendum No. 1 .RFQ 260247 019. Which firm(s) is/are the current actuary(ies) for the City's pension plan(s) and OPEB program, and for how long? A19. GRS'provides actuary services on our OPEB liability. Another City Department engages the Pension actuary. 020, 1MII the current actuary(ies) be proposing on this RFQ? A20. We have no knowledge of who would.be responding to an RFQ until the solicitation closes. Q21, Why is the. City requesting qualifications at this time? A2-1. RefeF-to-Q6. 029. Is the City looking A29. No, 072. Is there a requirement to request proposals on a periodic basis? A22. No. Q23--Is-there•a-•problem-er-dissatisfaeiion-with-the-current-actuary(ies)-and-if-so-please-elaborate-(i.e., fees, response time, quality'of service, other)? A23. No, 024. Please provide copies of all the invoices from the current actuary(ies) for the last two years. • A24. This information is not available at this time. Q25. Please provide copies of the most recent Actuarial Reports for each of the pension plans and OPEB program reflected in this RFQ (Le., General Employees, Police & Fire, Supplemental, OPEB etc.). A25. Attached are the most recent OPEB reports, marked as Exhibit B and Exhibit C. Q26. Who is the incumbent health benefits consultant? A26. Refer to Q1. Q27. How long has the incumbent been providing services to the City? A27. Since October 12, 2006. 028. How much has the City paid in fees beyond actuarial work for each of the last three years? A28. More than 8200,000 per year. • Q30. Who is the TPA? Who is the Stop Loss vendor? for guaranteed fees for the next five years? A30. Cigna. • Q31. Are we expected to analyze coverages other than medical? A31. Yes. • Q32. The scope of this RFP is rather broad. Are we required to provide specific project pricing information at this stage considering that the information provided does not define project size, frequency or complexity (e.g., as mentioned at the top of the Certification Statement, page 2 of 36). A32. There is no Fee Proposal required at this time under this solicitation. Pursuant to Section 3. Specifications/Scope of Work, the City of Miami is seeking to pre -qualify proposers, based upon their credentials, experience, and expertise. At the time of need, the City will select a qualified proposer from a'Cateao ' on an as needed basis to -perform re•uired services. Q33. Please confirm that proposers are to submit-1 original + 7 copies of our response, all hard copy -as noted on page 34 of the RFP. Please clarify how this requirement differs from Section 1.61 (G), page 16. A33. Section 4.1. Submission Requirements takes precedence over Section 1.0. General Terms Conditions. Therefore, "one (1) original and seven (7) copies" are required. Page 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RFQ 260247 Addendum No. Q34. Do proposers need to provide each of submission requirements 1-13 outlined in Section 4 for each Category we wish to be considered•for?'E,g., If we -are proposing for 4 of the 5 categories, do we have 1-13 for A; 1=13'for B, '1-13 for C.and 1-13 for D? Or, can we provide 1-13 one time, and provide 'per category' when applicable? A34. 'Pursuant to'Section 4:1,'Submission Requirements, provide Sections 1-13 one time, and provide 'per category', when:applicable. 035. Willit be necessary to respond to each Item in Section 3.3 Scope of Work, or can we acknowledge that we are able to'provide all the things listed and note any exceptions. A35. Please refer to Section 4.1. Submission Requirements. Q36. Under Section 3.3 - A. #3, Will the City.be sending the data to the XXX-to•verify? Can you explain what it is that the Gity.is asking.the XX to verify? A36. Yes. Pursuant to normal consulting services. ------ —Q37-- n-Section-471-Submission-Requirements-#11•-on-page-357-we•would-like-te-know-whatthe-referenee----- on the client's letter head needs to say. For example, can they just submit a note saying that they would behappy to provide a reference for us and these are the following services GRS performs, or will they need a full description of the services we provide then provide a rating on the services? A37. The letters of reference need to be on the 'letterhead of the firrn providing the reference, indicating the type of services provided to them by the proposer. • Q38. Do you need the Occupational license number, agency and expiration date from us? A38. Yes. Please refer to Section 4.1. of the RFQ and note that only hardcopy submittals to this RFQ will be accepted. .When you print the RFQ document these "header attributes" questions will be part of the documents to be submitted with your response. Q39. Sec. 3.3, A., 11. - Please indicate those specific benefit plans that would have a plan year different from a calendar year. A39. None. Q40. Sec. 3.3, A., 12. - The beginning of the requirement appears to be asking us to evaluate the TPA' based on several factors. You then ask for several reports that you or your staff think will help you justify the performance of the TPA. Is that the objective of this expected service? • A40. To be determined. Q41. Sec. 3.3 , A., B., C., etc. There seems to be a fair amount of overlap and redundancy in the services requested in these sections. Is that intentional? Can you please list the actual instances over the past two year where you actually used a Life Actuary and what•the specific project was? A41. None that we are aware of, but the City would like to qualify a consultant in the event such service Is needed, • . . • Q42. Sec. 2.12 Subcontractors. Please specifically list the information we are to give you on• any subcontractor we would chose to use in responding to the services requested in •Sec. 3.3, A. If we include the list of items in the last sentence of the 2"d paragraph of Sec. 2.12, will that be sufficient for your purposes? A42. Yes. Q43. Please confirm that, if we feel that we cannot provide one or more of the services under one of the categories of services listed in Sec. 3.3, that we would indicate the exception on the Certification Statement beginning on page two of fn`e RFQ: Also, we are assuming tha we will not au omatrcally be disqualified from consideration because we cannot perform some of the many services required under each category of service. If we are wrong on this assumption, please let us know. A43. Exceptions to the Specification/Scope of Work must be listed in the response and shall reference the section. Please refer to Section 1.35. for additional information regarding exceptions to General and/or Special Conditions or Specifications. Page 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Addendum No. l .Q44. Sec. 3;3, B.; 1. — Please define what you mean by "Appraisals". Please put It in context for us. Give us an example. • • A44. This is a heading for the subcategories that immediately follow. Q45. Sec. 3:3,:B., 2. — Please define what you mean by "Cash Flow Testing". Please put it in context for us.` Give us an -example of<past service ; performed in this'erea. Are you simply asking'for the tracking of surplusldeficitsituation within a;given benefit plan? A45. Correct. Q46, Sec. 3.3, B., .2. Please give us an example of. what you mean by "Investment Strategies" and a. practical -application -in -your -current benefit-plans-(or-future-benefit=plan). A46. This may have-applicabilityon•future reserves. Such services are not currently utilized Q47. Sec. 3.3, B., 4 (a) -What do you mean by " account for"? Do you mean track? A47. Yes. Q48, Sec. 3.3, B., 4 (1) - Please•complete sentence. A48. Section 3.3.; B., AG) should read as follows: (j) Recognize .Actuary's Responsibility to the Auditor in Connection with Preparation of Financial Reports and audits. • Q49. Sec. 3.3, B., 6 (a) — Please dense "Risk Classification Systems" as used in the.description. We really • need more input on the service you are requesting and practical application. A49. . Typical services related to the City's benefits plan. Nothing out of the ordinary is being requested. Q50. Sec. 3.3, B., 6 (h) - Please define generally what you mean by "Long Term Care" products to make sure we are on the same page. You may want to reference a product you have looked at in the past. A50. General LTC products. The City does not currently offer any. Q51. Can we get an outline of the current benefit programs offered by the City to employees and that fall under this RFQ, an estimate of the participation under each and the vendor currently administering • the program or providing insurance for the program? A51, Refer to Q8. • Q52. Nothing was said in the RFQ about compensation. Do you have any guidance to give regarding your preferences concerning how we are to be paid?.Are the current arrangement(s) available for review? Can you provide them to us? Please confirm that all compensation is to be based on a fee or retainer basis. Please confirm that no soft dollar compensation, for example through any type of commission arrangement, will be allowed. A52. Please refer to Q32, and Q. Hourly rates are currently utilized. Commissions or flat fees may also be explored. 053. We are a national consulting organization and, as such, have clients in many states throughout the country. If we cannot meet the Minimum Qualifications (Sec. 2.7 (a) locally, we are assuming we will be considered if we can meet them by listing appropriate clients that we handle within our system nationally. Please confirm that our assumption is correct. A53. There is no "local" requirement specified under Section 2.7. (a). ALL OTHER TERMS AND CONDITIONS OF THE RFQ REMAIN THE SAME. Sincerely, RFQ.260247 KR:ms c: Bid File X'nneth Robertso Crtief Procurement Officer Pain 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City Request for Qualifications (RFQ) Purchasing Department Miami Riverside.Center 444 SW 2^d Avenue, 6W Floor Miami, Florida 33130 Web Site Address: http://ci.miami,11.uslprocurement RFQ Number: Title: Issue Date/Time: RFQ Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 260247 Request for Qualifications for Health Benefit Consulting Svcs & Actuarial Svcs 12-JAN-2011 01/31/2011 @ 10:00:00 Friday, January 21, 2011 at 5:00 p.m. Suarez, Maritza City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US • msuarez@ci.miami.fl. u s (305) 400-5025 Page 1 of 36 THIS DOCUMENT IS A SUBSTITUTION • TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 anypart 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 18-107 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 submitter. Please print the following and sign your name: SUPPLIER NAME: ADDRESS: PHONE: FAX. EMAIL: SIGNED BY: TITLE: DATE: BEEPER: FAILURE TO COMPLETE. SIGN AND RETURN THISEORM SHALL DISOUALIFY THIS BID, Page 2 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Occupational License Number: 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. Page 3 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 Table of Contents Terms and Conditions 5 1. General Conditions 1.1: GENERAL TERMS AND CONDITIONS 5 22 2. Special'Conditions' 22 2.1. PURPOSE 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL 22 INFORMATION/CLARIFICATION 2.3. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 22 • 2.4:TERM OF CONTRACT .23 23 2.5. CONDITIONS FOR -RENEWAL .23 2.6. NON -APPROPRIATION OF FUNDS23 2.7. PROPOSER'S MINIMUM QUALIFICATIONS 24 2.8. CONTRACT EXECUTION - 24 2.9. FAILURE TO PERFORM 24 2.10. INSURANCE REQUIREMENTS 24 2.11. CONTRACT ADMINISTRATOR 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 25 2.13. SPECIFICATION EXCEPTIONS 25 2.14. TERMINATION 26 2.15. ADDITIONAL TERMS AND CONDITIONS 26 2.16. PRIMARY CLIENT (FIRST PRIORITY) 26 2.17. UNAUTHORIZED WORK 26 2.18. CHANGES/ALTERATIONS 26 2.19. METHOD OF PAYMENT 27 2.20. ADDITIONAL SERVICES 27 2.21. WORK ASSIGNMENTS IDENTIFIED BY THE CITY 2.22. LIMITED CONTRACT EXTENSION 27 2.23. RECORDS 27 27 2.24. TRUTH IN NEGOTIATION CERTIFICATE 27 3. Specifications 78 3.1. SPECIFICATIONS/SCOPE OF WORK 34 4. Submission Requirements 34 4.1. SUBMISSION REQUIREMENTS 36 5. Evaluation Criteria 36 5.1. EVALUATION CRITERIA Page 4 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 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 of S25,000.00 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 theseller 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 Cityreserves 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) altemate 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•reaover its costs and reasonable attomey's fees through and including appellate litigation and any post judgment 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 are 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, papers and records pertinent to the Contract for Page 5 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 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.'AVAILABIL ITY OF:CONTRACT STATE-WIDE -Any Governmental, not -for -profit or quasi-governmeatal•entity rn'.the State of Florida,may:avail itself of this contract and purchase any and all goods/services,:spedified`herein'from the successful bidders)/propaser(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 issueits own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder'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, amendmentor 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 form 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 contract involves 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 RFLL, 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 fumished 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. 