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HomeMy WebLinkAboutExhibit-Agreement-SUBPROFESSIONAL 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 , 2014 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2" d Avenue, 1011' Floor, Miami, Florida 33130 New Jersey ("City"), and Aon Consulting, Inc., ( "Aon" or "Provider") a kre Corporation qualified to do business in Florida whose principal address is 1001 Brickell Bay Drive, Suite 1000, Miami, Florida 33131("Provider"), RECITALS: WHEREAS, health benefits consulting services and actuarial services are needed to provide professional analysis of the City of Miami's ("City's") health benefit plans, on a monthly and quarterly basis; and WHEREAS, the City is self -insured for health insurance benefits and needs to constantly assess the performance of the different plans and plan administrator; and WHEREAS, the largest aspect of the City's Risk Management Budget is in this area of group health benefits and related Third Party Administrator expenditures , and the constant monitoring of expenditures and services is necessary to make sure that Third Party Administrator is complying with the different plan designs; and WHEREAS, pursuant to Request for Qualifications ("RFQ") No. 260247 and Resolution No, 11-0108, adopted March 10, 2011, the City sought and competitively solicited prices and services from qualified and experienced firms, to provide Health 1 Benefit Consulting Services and Actuarial Services for a professional services agreement (PSA) contract period of one.(1) year with the option to renewal for an additional one (1) year period; and WHEREAS, the lowest responsive and responsible respondent was Aon Consulting Inc. who entered into a Professional Services Agreement("Agreement") with the City for Health Benefits Consulting and Actuarial Services on or about June 9th 2011 with an original term of one (1) year with one (1) option to extend of one (1) year each; and, WHEREAS, through inadvertence, mistake or clerical error the Aon Agreement with the City lapsed or expired on or about June 8th, 2013 yet Aon continued, at the City's request, to perform its needed professional services for the period of June 2013 through April 2014, for which the City is obliged to pay them at the same rates and charged as were set forth in the Agreement the sum of $ 105,013.00; and, WHEREAS, The City now has the proposed Agreement with Aon in order to contractually formalize the terms of the needed services and to have these professional services furnished by virtue of an Agreement as is the standard practice of the City; and, WHEREAS, the Aon Consulting, Inc. provided the lowest responsive and responsible response to the Scope of Work, as specified in "Attachment B", attached and incorporated and has performed allot.' its professional services in a highly competent and most satisfactory manner through its history with the City and it is essential for the City's best interests and the fiscal soundness and financial monitoring of its group; and WHEREAS, based on the recommendations of the Risk Management Department as the using agency the City Manager has made a written finding that it is in the City's 2 best interest to hereby request and receive a waiver from competitive procurement requirements set forth in the applicable provisions of the City of Miami Procurement Ordinance, subject to the concurrence and ratification by an affirmative fourth fifths vote of the Miami City Commission, for the payment of $ 116,999 in payment of outstanding invoices for services performed and rendered by Aon for Health Benefit Consulting and Actuarial Services for the time period of June 2013 through April 2014 that Aon performed these services after its prior Agreement had expired; and, WHEREAS, the foregoing invoices were not disputed by the City who did receive the benefits of the professional services which were rendered to the City during this time period; and, WHEREAS, the City Commission authorizes, by an affirmative fourth fifths vote, as a bid waiver pursuant to the applicable provisions of the City of Miami Procurement Ordinance the City Manager to negotiate at the same or lower compensation set forth in the attached Professional Services Agreement ("Agreement") and execute the Agreement ("Agreement"), in substantially the attached. form, with Aon Consulting, Inc, for the provision of Health Benefit Consulting Services and Actuarial Services as detailed in "Attachment B", for a contract period of one (1) year, with the option to renew for an additional one (1) year period, at a first year contract amount not to exceed $150,000, with a cost increase cap not to exceed three per cent (3%) for the second year in the event the City decides to exercise the additional one (1) year renewal option; . NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 3 1, RECITALS AND INCORPORATIONS; DEFINITIONS: A. The above stated recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 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 required corporate resolution authorizing the Consultant to sign this Agreement and bind itself to its terms is hereby incorporated and made a part of this Agreement as Exhibit "E". The City's RFQ No, 260247 that was originally utilized in this process is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". 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 process is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "G".. 2. TERM: A. The initial term of this Agreement shall commence on the Effective Date , which is the date this Agreement is executed by the parties, and shall Continue in effect for an initial term of One (1) year. B. OPTION TO EXTEND: 4 The City Manager 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 Manager shall exercise its right to extend the term hereof by giving Provider at least thirty (30) days written notice prior to the expiration of the previous term. City Commission approval shall not be required as long as the total extended term does not exceed 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 • performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and. shall be, at all tinges 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. C. Provider shall at all times provide ftilly 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 5 Agreement is not in the best interest of the City. Each of the Provider's employees shall have and wear proper identification. 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 pursuant to Exhibit D, which the City may offset in the manner provided in Exhibit D. 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. 