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 Miami, 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 Page 6 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 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'retumed to unsuccessful bidders/proposers within ten (10) days after the award andsuccessful bidder's/proposer's acceptance of award. If sixty(60) days.have passed. after.' the date ofthe;formal solicitation closing date,,and•rio 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 annulmentof the award and the forfeiture of the Sid"Security to'the City, which forfeiture shall be considered, notas 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, orbidder/proposer catalog numbers are specified, it is•forthe•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. Whenbidding/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 make, 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 contactor 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 - It 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. COLLUSI ON —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 pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances 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. Page 7 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). 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. Conflict 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. Implemented 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 IFBs (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 IFB 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. Page 8 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 This language is orily.a summary of the keyprovisions of the Cone of Silence. Please review City of. Miami Code Section. I8-74'forra complete and thorough description of the Cone of Silence. You may contact the City Clerkat305-250-5360,'. to obtain a copy of same. .1:21. CONFIDENTIALITY -:Asa political subdivision, the City of.Miami is subject to.the:Florida • Sunshine Act and'Public Records Law:'. If this Contract/Agreementcontains 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, byrespondingto this Formal' Solicitation, certify that to the best of their.knowledge orbelief, 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 harmlessfrom anyand:a11"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 bome by the B i dder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 1S-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 fora 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: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or stbcontract, or incident to the performance of such Contract or 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 nonresponsibiiity. 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•ftne is due and owing to the city. Page 9 of36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 (9) Any other causejudged 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 not: anyof its. principal `owners or.personnef have been convicted of any of the viola•tions 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'CityManager shall render a written' decision stating`the reasons for the debarment or suspension'%'A copy of the•decision shall be provided prompt/ to the Contractual Party, along with a notice of said party'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 snspended•vendor.list may not submit a response on a contract to provide goods or services to a public entity, may not submit aresponse on a-connectwith 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 workasa 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 famish 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, if the 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. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Fonnal 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. Page l0 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 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 swill be incorporatedin the Formal Solicitation. andwiill become,part of the purchase agreement(contract documents). The City. will not be responsible for any oral instructions; clarifications, or other communications. •A.Order ofPrecedence —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. I) Addenda (as applicable) . 2) Specifications 3)'Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane 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. 132. 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 RFL1s, 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 extenfthat 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 tow 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 contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm 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 Debarment and Suspension Ordinance. Page 11 of36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 C. .'Determination of Responsibility • 1) .Responses•will only be considered from entities who are regularly engagedin the business of providing the goods/equipment/services required by the'Fotmal Solicitation. Bidder/Proposer must be able to' demonstratea-satisfactory.record.ofperformance;andantegrity;.and, have sufficient financial, -material, equipment; facility; personnel resources, and expertise.tameeball•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 m the;industry.as determined by the City. 2) "TheCitymay consider any evidence available regardingthe financial; technical• andother'qualificatlons and abilities of a'Bidder/Proposer;•including past performance (experience) with the City or any other • governmental entity it -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. 135, 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 ofthe resulting 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. 137. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its • response will be firm 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. 135. FIRST -SOURCE HIRING AGREEMENT (Sec. ]S-105) (a) The Commission approves implementation of the first -source hiring agreement policy and requires as a conditionprecedent 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 services. 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 Page 12 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) .260247 training and employment programs, and otherresidents of the city. 1;39.1FLORIDA MINIMUM'WAGE = The' Constitution of.'the State of Florida, ArticleX, Section 24, states that employers shall pay employeewages: no. less than'the minimum wage for all hours worked in Florida; Accordingly, itis the• contractor's,and its': subcontractors) responsibility to understandand comply with this Florida: constitutional minimum wage requirement and par its employees'the current established hourly.minirnum,w. age rate,. which is subject to change or. adjusted by the rate of inflation using the consumerprtceindex.for urbanwage earners and clerical' workers„CPI-V, ; or a successor index: as calculated:by.,the.United States' Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published' by.the�Agency Workforce Innovation on September 30th.ofeach year and take effect on the following `January 1st. At the time of responding, itis 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 pointin'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 rightto 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 made 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, attomey's fees, expenses and liabilities incurred in the defense of any such claims and any resulting Page 13 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 investigation, 1.44. INFORMATI ON AND. DESCRIPTI VELITERATURE —Bidders/Proposer must'furnish all information requ sted'in.the spaces *vide& in the Formal Solicitation. Further,; as may be specified elsewhere,. each Bidder/Proposer mustsubmit Tot evaluation, cuts,sketches, descriptive literature; technical specifications; and Material Safety Data` Sheets:(MSDS)as required; covering the products offered; Reference to literature submitted with aprevious 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 regtiired to beprovided by theContractor under this Contract conform to the terms and conditions of the Formal Solicitation:. Contractor shall make available to the City:•all reasonable. facilities and assistance to facilitate 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:availableuntil such timeas the City provides notice of a decision or intended' decision or within..I O days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be 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 411 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 (Le. 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 temiination of contract/agreement, for which the bidder/proposer must bear full liability. 1.51. MODIFICATIONS OR CHANGES 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 made 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. Page 14 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Request for Qualifications (RFQ) 260247 1:52. NOPARTNERSHIP'OR JOINT VENTURE -Nothing contained:in this Contract will be deemed or construed to create a partnership or joint 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 'Agricutture: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.opemto examination: thereto. in accordance -with 'Chapter I19 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 resultin 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. OCCUPATIONAL 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 1 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, firm, 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/Proposer for any other purposes whatsoever without the written consent of the 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. Page 15 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications'(RFQ) '260247 1:60. PERFORMANCE/PAYIVIENT BOND —A Contractor may be required to furnish a Performance/Payment Bond aspart of the requirements of this Contract; in an amount equal to one hundred percent(100%) of the contract price. 1 61: PREPARATION:OF RESPONSES •(HARDCOPY. FORMAT)-Bidders/Proposers•are expected to examine the specifications, required'delivery, drawings,. and all speciahand•general conditions. All bid/proposed•amounts;•ifrequired,: shall be -either typewritten or entered into the space provided with ink. Failure to do so.will be at the'Bidder's/Proposer's risk., A. Each"Bidder/Proposer shall furnishithe information required in the Formal Solicitation, The Bidder/Proposer shall sign the Response and print in irik or type the name of theBidder/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 shallbe shown, and such price shall include packaging, handling and shipping,.and F.O.B. Miami delivery inside Citypremises unless otherwise specifidd.: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't 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 for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer faits to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final Page 16 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) :260247 acceptance by the City, whichever is later. When -the City is entitled to.a cash discount, the period of computation Will commence on the date of delivery, or receipt of correctly completed invoice, whichever is later.:If an adjustmentin-payment is necessary. due to damage the cash discount period shall commence on the. date final approval• for payment is authorized. Ifa discount; ispart of the contract; but the invoice does not'retlect the existence of -a cash discount, the City is entitled to a cash discount with the period commencing an the date -it is determined by ,the City that &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 remainthe property of the City of Miami. Damages to sucli 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, evehtthat such property is destroyed or declared a total loss, the Contractorshall be responsible for replacement value of the property at'the current market yalue, less depreciatioh 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 panics 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 Iist. 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 119, Florida Statutes,.and.City of Miami Code, Section 18, Article II1, andagrees 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 immediate cancellation of this Contract by the City. 1.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All 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, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than S25,000, the City Commission must 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. Page 17 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications'(RFQ) 260247 (b) Contract dispute decisions. If a dispute is not resolveddbymutual consent, the City Manager: shall promptly rendera•written report stating the reasons for theaction taken' by the City Commissionror the City Manager which:shall be final and. conclusive. A copy of the decision shall bet immediately provided to. the. protesting party, along with'a•notice of such parry's right to'seel: judicial relief,` provided that the,protesting party shall not be entitled to such, judicialrelief without first having followed the procedure set forth in this section. 1.74. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) • (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.Protest 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 ProcurementOffiicer 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 ii. 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 submission to the Chief Procurement Officer at the time of filing the protest shall be permitted 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 Page 18 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 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 cityiattomey, to:settle.and resolve any written protest: :The Chief •P.rocurement.Officershall obtain'the requisitetapprovals:and communicate•said'decisionto the protesting party:and shall submit said decision'to'the City Convnission:within .30 days after' he/she receives•the protest In cases involving more' than'S25,000; the decision of the•ChiefProcurement Officer shall' be submitted.foriapprovalor•disapproval thereof to the City Comrnission•after a favorable• recommendation by the cityattorney an& the'City'Manager. (er 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;providedin subsection (f) with the Chief Procurement :Officer within the time- provided in subsection (a), above; sliall.constitute a forfeiture of such paity'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. Uponreceipt 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. (c) 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 S5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be 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 Tess 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. 1.78. 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 conceming any point shall be regarded as meaning that only the best 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. All interpretations of these specifications shall be made upon the basis of this statement. if your firm has 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 bidlproposal. 1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via Page 19 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE.END OF THIS DOCUMENT. ;Request for Qualifications (RFQ) 260247 the Oracle System or.responses may be submitted in hardcopyformat to the City'Clerk-CityHall;3500 Pan American:Drive,' Miami; Florida:33133-5504,'atorbefore; the: specified closingdateand time as designated in'the'IFB; RFP, RFQ, or•RFLI.:NO EXCEPTIONS. Bidders/Proposers are 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 inaybe;rejected; Hardcopy responses received:at anyother location than the specified shall•be'deemed non -responsive. • Directions to City Hall: FROM THE NORTH: 1-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH7030. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURNRIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICANDR, 'PARKING IS ONRIGHT. FROM THE SOUTH: USI 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 must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.80. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will he 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 convenience; 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 Page 20 of36 THIS DOCUMENT IS'A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Request for Qualifications•(RFQ) 260247 specifications, free of damage or defect, and properly invoiced. No advance payments•of any kind will be made by the City of Payment shall be made after delivery, within 45 days of receipt of an invoice and -authorized inspection and•acceptance of the goods/services'and° pursuantto 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 part 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•imthe,Special Conditions. 1.84. TITLE - Title to the goods or equipmentshail not pass to the City until after the City 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 engaged 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. Page 21 of36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN. BE SEEN AT THE END OF THIS DOCUMENT. Requestfor .Qualifications (RFQ) 260247 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitationis to establish a•contract, for Health Benefit Consulting Services and Actuarial Services, .asspecifiedherein, 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/CLARIFICATION 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 Friday, January 21, 2011 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. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation 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. (5) A Qualification Committee (aka "Committee"), comprised of City staff and the Contract Administrator, and other members as deemed necessary, will review and evaluate all Responses received from prospective Proposers to determine if Proposer(s) meets the minimum qualifications on a per • Category(s) basis. All Proposers who meet the minimum qualifications shall be placed on a Qualification List, per Category, and be'eligible'for consideration for contract award, and it shall be the City's sole discretion to award a contract to any Proposer, based upon that which is in the best interest of the City. (6) The Committee will evaluate each Response.based on qualifications and submission of required documentation and information, per Category; 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 agreement(s) on an as needed basis with any of the firms qualified under the categories of expertise depending on the specific health benefit consulting and/or actuarial services needs of the City. No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof. (7) 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. (8) The City Commission shall consider the City Manager's and Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recommendation(s)..The City Commission may also reject any or all responses. (9) 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. The City Attorney's Office will provide assistance to the City Page 22 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 Manager or designee during the negotiation of the Contract and must approve the Contract as to legal form andcotrectness: (10) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 'The City 'further reserves the right to add, delete or modify the categories as listed in Section 3.3,.Scope of Work, and identified as "Categories ofExpertise. " . It further reserves the right to add additional qualified Proposers throughout the duration of the contract, depending upon need. 2.4. 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 Iimited to, the following terms: (1) The term of the Contract(s) shall be for one (1) year with an option to renew for four (4) 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. 2.5. CONDITIONS FOR RENEWAL Each renewal ofthis contract is subject to the following: (I) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.6. 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). 2.7. PROPOSER'S MINIMUM QUALIFICATIONS • The following represent the minimum qualification requirements for a Proposer to be deemed responsive and qualified by the City, and Proposers shall satisfy each of the following minimum requirements cited below. Each must be addressed in detail to determine Proposer's responsiveness and if qualified. 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. a) Proposer must be properly licensed to do business in the State of Florida and have performed similar satisfactory services in nature of experience, expertise, knowledge, skills, and abilities for similar or larger size complex agencies on a continuous basis involving the government sector for a minimum of five (5) years. Proposer must meet these minimum requirements for each Category in which it is seeking to qualify. b) Proposer shall have no record of judgments, bankruptcies, pending lawsuits against the City or criminal activities involving moral turpitude nor have any conflicts of interest that have not been waived by the City Commission. c) Neither Proposer nor any principal, officer, or stockholder of Proposer(s) shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to Page 23 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT:: Request for Qualifications (RFQ) .260247 perform faithfully on any previous contract with the City.- • d) For each Cateaonv of Extiertise for which it is seeking to Qualify, Proposer must clearly demonstrateits expertise,. capability, qualifications, and•experience to provide said services: Proposer must provide'all.necessa_ry•documentation-to determine qualifications. Please refer to the above -Sub -Sections a) through d) and Section4.1. Submission Requirements for further details, 2.8,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") 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. 2.9. 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. 2.10. INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence S1,000,000 General Aggregate Limit S 2,000,000 Personal and Adv. Injury S 1,000,000 Products/Completed Operations 5 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured Contractual Liability Waiver of Subrogation II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident S 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation A. Limits of Liability Statutory -State of Florida Waiver of Subrogation Page 24 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Request for Qualifications (RFQ) 260247 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 bydisease, policy limit V. Professional Liability/Errors and Omissions Coverage Combined. Single Liinit • Each'Claitri:• 5 1,000,000 General Aggregate Limit 5 2,000,000 Deductible- not to exceed 10% The abovepolicies shall provide the City of Miami with written=notice of cancellation or, material change from theinsurer 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. 2.11. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with Gary Reshefsky, who shall be designated as the Contract Administrator. 2.12. 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. 2.13. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing Department, 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 Page 25 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT:_. Request for Qualifications (RFQ) ;260247 applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her. subtiiission:_"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/hersubmission. Additionally, bidders must indicate. any options requiring the addition of other options,- as; well as those•which are included as apart 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 items) incompliance with contract specifications. 2.14. 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 penaltyto the City of Miami. In such event the Contractor shall be liable for damagesincluding'.the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when 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. 2.15. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered,: andanyand•all such additional terms 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. 2.16. 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. 2.17. UNAUTHORIZED WORK The Successful Proposer(s) shall not begin wort; until a Purchase Order is received. 2.18. 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. Page 26 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) .260247 2.19. METHOD OF PAYMENT Full payment will be made upon receipt and acceptance of a complete unit(s). No down or partial down payments will be made. 2.20. ADDITIONAL SERVICES • Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consentof the contracting parties. 2.21. WORK ASSIGNMENTS IDENTIFIED BY THE CITY All service assignments during the contract period will be on an "as needed" basis, complying with notification requirements. The City offers no guarantee as to the number or frequency of work assignments or the amount of payments under the terms of this contract. 2.22. LIMITED CONTRACT EXTENSION • Any specific service assignment which commences prior to the.termination date of.the contract and which will extend beyond the termination date shall, unless terminated by mutual written agreement by both parties, continue until completion at the same rates, terms and conditions as set forth therein. 2.23. 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. 2.24. 