2" d 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 proper invoice for Services. A proper invoice will be as that term is defined by Florida's 6 Prompt Payment Act. Interest at nine percent (9%) per year will accrue on any undisputed sum after the invoice due date until payment is received. 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 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, OWNERSIIIP 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 and data which result upon the completion of the work and Services under this Agreement and set forth as a City -owned Deliverable in the Statement of Work. Provider has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; benefit administration systems; and data, documentation, and proprietary information and processes ("Provider Technology"). To the extent that Provider utilizes any of its property, including, without limitation, Provider Technology, in connection with the performance of Services, such property shall remain the property of Provider, 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Provider agrees. to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times; and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those books, 8 documents, papers, and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Provider's failure to adhere to, .or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the 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 Sections 18-100, 18-101 and 18-102 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. 9 S. PUBLIC RECORDS: A. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Pursuant to the provisions of § 119.0701 Fla. Stat. Provider must comply with the Florida public records laws, specifically the Provider must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Provider upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored. electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 10 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. 9. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees, and its designated third -party administrator for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of Provider or its employees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the .Indemnities, or any of them, or (ii) the failure of the Provider to comply- materially with any of the requirements herein, or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify, defend and hold harmless the Indernnitees, 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, 11 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. Provider will correct its work product without additional charge if any errors or omissions occur in its work. Provider shall indemnify and hold Indernnitees harmless from and against any and all Liabilities arising from Provider's failure to comply with the applicable terms and conditions of this Agreement (regardless of whether such Liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise): (i) for. all Liabilities arising from Services performed in a particular Year, in an amount not to exceed $3 million and (ii) without regard to the limitations of set forth in 9(i) above, for Liabilities arising from (aa) Provider's gross negligence, willful, fraudulent or criminal misconduct, (bb) bodily injury, including death, or damage to personal or real property, (cc) infringement by Provider Technology, and (dd) Provider's breach of its confidentiality obligations set forth in Agreement. Any claim under this Section 9 must be asserted before the date that is three (3) years following the act or omission giving rise to the claim. 12 In no event will either party be liable to the other party for incidental, consequential, special, or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages. 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 written approval of the City Attorney , which approval shall not be unreasonably withheld. Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination of this Agreement. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination .of this Agreement. 10, DEFAULT: If Provider fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Provider shall be in default. Provider understands and agrees that termination of this Agreement under this section shall not 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, the City may terminate 13 this Agreement, The City may receive a financial credit in the event of such a default as mutually agreed upon by the parties, 11, RESOLUTION OF AGREEMENT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith, In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City. Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation ninety (90) days if City Manager's decision is subject to City Commission• approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 12. TERMINATION;OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least sixty (60) calendar days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for Services rendered and approved expenses incurred prior to the effective date of termination, In no event shall 14 the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. B. The City Manager shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of a material default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. C. This Agreement may be terminated, in whole or in part, at any time by mutual written consent of the parties hereto. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for .any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. D. This Agreement may be terminated, in whole or in part, by either party if there has been a material default or breach on the part of the other party in any of its representations, warranties, covenants, or obligations contained in this Agreement and such default or breach is not cured within ninety (90) days following written notice from 15 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. 13. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City 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 16 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 additional coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect, C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement, D. Provider shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof, If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be 17 responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Provider in conjunction with the. violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall .not relieve Provider of its liabilities and obligations under this Agreement, 14. NONDISCRIMINATION: Provider represents to the City that Provider does not and will not engage in discriminatory practices -and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin, Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 15. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, and Provider shall not assign any part of its operations, without the prior written consent of 18 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 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: Richard S. Kaufman Vice President Aon Hewitt Consulting 1001 Briekell Bay Drive, Suite 1000 Miami, Florida 33131 TO THE CITY: Daniel J. Alfonso City Manager 444 SW 2n Avenue, 10t1' 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. 19 B, Title and paragraph headings are for convenient reference and are not a part of this Agreement. C, No waiver or breach. of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D, Should any provision, paragraph, sentence, . word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service providers, 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. Insofar as extending the term as set forth in Section 2 above, the City Manager shall have the authority to extend, to amend or to modify this Agreement on behalf of the City. G. 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 20 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. 18, SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. INDEPENDENT CONTRACTORS: Provider has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Provider, nor its employees, nor any subcontractor hired by Provider to provide any Services • under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded. classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, its employees, or any subcontractor hired by Provider to provide any Services hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Provider rendering Services to the City under this Agreement. Provider further understands and 21 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 laws, rules, program requirements or regulations, upon thirty (30) days written notice, 21. FORCE MAJEURE; A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo, In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event, The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to•a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 22 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 or 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. 23 25. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 26. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 27. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Provider 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 24 the same agreement, 29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date, Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect, IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J, Alfonso, City Manager ATTEST: Print N Title: (Corporate Seal "Provider" Aon Consulting, Inc, By: Print Name:: Al 0i=w7, Al Title: Oct -a- e- "✓ (Authorized Corporate •Officer) 25 APPROVED,,A.S1O,Xj LGAL FORM APPROVED TO 14 SURANCE AND CQIREC3N1SS: REQUI TS: zctoria Mendez VlAq Ann- ie Sharpe ity Attorney �,!'' Interim Director of r' isk Management 26 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; 27 EXHIBIT A SCOPE OF WORK Situation and Plan Analysis and Strategic Planning • 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 • 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 Quarterly and to implement strategy Renewal, Marketing, Vendor Selection and Implementation 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 • Quantify financial impact of renewal and negotiate any variance between renewal and pre -underwriting projection • 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 • Prepare and present a detailed marketing and renewal Annually Annually Annually (if necessary) Annually 28 report including: 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 (if necessary) • Conduct vendor site visits ■ Conduct pre -implementation audit for new, self -insured medical vendors As Needed As Needed • Manage implementation process o Review and negotiate final agreements and contracts to ensure they conform to bid specifications o Review all vendor provided employee communications, SPDs and benefit booklets o Coordinate the administrative set-up between the employer and vendors for reporting, billing, banking and data transfers o Assist with the completion and review of all required applications and other documents as needed to bind coverage o Manage a post implementation debriefing with vendors to discuss performance and needed areas for improvement Annually (if necessary) • Prepare and submit Executive Summary of final decisions Annually Financial Management and Reporting • Develop budget projection, including large claim probability modeling ■ Calculate pre -renewal projection • Calculate accruals and COBRA rates for self -insured plans Annually ■ Review stop loss contract, deductible levels and (if necessary) attachment points for adequacy ■ Develop employee contributions and contribution strategie ■ Evaluate alternative funding options ■ Plan design modeling • Develop Incurred But Not Reported reserves ■ 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 Quarterly (if necessary) Monthly * Based on data availability 29 o High claimant activity report including age, gender, relation, diagnosis, paid claims amount and plan option elected o Historical cost trend analysis o Analyze carrier/TPA financial accounting of plans 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 ■ 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 Quarterly Ongoing Service & Vendor Management • 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 ■ 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 ■ Manage vendor participation in annual enrollment process Ongoing 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 • Completion of stewardship report o Review prior year accomplishments vs. objectives o Provide industry overview and benefit trends Annually 30 Develop goals and objectives for upcoming year ■ 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, agreements and plan documents Monthly • Prepare required Summary Annual Reports Annually • Health and Welfare Plan Documentation Limited Review As needed • Provide legislative alerts Ongoing Resources Customized Employee Communications • 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 Support - 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 • 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 Ongoing Elective Benefits Review • • Obtain cost for new products and services as requested Utilization review services, EAP, Long term care etc. Ongoing and as requested Prescription Drug Value Program • Review of PBM contracted pricing, negotiation and implementation Ongoing and as requested 31 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. 