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. Page 27 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE. END. OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK 3.1 Background Information,. The City of Miami (Miami ) is seeking to pre -qualify. proposers (aka "Successful Proposers) '), which may bean individual; firm; corporatlon;joint•venture, mpartnership or other legal entity, based upon'. their credentials, experience; and expertise from which the Cityshall. choose Prospective contractors ori•an as needed basis to: provide.professionaIhealth Benefit consulting' services and various types of actuarial services:.. The health benefit consulting services required is to provide professional analysis of theCity's health benefit plans; on a monthly and quarterly: basis. The City is self insured for health insurance benefits and needs to constantly assess,the performanceof the different. plans,' The City's largest aspect of its budget is in this area, and the constant:monitoriug of expenditures and services is necessary to make sure that Third Party Administrators (TPA's) are complying with the different plan designs. The actuanal.services required include butis not.limited.to,.pension systems, health, dental and life insurance, workers' compensation; disability, financial arid budgetary analysis, plan design, -Plan . documents, litigation and negotiation support for the City. The Successful Proposer(s) shall assist the City by providing risk analysis, annual actuarial report filing and assistance in dealing with external audits and self -funded plans, claims'analysis, extensive actuarial input on GASB issues for plans that include coverage for retirees, outside review of the different insurance carriers, setting funding and COBRA rate for self -funded plans, actuarial models showing a range of possible outcomes, allowing the City to see the best case vs. worst case scenario., and:most likely results for each flex plan alternative, valuing assets and liabilities in accordance with Federal, State, and Local guidelines, interpreting regulations including advice on recent changes and best practice, setting reserves, monitoring results, determining premiums and contribution rates, developing cost projects, evaluating reinsurance needs and assisting with the solicitation process, assuring design is consistent with plan goals, identifying and resolving any benefit overlaps or inconsistencies, assisting in designing RFP solicitation documents (i.e. scope of work/services) and placement of coverage and other actuarial matters. General categories are identified within Section 3.3, Scope of Work, of this Request for Qualifications (RFQ). As such, Proposers, in their Response, are to clearly identify those areas of expertise, on a per Category basis,•for which they are seeking to qualify. Key personnel of the Proposer are desirable and should be identified in its responses to the RFQ. The City shall utilize Qualified Firms on the List, per Category, on an as needed, when needed, basis, Qualified Firms are not guaranteed specific work assignments or quantity of work under the categories. These Categories are not all inclusive and may be modified throughout the term of the contract. Therefore, the City reserves the right to add more categories and qualify additional firms under those categories or qualify additional firms under listed categories herein at any given point in time throughout the term of contract when deemed in the best interest of the City. 3.2 Categories of Expertise The City recognizes expertise of a Proposer may be in one or more Categories. 1t is the Ciry's desire to secure the services of Proposers who can provide quality service in one or more areas of need, as listed in Section 3.3, Scope of Work, and identified as "Categories o%Expertise. " In its Response, Proposers must reflect in which area(s) of expertise it is seeking to qualify under. 33 Scope of Work The Successful Proposer(s) must provide health benefit consulting services and actuarial services as stipulated by the City. While the "Categories of Exnertise"reflects subject areas where the City is seeking to qualify Proposers with experience and expertise, the City understands that each Proposer is uniquely qualified and may be an expert in some but not all subject areas. As a result, the City is seeking a number of qualified Proposers for each of the main subject areas reflected in the "Categories of Exnertise': Proposers may seek to qualify for one (1) Category, more than one (1) Category, or all Categories, depending upon its expertise, qualifications and experience. At the time of need, the City will select a qualified Proposer from a Category, on an as needed basis, to perform required services. CATEGORIR;; OF EXPERTISE Page 28 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Request for Qualifications(RFQ) .260247 A general, but not limited to, description of services to be performed is provided below under the. different categories. A, Health"BenefitConsultm"Services 1,. Provide monthlywntten reports of health benefits plan,performance:in an approved format by the authorised representative of Risk'.Management.'`Health benefit plans include all components and includes medical; dental,` prescription, savings accounts (if•available/apphcable),'•subrogation from workers' compensation, other habilrty programs, and stop loss. 2. Provide-quarterlymanagement review detailing plan performance to include at minimum projected expensesvs. actitalf expenses;'IBNR s (Incurred But Not, Reported); reserve practices, utilization review, explanation of differences between plans and recommended actions to improve data collection: Provide a monthly report that expense: factors, reserves practices, loss development factors, stop loss reporting, claim payments, trends of UR (Utilization Review), and other claims analysis. 3. Review a census report provided by the TPA on a monthly basis to verify its accuracy. 4. Prepare quarterly theoretical rates for the City with information to be provided by the TPA and their assistance. Successful Proposei(s) shall be responsible for obtaining the relevant and appropriate information from the TPA.. Successful Proposer(s) shall -work closely with the TPA's underwriter department, as well as the account representative assigned to the account and a City representative. 5. Prepare written projections of value and expense based on data gathered from the City's existing health plans. 6. Develop models based on actuarial projections on how the City'•s health plans should be performing and compare to a number of variables and plan's past performance comparable to similar plans. 7. Suggest -health plan changes to create savings and improve health plan performance. S. Issue a written report on Actual cost comparison and performance against projected results. Analyze plans that show that they are performing well and according to projected performance and identify the elements that make.it work. 9. Provide a semiannual fiscal year expense projection vs. actual 30 days before mid -year City's fiscal update. 10. Work closely with City staff to assist in Risk Management and City's "end of the year" health benefit section of a fund year report (year end Sept 30th). 11. Provide all written reports on a fund year as well as a calendar year basis. 12. Assist in evaluating Third Party Administrator (TPA) based on service, cost, and performance. To that end, Successful Proposer(s) shall prepare a report which shows: a) a comparison of year to date v. previous year total cost; b) Provide claims comparison of Actives and Retirees, at the different levels based on the different plans to achieve a cost per employee; and c) Such cost should be annualized and compared to previous year total contributions and total plan cost to examine net cost. 13. Provide explicitly its observations and interpretations of data regarding plans and cost in each report. All paid claim analysis of the Medical, Prescription, Vision and any other City plan as requested by the City shall reflect plan cost, fixed cost, administrative cost and stop loss. 14. Complete an analysis of COBRA benefit provided by the City by cost, by different types of plans including medical prescription and vision, by claims paid, and administrative fees to include fixed cost and stop loss. 15. Prepare an analysis report on a monthly basis of Prescription Cost that represents usage, over -utilization, by Active/COBRA employees and retirees/in network& out of area, and retail v. mail order usage of prescriptions. 16, Assist in data preparation for GASB 45 and 43 on a continuous basis, by collecting the proper data from the different vendors and groups that must provide the necessary information for these reports. 17. Assist the City on their plan renewals and TPA contract renewals by providing information necessary to evaluate the proposals and contracts 18. Provide actuarial assistance as needed and upon request of the City. 19. Provide any other health benefit consulting services on an as needed, when needed basis. ;$, Health Actuaries 1. Appraisals Page 29 of36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 (a) Perform Cash Flow Testing (b) Perform Due Diligence Analysis 2. Cash Flow Testing (a) Perform Cash Flow Testing.in Determining Reserve Adequacy (b) Performing Pricing'Studies (c) Evaluatinglnvestment Strategies (d) Developing Financial Projections or Forecasts (e) Developing 'Actuarial Appraisals (f) Testing Future Charges of Benefits that may vary at the discretion of the City of Miami. 3. Expert Advice, Witness and/or Testimony (a) Perform Analysis of Legislative Proposals in connection with actuarially related matters (b) Provide Expert Witness Testimony in connection with actuarially related matters 4. Financial Analysis, Projections, and Reporting (a) Account for Post-employment/Pre-retirement Benefits (b) Develop Financial -and Other Projections (c) Estimate Incurred Health Claim Liabilities (d) Perform Asset Adequacy Analysis (e) Perform Cash Flow Testing in Determining Reserve Adequacy (f) Performing Pricing Studies (g) Developing Actuarial Appraisals (h) Testing Future Charges of Benefits that may vary at the discretion of the City of Miami (i) Perform Trend Analysis (including Development of Plan, Rate Setting and Liability Determination (j) Recognize Actuary's Responsibility to the Auditor in Connection with Preparation of (k) Review of Audited Financial Statements (1) Valuation of Incurred Liabilities and Other Items for Actuarial Opinions and Financial Statements 5. Group Benefits for Retired and Active Employees (a) Actuarial Projections (b) Financial Reporting for Post -Retirement Benefits (c) Funding of Post -Retirement Benefits (d) Plan design, including Rate and Contribution Determination, for Pre -Retirement Benefits (e) Financial Reporting for, or Funding of', Pre -Retirement Benefits (f) Provide Analysis of Managed Care, Social Insurance, Long-term Care, or Continuing Care Retirement Communities in Connection with Post -Retirement Benefits 6. Product Development/Ratemaking/Pricing (a) Design, Use, and/or Update Risk Classification Systems (b) Develop Financial and Other Projections (c) Develop Rates, Plan Design, Quality Standards, Data/Claims Analysis for Products and Self funded Plans ' (d) Estimate Incurred Health Claim Liabilities (e) Perform Cash Flow Testing in Performing Pricing Studies (f) Testing Future Charges of Benefits' that may vary at the discretion of the City of Miami (g) Perform Trend Analysis (Aggregate and Components) (h) Provide Analysis of Long-term Care Products, including Benefit Triggers, Non -forfeiture Benefits, Loss ratios, and Rate Stabilization Parameters Page 30 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 (i) ;Provide Analysis of Medical Economics of Health Care Mechanisms, Provider Staff Models, Modeling Claims Expenses along Clinical Lines, Comparative Utilization A.nalysis/Profiling'from • Provider Perspective (j) Provide Analysis/Recommendation of Vendors for Medical, Dental, Long-term Care, Visions, etc. . C. Life Actuaries 1. Appraisals (a) Perform Cash Flow Testing in Developing Actuarial Appraisals (b) Project asset Cash Flows in connection with Actuarial Appraisals 2. Cash Flow Testing (a) Perform Cash Flow Testing in Determining Reserve Adequacy (b) Performing Pricing Studies (c) Evaluating Investment Strategies (d) Developing Financial Projections or Forecasts (e) Developing Actuarial Appraisals (f) Testing Future Charges of Benefits that may vary at the discretion of the City of Miami (g) Project Asset Cash Flows in connection with Pricing Studios (h) Reserve Adequacy (i) Financial Projections (j) Actuarial Appraisals 3. Expert Advice, Witness and/or Testimony (a) Perform Analysis of Legislative Proposals in connection with actuarially related matters (b) Provide Expert Witness Testimony in connection with actuarially related matters 4. Financial Analysis, Projections, and Reporting (a) Account for Reinsurance Transactions in Statutory, GAAP, or Other Financial Statements (b) Perform Asset/Liability Management (c) Develop Financial Projections (d) Perform Asset Adequacy Analysis (e) Perform Cash Flow Testing in Determining