32 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! Warm Regards, Leticia Leticia Borges I Vice President Aon Hewitt 1001 Brickell Bay Drive I Suite 1000 I Miami, FL 133131 t305.961.5923 I f 305.961.5901 I m 305.496.1129 Leticia. Borges(a�aonhewitt.com I www.aonhewitt.com 33 EXHIBIT C 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 34 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. 35 EXHIBIT D COMPENSATION I. 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 teen 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 final quarterly payment in the second .year of engagement. 36 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 37 EXHIBIT F Request for Qualifications No. 260247 and All Addenda thereto (RFQ Document Attached) 38 PROFESSIONAL SERVICES AGREEMENT By and Between The City- of Miami, Florida And Aon Consulting, Inc. This Professional Services Agreement ("Agreement") i. entered into this day of , 2014 by and between the City of Miami, a1Y, unicipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 1 ` Floor, Miami, Florida 33130 ("City"), and Aon Consulting, Inc., ( "Aon" or "Pr eider") a Delaware Corporation qualified to do business in Florida whose principal ddress is 1001 Brickell Bay Drive, Suite 1000, Miami, Florida 33131("Provider"). RECITAL: WHEREAS, health benefits consulting ervices and actuarial services are needed to provide professional analysis of the City /Miami's ("City's") health benefit plans, on a monthly and quarterly basis; and WHEREAS, the City is self-insur, d for health insurance benefits and needs to constantly assess the performance of t 'e different plans and plan administrator; and WHEREAS, the largest aspect area of group health benefits and relatd Third Party Administrator expenditures , and the 1 constant monitoring of expenditures" and services is necessary to make sure that Third Party Administrator is complying th the different plan designs; and WHEREAS, pursuant to ' equest for Qualifications ("RFQ") No. 260247 and Resolution No. 11-0108, adopt d March 10, 2011, the City sought and competitively solicited prices and services i'om qualified and experienced firms, to provide Health if the. City's Risk Management Budget is in this 1 Benefit Consulting Services and Actuarial Services for a contract period of one (1) year with the option to renewal for an additional one (1) year period; and WHEREAS, the lowest responsive and responsible respondent was A Consulting Inc. who entered into a Professional Services Agreement("Agreement") ith the City for Health Benefits Consulting and Actuarial Services on or about June 2011 with an original term of one (1) year with four (4) options to extend of one(17)year each; and, WHEREAS, through inadvertence, mistake or clerical error t'e Aon Agreeme tit i with the City lapsed or expired on or about . June 8th, 2013 yet/Aon continued, at tle City's request, to perform its needed professional services f the period of June 20 3 through April 2014, for which the City is obliged to p them at the same rates an charged as were set forth in the Agreement the sum of 105,013.00; and, WHEREAS, The City now has the prop ed Agreement with Aon in order to contractually formalize the terms of the needp services and to have these professional services furnished by virtue of an Agreem At as is the standard practice of the City; and, WHEREAS, the Aon Cons tn.g, Inc. provided the lowest responsive and responsible response to the Scope Work, as specified in "Attachment B", attached and incorporated and has performed: all of its professional services in a highly competent and most satisfactory manner through its history with the City and it is essential for the City's e best interests and the fisc soundness and financial monitoring of its group; and WHEREAS, b sed on the recommendations of the Risk Management Department as the using agency the City Manager has made a written finding that it is in the City's best interest to ereby request and receive a waiver from competitive procurement 2 requirements set forth in the applicable provisions of the City of Miami Procurement Ordinance, subject to the concurrence and ratification by an affirmative for fifths vote of the Miami City Commission, for the payment of $ 116,999 in ayment of outstanding invoices for services performed and rendered by Aonfor alth Benefit Consulting and Actuarial Services for the time period of Tune 2013 thra gh April 2014 that Aon performed these services after its prior Agreement had expire and, WHEREAS, the foregoing invoices were not disputed a the City who did receive the benefits of the professional services which were ren, red to the City during this time period; and, WHEREAS, the City Commission authorizes, by an .'ffirmative fourth fifths vote, as a bid waiver pursuant to the applicable provisions of te City of Miami Procurement Ordinance the City Manager to negotiate at the same o/lower compensation set forth in the attached Professional Services Agreement ("Agreement") and execute the Agreement ;r ("Agreement"), in substantially the attached form/ with Aon Consulting, Inc. for the provision of Health Benefit Consulting Serving and Actuarial Services as detailed in "Attachment B", for a contract period of one (1) year, with the option to renew for an additional one (1) year period, at a first yea contract amount not to exceed $150,000, with a cost increase cap not to exceed three er cent (3%) for the second year in the event the City decides to exercise the additional one (1) year renewal option; NOW, THEREFORE, in consid..eration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: 3 A. The above stated recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services are hereby incorporated into d made a part of this Agreement as attached Exhibit "A". The Provider's Response dated, fi 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 ,end 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 required corporate resolution authorizing the Consultant to sign this Agreementand bind itself to its terms is hereby incorporated and made a part of this Agreement/as Exhibit "E". The City's RFQ No. 260247 that was originally utilized in this process ,.is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". 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 process is hereby incorporated into and made a part of this Agreement and attachedhereto as Exhibit!"G".. 