Reserve Adequacy (f) Performing Pricing Studies (g) Developing Actuarial Appraisals (h) Testing Future Charges of Benefits that may vary at the discretion of the City of Miami (i) Recognize Actuary's Responsibility to the Auditor in Connection with Preparation of Review of Audited Financial Statements 5. Post -retirement Benefits (a) Account for Post -retirement Benefits Other than Pensions (b) Value Retiree Death Benefits (c) Product Development/Ratemaking/Pricing (d) Design, Use, and/or Update Risk Classification Systems (e) Determine and illustrate Dividends for Participating Individual Life Insurance and Annuities (f) Performing Pricing Studies (g) Developing Financial Projections or Forecasts (h) Developing Actuarial Appraisals (i) Estimate Incurred Health Claim Liabilities (j) Testing Future Charges of Benefits that may vary at the discretion of the City of Miami 6. Re -determine (or Determine) Non -guaranteed Charges and/or Benefits for Life Insurance and Page31 of36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT.TH,E END. OF THIS DOCUMENT. Request' for Qualifications (RFQ) :260247 Annuities )?, ,Pension 'Actuaries ]. Expert Advice, Witness and/or Testimony (a) Provide Advice, on the Selection` of Assumptions for Employer Accounting Purposes 2. FinancialAnalysisProjections, and Reporting (a) Asset/Liability Matching (b) :Employer Accounting Valuation/Expense Estimate/Financial Forecast for Pension Plan (c)'EmployerAccounting Valuation"/Expense Estimate/Financial Forecast for Post-employment/Pre-retirement Benefits (d) Funding Valuation/Cost Estimate/Financial Forecast for Pension Plan (e) Financial;Reporting for Post -retirement Benefits (f) Funding of Post -retirement Benefits (g) Plan Design; including Rate and Contribution Determination, for Pre -retirement Benefits (h) Financial.Reporting for,. or Funding of, Pre -retirement Benefits (i) Provide Analysis of Managed Care, Social Insurance; Long -Term Care, or Continuing Care Retirement Communities in Connection with Post -retirement Benefits. 3. Valuation Services (a) Determine Actuarial Present Value of Accumulated Pension Plan Benefits (b) Determine Present Value of Unfunded, Vested Benefits (c) Employer Accounting Valuation/Expense Estimate for Pension Plan Special income Items (d) Employer Accounting Valuation/Expense/Estimate/Financial Forecast for Pension Plan (e) Employer Accouhting Valuation /Expense/Estimate/Financial Forecast for Post-employment/Pre-retirement Benefits (f) Employer Accounting Valuation /Expense/Estimate/Financial Forecast for Pre -retirement Benefits other than Pensions (g) Provide Advice on the Selection of Assumptions for Employer Accounting Purposes E. Casualty Actuaries 1. Appraisals 2. Expert Advice, Witness, and/or Testimony 3. Financial Analysis, Projections, and Reporting • (a) Analyze Cost of Capital .Issues (b) Asset Liability Matching &: Adequacy Testing (c) Dynamic Financial Analysis (d) Comprehensive Annual Financial Reporting (e) Statutory and GAAP Reporting (f) Rating Agencies 3. Miscellaneous (a) Catastrophe Models- Development of Models (b) Selection of Vendors, and Use for Portfolio Analysis and Data Management 4. Product Development/Ratemaking/Pricing (a) Create and Review Risk Classification Plan (b) Determine impact deductibles, coinsurance, and insurance to value (c) Development of risk provisions (d) Perform individual risk ratemaking (e) Prepare relativity filings (increased limits factors, amount of insurance relativities, etc,) (f) Price new coverage and programs (g) Price reinsurance contracts Page 32 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (h) Review territory definitions and relativities .. Request for Qualifications (RFQ) 260247 Page 33 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 4. Submission Requirements 4.1. SUBMISSION'REQUIREMENTS In order.to determine Proposer's Qualifications, on a per•Category basis, the following documents, as a minimum; are to be submitted'as, part of the'Response to•this RFQ. Responses to all requests; jar documentation requested below will be utilized to determine whether Proposer met all minimum requirements depicted in Section.2.7 Proposer's Minimum Qual(ftcatlons and to deterniine.qualifications far eacli'Proposer on a per.Categoiy basis. Proposers must clearly identify under•which Category of Expertise it is seeking to qualify, and Proposers may seek to qualify for one or more or all Categories Within its Response, Proposers must provide, for each Category ofExpertise it is seeking to qualify, all. the requested information sought below, in order to determine whether Proposer met the minimum qualification requirements for said Categgry(s). Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This iriformation.should.be provided.for the. Proposer and any sub -consultants to be utilized for the work contemplated bythis Solicitation. Proposals submitted which do•not include the followingitems may be deemed non -responsive and may not be considered for contract award. ALL RESPONSES WILL'BE SUBMITTED IN HARDCOPY FORMAT ONLY TO INCLUDE ONE ORIGINAL AND SEVEN (7) COPIES. 'NO ON-LINE SUBMITTALS WILL BE ACCEPTED. The response to this solicitation should 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 RFOr Firm's Liaison for the Contract; Primary Office Location and Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFQ; RFQ Number; Federal Employer Identification Number or Social Security Number. 2. Executive Summary - A signed and dated summary of not more than three (3) pages containing the Proposer's Overall Expertise, Qualifications and Experience, including the Categories under which Proposer is seeking to qualify. Include the name of the organization, business phone, contact person, and phone/fax/email address.Describe its overall organization, history and background, tax status, principals, owners, board of directors and/or board of trustees, number of professionals employed, and the date Proposer was incorporated/organized; State(s) incorporated/organized in. 4. Provide the branch or other subordinate units•or divisions that will perform or assist in performing any work resulting from this RFQ; the number of years the firm has been in existence and number of years firm has been providing this type of service; the overall size of the firm; and the primary sector (public vs. private) and markets the firm serves. 5. State number of partners, managers, supervisors, seniors and other professional staff employed at the office from which the work for the City is to be performed. 6. Provide the Proposer's, and any employee(s), partner(s), principal(s), officer(s) or owner(s) of the firm, and/or the firm or any of its affiliates or parent, including joint ventures, most recent and/or current experience in performing these services, including any previous City of Miami experience. 7. Detail its overall health benefit consulting services and/or actuary expertise. Provide the City with a list of other individuals, municipalities, associations, or organizations who have retained the Proposer for the purposes of health benefit consulting services and/or actuary services and detail the health benefit consulting services and/or actuary services provided for client; and indicate how long the relationship existed and the periods of service. Include contact name, telephone number, and period of time representation occurred. The City reserves the right to contact any reference as part of the qualification process. S. Describe in detail, on a per Categon' basis, the health benefit consulting services (if proposing) and/or actuary experience and expertise of the Proposer; include resumes for the principal supervisory personnel who will be assigned to this engagement and describe their relevant experience in the past three (3) years in providing similar services and any experience. Include contact name, telephone number, and period of time representation occurred. The City reserves the right to contact any reference as part of the qualification.process. Page 34 of 36 THIS.D000MENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 9. Include a description of how the Proposer proposes to staff this engagement, and include the name of the principal, the names of those members of the firm designated to assist in the various areas of required expertise;the qualifications of the individuals in those areas; and the role each member of the actuarial services teamywillpla) Provide resume(s) as necessary. 10. Listthe•most significant• accomplishments related to health benefit consulting services and/or actuarial services performed,in the past three '(3)years; summarize scope of services, - term of service, engagement partners, and the name and telephone number of the principal Client' contact. 11. .Provide a minimum of two (2) references on the letterhead of the client to whom services of a similar nature were provided. The City reserves the right to contact any reference as part of the qualification�process: 12. Provide details of any lawsuits, banlauptcies, indictments, or investigations involving the Proposer, an employee(s), partner(s) principal(s), officer(s) or owner(s) of the finn, and/or the firm or any of its affiliates -or parent, including joint ventures, or any of its. principals. 13. Indicate whether the selection of Proposer would result in any current or future potential conflict of interest. If so, yourresponse must specify the party with which the conflict exists or might arise, the nature of the conflict, and whether .your firm or any of its affiliates or,.parent, would step aside or.resign from the engagement or representation creating the conflict. Please -also disclose•any financial or contractual relationship an employee(s), partner(s), principal(s), officer(s) or owner(s) of the firm, and/or the firm or any of its affiliates or parent, including joint ventures, has, or have had, over the past five (5) years with any City of Miami elected or appointed official, or with a firm in which they were employed. This information is subject to verification as part of the qualification process. Page 35 of 36 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Qualifications (RFQ) 260247 5. Evaluation Criteria • 5.1. EVALUATION CRITERIA Proposals shall be evaluated based on qualifications and submission of required documentation and information, per Category, and in accordance with Section 4.1. Submission Requirements of this RFQ. Page 36 of 36 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And Aon Consulting, Inc. Thi Professional Services Agreement ("Agreement") is entered into this day of 011 by and between the City of Miami, a municipal corporation of the State of Florida, whose addrs is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and Aon Consulting, Inc., ( ovider) a Delaware Corporation qualified to do business in Florida whose principal address is 001 Brickell Bay Drive, Suite 1000, Miami, Florida 33131 ("Provider"). RECITALS: WHEREAS, the City issued Reque for Qualification No. 260247 on January 12, 2011, (the "RFQ", attached hereto, incorporated here provision of Health Benefits Consulting Services and made a part hereof as Exhibit A) for the d Actuarial Services, ("Services" as more fully set forth in the scope of work "SOW" attach hereto as Exhibit B) for the Risk Management Department and Provider's proposal ("Propo .l", attached hereto, incorporated hereby; and made a part hereof as Exhibit C), in response thereto, s as been selected as the lowest cost provider for the provision of the Services. WHEREAS, the Evaluation Committee appointed by the City M. ager determined that the Proposal submitted by the Provider was responsive to the RFQ -quirements and recommended that the City Manager negotiate with the Provider; and WHEREAS, the City wishes to engage the Services of Provider, and Provider ishes to perform the Services for the City; and 1 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 contai -d, Provider and the City agree as follows: TERMS: 1. RECIT S AND INCORPORATIONS• DEFINITIONS: A. The r itals are true and correct and are hereby incorporated into and made a part of this Agreement. Th- City's RFQ is hereby incorporated into and made a part of this Agreement and attached her o 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, May 19, 2011, is hereby incorporated into an• made a part of this Agreement as attached Exhibit "C". The Provider's Insurance Certificate is ereby incorporated into and made a part of this Agreement as Exhibit "D". The order of prece nce whenever there is conflicting or inconsistent language between documents is as follows: (1) Pro -ssional Services Agreement with the Scope of Work; (2) Addenda/Addendum to the Request for Qualifications; (3) Request for Qualification; and (4) Provider's e-mail Correspondence ted May 19, 2011 acknowledging scope of services and pricing component of services. 2. TERM: The initial term of this Agreement shall co -nce on the Effective Date and shall Continue in effect for an initial term of One (1) year. 3. OPTION TO EXTEND: The City shall have one (1) option(s) • extend the term hereof for a period of one (1) year, subject to availability and appropriation of ds. The City shall exercise its right to extend the term hereof by giving Provider at least thirty 0) days 2 SUBSTITUTE RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 two (2) years. 3. COPE OF SERVICES: special terms Provider agrees to provide the Services as specifically described, and under the conditions set forth in Exhibit `B" hereto, which by this reference is incorporated into an• ade a part of this Agreement. B. Provider r resents to the City that: (i) it possesses all qualifications, licenses and expertise required for the rformance of the Services, including but not limited to full qualification to do business in Fl• ida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all pe onnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qu• fied and trained to perfouuu the tasks assigned to each; (iv) the Services will be performed in the m er described in Exhibit `B"; and (v) each person executing this Agreement on behalf of Provider . as 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 quali - d, competent and physically capable employees to perform the Services under this Agreement. C may require Provider to remove any employee the City deems careless, incompetent, insub• dinate, or otherwise objectionable and whose continued services under this Agreement is not in t 'e best interest of the City. Each of the Provider's employees shall have and wear proper identificatio 3 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services &Actuarial Services 4. COMPENSATION: A. The amount of compensation payable by the City to the Provider shall be based the rates and schedules described in Exhibit "C" hereto, which by this reference is incorp rated into and made a part of this Agreement. Pricing for services for the first year of this agree -nt shall not exceed a flat fee of $150,000 per annum. If City so elects to extend this agreement, Pro der has agreed to accept $150,000 plus an additional 3% Cost Increase Cap in the second year. ' . r each year that the City elects to extend this agreement, the 3% Cost Increase Cap will be bas on and applied to the amount paid in previous year. B. Payment shal .e made in arrears based upon work performed to the satisfaction of the City within forty-five (45) ays after receipt of Provider's invoice for Services performed, which shall be accompanied by suffice; t supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, s ..uld the City require one to be perfounied. Invoices shall be sufficiently detailed so as to comply h 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) an and all subcontractors providing Services related to this Agreement shall be paid through Provi r and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of s contractors for any of the Services related to this Agreement shall be borne solely by Provider. 5. OWNERSHIP OF DOCUMENTS: Provider understands anagrees that any information, document, report or any other material whatsoever which is given r the City to Provider, its employees, or any subcontractor, or which is otherwise obtained or pr .ared by Provider pursuant to or under the terms of this Agreement, is and shall at all times remai ' the 4 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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, w ch may be withheld or conditioned by the City Manager in his sole discretion. Provider is permi -d to make and to maintain duplicate copies of the files, records, documents, etc. if Provider d . ermines copies of such records are necessary subsequent to the termination of this Agreement; ho ever, in no way shall the confidentiality as permitted by applicable law be breached. The City all maintain and retain ownership of any and all documents which result upon the completion oft work and Services under this Agreement. 6. AUDIT AND INSP TION RIGHTS AND RECORDS RETENTION: A. Provider agrees to •rovide access to the City or to any of its duly authorized representatives, to any books, docum ts, papers, and records of Provider which are directly pertinent to this Agreement, for the purpo - of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period f up to three (3) years following the date of final payment by the City to Provider under this Agree -nt, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and r ords of Provider which are related to Provider's performance under this Agreement. Provider a ees to maintain any and all such books, documents, papers, and records at its principal place of b mess for a period of three (3) years after final payment is made under this Agreement and all other ending matters are closed. Provider's failure to adhere to, or refuse to comply with, this condit •n shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect . e Provider's • facilities and perform such tests, as the City deems reasonably necessary, to determinwhether thegoods. or services required to be provided by Provider under this Agreement conform the 5 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services terms hereof and/or the terms of the RF_, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City re.. esentatives. All tests and inspections shall be subject to, and made in accordance with, the provisi s of Section 18-100 and 18-101 of the Code of the City of Miami, Florida as same may be amende 7. AWA r supplemented, from time to time. OF AGREEMENT: Provider represents and warrants to the City that it has not employed o etained any person or company employed by the City to solicit or secure this Agreement and that 't has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, bro rage 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 ity Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allo access by the City and the public to all documents subject to disclosure under applicable laws. 'rovider's failure or refusal to comply with the provisions of this section shall result in the immedia - cancellation of this Agreement by the City. B. Should Provider determine to dispute any public ac -ss provision required by Florida Statutes, then Provider shall do so at its own expense and at no cos to the City. 8. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements with local governments are subject to certain laws anregulations, including laws pertaining to public records, conflict of interest, record keeping, etc. ity and 6 SUBSTITUTED RFQ NO. 260247 Health Benefit Consulting Services &•Actuarial Services EXHIBIT A 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 Se ices related to this Agreement this provision requiring subcontractors to comply with and observe 11 applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be . ended from time to time. 9. INDEMNIF ATION: Provider shall indemnify, defend and hold harmless the City and its officials, : ployees, and its designated third -party administrator for claims (collectively referred to as " demnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, -apenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason •f any injury to or death of any person or damage to or destruction or loss of any property arising •ut of, resulting from, or in connection with (i) the negligent performance or non-performance o the Services contemplated by this Agreement (whether active or passive) of Provider or its emplo ees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or part, by any act, omission, default or negligence (whether active or passive or in strict liability) o he Indemnities, 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 other reglations or requirements of any governmental authority, local, federal or state, in connection with t - performance of this Agreement. Provider expressly agrees to indemnify, defend and hold harmles the Indemnitees, or any of them, from and against all liabilities which may be asserted by an emplo ee or fan rier employee of Provider, or any of its subcontractors, as provided above, for which the ` ovider's liability to such employee or folrner employee would otherwise be limited to payments der 7 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services& Actuarial Services 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 th violation of any law, ordinance, order, rule, regulation, condition, or requirement, related direct to. Provider's negligent performance under this Agreement, compliance with which is left by thi Agreement to Provider, and (ii) any and all claims, and/or suits for labor and materials furnis d by Provider or utilized in the performance of this Agreement or otherwise. In the even that any third party asserts claims against the Provider and/or the Indemnitees for which •eider is defending the Indemnitees relating to the Services, Provider shall have the right to selec ts legal counsel for such defense, subject to the approval, of the City, which approval shall not be easonably withheld. It is understood and agreed that in the event that counsel selected by Provid- charges rates greater than those customarily paid by the City at the time that such claim is asserted, sut in no event less than $250.00 per hour, the parties shall, in good faith, attempt to agree upon suc rates or upon an allocation of payment of such rates. In the event that the third party claim for whi Provider has provided or paid Indemnitees defense results in a finding of fault on the part of the In emnitees, then the City shall reimburse Provider the cost of the Indemmitees defense to the extent of ch finding 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 hold h. ess the Indemnitees shall survive the teuiiination of this Agreement. Provider understands and agrees that any and all liabilities regardi ;. the use of any subcontractor for Services related to this Agreement shall be borne solely by Provir throughout the duration of this Agreement and that this provision shall survive the terminatio ' of this Agreement. 8 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 c e such failure after reasonable notice from the City, then Provider shall be in default. Provi• r understands and agrees that termination of this Agreement under this section shall not release Pr• ider from any obligation accruing prior to the effective date of termination. Should provider be un le or unwilling to commence to perfoiiii the Services within the time provided or contemplated her n, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by e City in preparation and negotiation of this Agreement, as well as all costs and expenses incurre• by the City in the re -procurement of the Services, including consequential and incidental dam.. tes. 11. RESOLUTION OF AGREE i ENT DISPUTES: Provider understands and agrees that all disputes between Provider and the Cit based upon an alleged violation of the terms of this Agreement by the City shall be submitted to e City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in nnection therewith. In the event that the amount of compensation hereunder exceeds Twenty ive Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be appr.' ed or disapproved by the City Commission. Provider shall not be entitled to seek- judicial relie unless: (i) it has first received City Manager's written decision, approved by the City Co 'ssion if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No ents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a • etailed statement of the dispute, accompanied by all supporting documentation ninety (90) days if y Manager's decision is subject to City Commission approval); or (iii) City has waived complianc with the procedure set forth in this section by written instruments, signed by the City Manager. 9 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services &Actuarial Services 12. TERMINATION;OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate th Agreement, in its sole discretion, at any time, by giving written notice to Provider at least sixty .0) calendar days prior to the effective date of such termination. In such event, the City shall pay t• Provider compensation for Services rendered and approved expenses incurred prior to the effective s ate 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 fo any consequential or incidental damages. B. The City Man. er shall have the right to terminate this Agreement, without notice or liability to Provider, upon the • currence of an event of a material default hereunder. In such event, the City shall not be obligated pay any amounts to Provider for Services rendered by Provider after the date of termination, but , e parties shall remain responsible for any payments that have become due and owing as of the effec ve 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 teuiiinated, in whole or ' part, at any time by mutual written consent of the parties hereto. In such event, the City shall n be obligated to pay any amounts to Provider for Services rendered by Provider after the date termination, but the parties shall remain responsible for any payments that have become due an owing as of the effective date of termination. In no event shall the City be liable to Provider for . y additional compensation and expenses incurred, other than that provided herein, and in no even hall the City be liable for any consequential or incidental damages. 10 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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, anties, covenants, or obligations contained in this Agreement and such default or breach is not cu - d within ninety (90) days following written notice from the non -breaching party. In such event, the ty shall not be obligated to pay any amounts to Provider for Services rendered by Provider after t date of termination, but the parties shall remain responsible for any payments that have become d and owing as of the effective date of termination. In no event shall the City be liable to Provider fo any additional compensation and expenses incurred, other than that provided herein, and in no - ent shall the City be liable for any consequential or incidental damages. 13. INSURANCE: A. Provider shall, at all timeduring 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 heret. as Exhibit "D" and incorporated herein by this reference... The City RF_ number and title of the _ must appear on each certificate of insurance. The Provider shall add the City of Miami as additional named insured to its commercial general liability and auto policies and as a named c ificate holder on all policies. Provider shall correct any insurance certificates as requested by th- City's Risk Management Administrator. All such insurance, including renewals, shall be subject • the approval of the City for adequacy of protection and evidence of such coverage(s) and shall b furnished to the City Risk Management Administrator on Certificates of Insurance indicating suc insurance to be in force and effect and providing that it will not be canceled, modified, or changed ring the performance of the Services under this Agreement without thirty (30) calendar days prior 'tten 11 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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. If, in the reasonable judgment of the City, prevailing conditions in the insurance marketplace w. ant the provision by Provider of additional One Million Dollars ($1,000,000) of professional liabi ' insurance coverage, the City reserves the right to require the provision by Provider of up to such ditional amount of professional liability coverage, and shall afford written notice of such chang in requirements thirty (30) days prior to the date on which the requirements shall take effect. S .euld the Provider fail or refuse to satisfy the requirement of additional coverage within thirty (30) ays following the City's written notice, this Agreement shall be considered terminated on the otherwise take effect. C. Provider understands and agrees tha any and all liabilities regarding the use of any of Provider's employees or any of Provider's sub, ontractors for Services related to this Agreement shall be borne solely by Provider throughout the -ini of this Agreement and that this provision shall survive the termination of this Agreement. Pr.. ider further understands and agrees that insurance for each employee of Provider and each subco . ractor providing Services to the required change in policy coverage would related to this Agreement shall be maintained in good standing and apprved by the City Risk Management Administrator throughout the duration of this Agreement. D. Provider shall be responsible for assuring that the insurance certifi tes required under this Agreement remain in full force and effect for the duration of this A eement, including any extensions hereof.. If insurancecertificates are scheduled to expire during the . rm 12 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 (10) calendar days in advance of such expiration. In the event that expired certificates are not replac- with new or: renewed certificates which cover the term of this Agreement and any extension t .-reof: (i) e 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; o (ii) the City may, .t its sole discretion, teiniinate the Agreement for cause and seek re -procurement damages ' .m Provider in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the fore:.ing requirements shall not relieve Provider of its liabilities and obligations under this Agreemen 14. NONDISCRIMINATION: Provider represents to the City that Provid: does not and will not engage in discriminatory practices and that there shall be no discrimi tion in connection with Provider's performance under this Agreement on account of race, color, sex, eligion, age, handicap, marital status or national origin. Provider further covenants that no otherwi ; qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, m. ital status or national origin, be excluded from participation in, be denied services, or be subjec to discrimination under any provision of this Agreement. 15. ASSIGNMENT: 13 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 eld or conditioned, in the City's sole discretion through the City Manager. Provider may not ch.. ge 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. NOTIC All notices o other communications required under this Agreement shall be in writing and shall be given by d-delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the o , er party at the address indicated herein or to such other address as a party may designate by notice :'ven as herein provided. Notice shall be deemed given on the day on which personally delivered; or, *f by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: ony E. Crapp, Jr. Ci. Manager 444 W 2nd Avenue, 10th Floor Miami, lorida 33130 14 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 17. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State lorida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florid. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted b otion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreov , the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably wai e any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. Title and para_. aph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach o . ny provision of this Agreement shall constitute a waiver of any subsequent breach of the same or y other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, ntence, word or phrase contained in this Agreement be determined by a court of competent juris• ction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or e City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to e extent necessary in order to conform with such laws, or if not modifiable, then the same shall b deemed severable, and in either event, the remaining terms and provisions of this Agreement shall -main unmodified and in full force and effect or limitation of its use. E. Provider shall comply with all applicable laws, rules and regu .tions in the performance of this Agreement, including but not limited to licensure, and certificationrequired by. law for professional service. providers. 15 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 p erly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 abov. the City Manager shall have the sole authority to extend, to amend or to modify this Agreement behalf of the City. 18. SUCCE ORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, e cutors, legal representatives, successors, or assigns. 19. INDEPENDEN ONTRACTORS: Provider has been procured and is being engaged to provide Services the City as an independent contractor, and not as an agent or employee of the City. According , neither Provider, nor its employees, nor any subcontractor hired by Provider to provide any Sery es under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Servi, e or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified ployees. Provider further understands that Florida Workers' Compensation benefits available t employees of the City are not available to Provider, its employees, or any subcontractor hired Provider to provide any Services hereunder, and Provider agrees to provide or to require subco ractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of ' ovider rendering Services to the City under this Agreement. Provider further understands and rees that Provider's or subcontractors' use or entry upon City properties shall not in any way chan_e its or their status as. an independent contractor. 20. CONTINGENCY CLAUSE: Funding for this Agreement is conti Gent on the availability of funds and continued authorization for program activities and the Agre ent is 16 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. FORCE MAJEURE: A "Force Majeure Event" shall mean an act. of God, act of go ental body or military authority, fire, explosion, power failure, flood, storm, hurricane, hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabo e, insurrection, blockade, or embargo. In the event that either party is delayed in the perfo ance of any act or obligation pursuant to or required by the Agreement by reason of a Force Mai : re Event, the time for required completion of such act or obligation shall be extended by the num er of days equal to the total number of days, if any, that such party is actually delayed by s h Force Majeure Event. The party seeking delay in performance shall give notice to the ther party specifying the anticipated duration of the delay, and if such delay shall extend beyo • the duration specified in such notice, additional notice shall be repeated no less than monthly long as such delay due to a Force Majeure Event continues. Any party seeking delay in perfo ' ce due to a Force Majeure Event shall use its best efforts to rectify any condition causing suc ' delay and shall cooperate with the other party to overcome any delay that has resulted. 22. CITY NOT LIABLE FOR DELAYS: Provider her understands and agrees that in no event shall the City be liable for, or responsible to Provider any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages • delay(s) in work herein provided for; or any damages whatsoever related thereto, because of an injunction or other legal or equitable proceedings or on account of any delay(s) for any cause the City has no control. er which 17 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services 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 genera results of this project and the name of the City. The Provider agrees to protect any confidentia information provided by the City and will not release information of a specific nature without . for written consent of the City Manager or the City Commission. 24. NO CONFL CT OF INTEREST: Pursuant to City of Miami Code Section 2- 611, as amended ("City ode"), regarding conflicts of interest, Provider hereby certifies to City that individual member of P ,vider, no employee, and no subcontractor under this Agreement nor any immediate family me . er of any of the same is also a member of any board, commission, or agency of the City. ovider hereby represents and warrants to the City that throughout the term of this Agreement, Prider, its employees and its subcontractors will abide by this prohibition of the City Code. 25. NO THIRD -PARTY BENEFICIARY: o persons other than the Provider and the City (and their successors and assigns) shall have any ri , is whatsoever under this Agreement. 26. SURVIVAL: All obligations (including b,t not limited to indemnity and obligations to defend and hold hainuless) and rights of any party 'rising during or attributable to the . period prior to expiration or earlier termination of this Agr: ment shall survive such expiration or earlier termination. 27. TRUTH -IN -NEGOTIATION CERTIFICATION REPRESEI\ ATION AND WARRANTY: Provider hereby certifies, represents and warrants to City that the date of Provider's execution of this Agreement and so long as this Agreement shall remain in . 11 force and effect,.. the wage rates and _other factual unit costs supporting the compensation to Pro der 18 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services under this Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees and acknowledges that the City shall adjust the amount of the compensation any additions thereto to exclude any significant sums by which the City determines the contrast price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wave rates and other factual unit costs. All such contract adjustments shall be made within one (1). -ar of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the prov. ions hereof. 28. COUNTERPA' S: This Agreement may be executed in three or more counterparts, each of which ..hall constitute an original but all of which, when taken together, shall constitute one and the same ::reement. 29. ENTIRE AGREEMENT: 's instrument and its attachments constitute the sole and only agreement of the parties relating to he subject matter hereof and correctly set forth the rights, duties, and obligations of each to the of -r as of its date. Any prior agreements, promises, negotiations, or representations not expressly set orth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto 've caused this instrument to be executed by their respective officials thereunto duly authorize.. this the day and year above written. "City" CITY OF MIAMI, a municipa ATTEST: corporation By: Priscilla A. Thompson, City Clerk Tony E. Crapp, Jr., City Manager 19 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services "Provider" ATTE : Aon Consulting, Inc. By: Print Name: Print Name: Title: Title: (Corporate Seal) APPROVED AS TO LEGAL FO (Authorized Corporate Officer) APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Julie 0. Bru City Attorney Gary S. Reshefsky sk Management Director 20 1 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services CORPORATE RESOLUTION WHEREAS, Aon Consulting, Inc., a Delaware corporation, desires to enter into an g -ement with the City of Miami for the purpose of perfouuiing the work described in the contra to which this resolution is attached; and REAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordce with the bylaws of the corporation; 21 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services EXHIBIT A Request for Qualifications No. 260247 and All Addenda thereto (To be provided upon document execution) 22 SUBSTITUTED RFQ NO.260247 Health Benefit Consulting Services & Actuarial Services EXHIBIT B SCOPE .OF WORK EXHIBIT A L �e +r' i,' ,.. ?Situat►on; and Plan Ana'lysrs and,rStateg►c `Plann'ing • Revi_w workforce needs and trends to develop a benefits progra that supports the City's overall. objectives Annually • Compare urrent benefits program to national and peer group benchmar Annually • Conduct situ- on analysis and establish.a process to: o Contain a •/or reduce current cost trends o Optimize ve •or and network performance o Improve the h--1th and productivity of the workforce o Increase provide •uality and improve clinical outcomes o Identify short and I• g term benefit plan objectives o Determine those ben. it programs that are necessary to recruit and retain talent o Create an equitable and •mpetitive employee/employer cost sharing structure o Enhance employee appreciat n and satisfaction of benefit programs Quarterly • Perform financial modeling of possible • ogram modifications and identify the implications to administr-. on and communications Annually • Meet with Senior Executives and Human Res. urces staff to review plan performance, discuss recommenda ens and to implement strategy Quarterly Renewal, Market►ng, :.Vendor Select►• and -Implementation Services .' I• Request and coordinate renewal activities with all ven. •rs o Medical/ Stop Loss o Prescription Drug o Dental o Vision o Life and AD&D o Disability o FSA/COBRA o Elective Benefits —Alternate benefit options including Retirees Annually • Quantify financial impact of renewal and negotiate any variance between renewal and pre -underwriting projection Annually • If necessary, market benefit programs (RFP) to mutually agreed upon vendors o Draft RFP with requested bid specifications : o Coordinate RFP release to market o Respond to carrier questions and data requests o Negotiate best and final offers o Work with City of Miami Procurement Department on process Annuall (if necessar • Prepare and present a detailed marketing and renewal report including: Annually (if necessary) 23 SUBSTITUTED EXHIBIT A RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services - aT-^Jc�y.�!"i°/� �'� ..:r yy�y`,` • Mf2�. eio .u-6 y '.,',e w. .3 ..1A;,�wF1n.m. fir. ., . Z""l•�f:..'.YY..ts",i^2 r ram, �a�.n's;rt�„, rja , FaM. • •. o Total•and itemized costs o Rate guarantees o Objective and actuarially -valid network discount analysis o Provider disruption analysis Service capabilities o Performance guarantees o : enefit designs and variances o C. rier financial ratings Prepare al marketing report Arrange for -nd conduct finalist meetings • Conduct yen. . r site visits As Needed • Conduct pre-im• -mentation audit for new, self -insured medical vendors As Needed • Manage implementa .n process o Review and nego -te final agreements and contracts to ensure they confor to bid specifications o Review all vendor pro ded employee communications, SPDs and benefit book) s o Coordinate the administra .ve set-up between the employer and vendors for re 'orting, billing, banking and data transfers o Assist with the completion and r- iew of all required applications and other documents as needed to bind coverage o Manage a post implementation debrie .g with vendors to discuss performance and needed areas 0r improvement Annually (if necessary) • Prepare and submit Executive Summary of final 'ecisions Annually Financial,:Managem - t and Reporting ■ • • • i• • I■ Develop budget projection, including large claim probability modeling Calculate pre -renewal projection Calculate accruals and COBRA rates for self -insured plans Review stop loss contract, deductible levels and attachment points for adequacy Develop employee contributions and contribution strategies Evaluate alternative funding options Plan design modeling Annually (if necessary) • Develop Incurred But Not Reported reserves Quarterly (if necessary) ■ I jo Financial reporting package: o Month by month paid claims segregated by medical, dental and pharmacy o Month by month enrollment o Actual plan expenses compared to budget . o High claimant activity report including age, gender, relation, diagnosis, paid claims amount and plan option elected o Historical cost trend analysis Analyze carrier/TPA financial accounting of plans Month) Based on data availability 24 SUBSTITUTED RFQ NO. 260247 Health Benefit Consulting Services & Actuarial Services EXHIBIT A swF c-'+'�-�,. p{i�,N"2f t4''%�:'` 'Cce�� rCF-.:f•v..,;E&3h ,.i.+7�j''�k' 1 b .. yr t a2� xF{ i�v.� , `%'..f`a�f Mxs d4kx. z. o Reconciliation;of,premium and claims o Analysis of insurer manual and.experience rated components as:applicable Emerging andprojected cost analysis based on historical paid laims and current market trends Quarterly • C. prehensive Medical/Rx utilization management report det- ing cost drivers by: o •e of service o Se ce setting - o Diagn•stic category o Networ' utilization o Utilization eview effectiveness o Drug utilize t .n Quarterly :Ongoing Service. & Vendor, Management • Facilitate service mee gs with vendors to address issues/problems and me -sure results against performance standards Quarterly ■ Provide daily assistance in r--olving vendor service issues o Claims o Billing o Eligibility o Coverage appeals Ongoing • Meet as needed to review financials an• to discuss/review- other open items Ongoing i• Review vendor proposed updates to contra , SPDs and benefit summaries for accurate terms, -plan re. irements and plan design Ongoing • Monitor and report on carrier financial ratings for c. tracted vendors At renewal, marketing and stewardship • Coordinate benefit decisions and plan details with yen., ( ) o Plan design decisions o Facilitate meetings/conference callsbetween vendors Ongoing • Develop and manage implementation schedule for any plan , changes and/or service changes Ongoing • Manage vendor participation in annual enrollment process Annually • Coordinate with communications resources in the creation and review of open enrollment materials o Participate in employee education and enrollment meetings at each City of Miami site Annually Account=Management I• Completion of stewardship report o Review prior year accomplishments vs. objectives I o Provide industry overview and benefit trends o Develop goals and objectives for upcoming year Ann. ally ■ Meet with your staff to discuss issues, open items and industry trends Quarterly or as n--ded • Complete an action plan and update regularly Ongoing ,;Compliance and:; Regulatory Support i■ Compliance review of SPD benefit provisions, contracts, agreements and plan documents Monthly 25 SUBSTITUTED RFQ NO. 260247 Health:Benefit.Consulting Services:& Actuarial. Services EXHIBIT A ycp} " '4�T� ,{eSi?��hIIM SYkh^t7;"inOt�'vTtSS'i4ff*+ubE« .u+ -.��; y. "c. a r L:,2."Xa 'i •j • ,Prepare required°Summary Annual Reports Annually • Health and.Welfare-Plan: Documentation.Limited Review As needed ■ Provide legislative alerts Ongoing ,uResources ; ; Customized Eni oyee,Communications ' • Cu •m communications:(Printing Additional Cost) o ' ofessionally developed enrollment:guide drafting (2, 4 or :.age) Annually • Online be -fits website o Provide •etailed explanations of benefits and HR policies Ongoing and as requested Clinical. Suppori`-=Physicians/,NursesIPharmacists ■ Utilization manag- ent performance review • Inpatient vs. outpati t usage • Benefits paid by provi. -r • Benefits paid by diagno is code • Demographic trends • High cost claimant analysis • Recommend interventions to contain/reduce cost Semi-annual or as requested I • Wellness o Evaluate opportunities forwel ,ess intervention programs o Identify proper risk measureme . and management tools o Develop wellness programs o Wellness vendor review and selectio , o Leverage vendor capabilities o Provide wellness website and tools o Develop culturally appropriate participation centives Ongoing Elective Ben :'ts Review • Obtain cost for new products and services as reques -d. Ongoing and as requested I • Utilization review services, EAP, Long term care etc. 1 1 Prescription Drug .Valu 3'rogr..am I• Review of PBM contracted pricing, negotiation and Ongoing and as requested j implementation RFQ NO. 260247 EXHIBIT A Health Benefit. Consulting Services & Actuarial Services EXIIBIT C Proposed Proposal dated and any>modifications/addenda thereto nce again, thank youforinviting Aon Hewitt to be a part of this process. We are very excited to position o best brokerage and consulting resources and innovative tools before the City of Miami. We h- e carefully reviewed the Scope of Services attached and we stand behind our,proposed annual fee of $ •0,000 for each of two years with a cap of 3.0% increase on the second year to provide all of the services li ed. Moreover, an• o demonstrate our desire to partner with the City of Miami, we are willing to include a few additional servic-. that we will perform as part of our proposed fee of $150,000: • Participation each survey, th compared agains • Participation in Aon • A customized benchm database of over 14,00 areas and employer sizes. • Health Care Strategy and H • Access to our in-house compli • Actuarial modeling tools which e payments and changes in provide costs. • A Health Value Initiative analysis for th efficiency and plan performance (clinical • Feasibility analysis on joining Aon Hewitt's • Access to our HRCI approved learning modu modules include: o Diversity In The Workplace, o Code of Conduct, o Workplace Harassment o Interviewing and Hiring Practices o Employment Management o Compensating Employees o Offers, Contracts and Exit From The Organization Aon Hewitt's Annual Health Care Survey, Talent Survey and Benefits Survey. For City of Miami will receive customized reports where the City's information is ational, regional, industry and organization size segmentations. ewitt's Salary Increase Survey with participant report rking report specific to the City of Miami comparing your information to our ational plans. The report identifies trends within industries, geographic Ith Care Reform consulting ce attorneys luate different deductibles, out-of-pocket maximums, co- iscounts to assess the impact of design changes on plan City of Miami that measures health plan financial uality, organizational stability, administrative quality) rescription drug coalition purchasing program. s for Human Resources professionals. Learning 27 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services EXHIBIT D INSURANCE REQUIREMENTS Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 roducts/Completed Operations $ 1,000,000 B. En rsements Required City of iami included as an Additional Insured Business Automobile lability A. Limits of Liability Bodily Injury and Pro • -rty Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed o Non -Owned Autos Any One Accident B. Endorsements Required $ 1,000,000 City of Miami included as an Additiona 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 28 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health Benefit Consulting Services & Actuarial Services Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Deductible- not to "exceed 10% Th • . bove policies shall provide the City of Miami with written notice of cancellation or mate ' . l change from the insurer not less than (30) days prior to any such cancellation or materia change. Companies aut orized to do business in the State of Florida, with the following qualifications, shall issue all ins ante policies required above: The company must be ated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by t latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New sey, or its equivalent. All policies and /or certificates of insurance are subject to review and verific. ion by Risk Management prior to insurance approval. 29 SUBSTITUTED RFQ NO. 260247 EXHIBIT A Health BenefitConsultingServices & Actuarial. Services EXHIBIT E COMPENSATION (To be provided upon document execution) 30 SUBSTITUTED RFQ NO. 260247 EXHIBIT.A Health.Benefit Consulting Services. & Actuarial Services EXHIBIT F CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 31