2. TERM: A. The initial term of this Agreement shall commence on the Effective Date , which is the date this Agreement is executed by the parties, and shall Continue in effect 11 for an initial term of One (1) year. B. OPTION TO EXTEND: The City Manager shall have one (1) option(s) to extend the term hereof for a period of't one (1) year, subject to availability and appropriation of funds. The City Manager shad l exercise its right to extend the term hereof by giving Provider at least thirty (30) days written notice prior to the expiration of the previous term. City Commission approval shall not be required as long as the total extended term does not exceed two (2) ye;irs. 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 performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all ;times during the term hereof, fully qualified and trained to perfoim. the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit A; and (v) each person executing this i' Agreement on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Agreement. C. 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. 4. COMPENSATION: A. The amount of compensation payable by the City to the Provider shall based on the rates and schedules described in Exhibit "D" hereto, which by this refs nce is incorporated into and made a part of this Agreement. Pricing for services for he first year of this agreement shall be for a stipulated sum of $150,000 per ann less any adjustments pursuant to Exhibit D, which the City may offset in the ma r provided in Exhibit D. If City elects to extend Agreement, Provider has agreed to cept a stipulated sum of $150,000 plus an additional 3% Cost Increase Cap applicabl/ in the second year less any adjustments. B. Provider shall invoice the City on a quarter basis in a sufficiently detailed invoice documenting all services provided each uarter. Invoices shall be supporting mentation contain sufficient detail, to accompanied by sufficient suppo g docu allow a proper audit of expenditures, should the Ci require one to be performed. Invoices shall be sufficiently detailed so as to compl; with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, an other applicable laws. No advance payments shall be made at any time. Such in ices shall be addressed and sent to the Director of Risk Management, City of Mi ni, 444 S.W. 2'd Avenue, Miami, Florida C. Payments shall be made in arrears based upon work performed to the satisfaction of the City within forty- ve (45) days after receipt of Provider's proper invoice for Services. A proper invoice will be as that term is defined by Florida's 33130. 6 Prompt Payment Act. Interest at nine percent (9%) per year will accrue on any undisputed sum after the invoice due date until payment is received. Provided services shall be deemed to meet with the City's satisfaction as deternvned 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 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 Provider. E, City shall retain the right to withhold final quarterly payment til all specified elements as outlined and defined in Exhibit A Scope of Work hav-' .een fully completed to the satisfaction of the Director of Risk Management unless ' e completion of such elements is beyond the control of the Provider. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information,y'ocument, report or any other material whatsoever which is given by the City to Pro ider, its employees, or any subcontractor, or which is otherwise obtained or prep 'd by Provider pursuant to or r under the terms of this Agreement, is and shall at algl 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 7 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 and data which result upon the completion of the work and Services unde this Agreement and set forth as a City -owned Deliverable in the Statement of Work. Provider has created, acquired or otherwise has rights in, and may, in connection 'th the performance of Services hereunder, employ, provide, modify, create, acquire o otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, pro ess, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; benefit administration systems; and data, documentation, and proprietary information and processes ("Prdvider Technology"). To the extent that Provider utilizes any of its property, including; without limitation, Provider Technology, in connection with the performance of Se the property of Provider. 6. AUDIT AND INSPECTION RIGHTS A. Provider agrees to provide ac r D RECORDS RETENTION: ess to the City or to any of its duly Vices, such property shall remain authorized representatives, to any books, currents, papers, and records of Provider which are directly pertinent to this Agr meat, for the purpose of audit, examination, excerpts, and transcripts. The City m , , at reasonable times, and for a period of up to three (3) years following the date final payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those books, 8 documents, papers, and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Provider's failure to adhere to, or refuse to comply with, this condition shall result in immediate cancellation of this Agreement by the City. fi B. The City may, at reasonable times during the tem. hereof, inspect the Provider's facilities and perform such tests, as the City deems reasonably neehssary, to determine whether the goods or services required to be provided by Provide�f under this Agreement conform to the terms hereof and/or the terms of the RFQ,1f applicable. Provider shall make available to the City all reasonable facilities a d assistance to facilitate the performance of tests or inspections by City representa- ves. All tests and inspections shall be subject to, and made in accordance with, the 'ovisions of Sections 18-100, 18-101 and 18-102 of the Code of the City of Miami,, lorida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Provider represents and warrants to the City that 't has not employed or retained any person or company employed by the City to solici, or secure thus Agreement and that it has not offered to pay, paid, or agreed to pa: any person any fee, commission, percentage, brokerage fee, or gift of any kind co tingent upon or in connection with, the award of this Agreement. 9 8. PUBLIC RECORDS: A. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Provider's fa'lure or refusal to comply with the provisions of this section shall result in the ii,, nediate cancellation of this Agreement by the City. Pursuant to the provisions of § 119.0701 Fla. Stat. Provider must comply with the Florida public records laws, specifically the Provider must: (a) Keep and maintain public records that ordinarily and necessarily would be r required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and At cost that does not exceed the cost provided in this chapter or as otherwise provic,d by law. (c) Ensure that public records that are exempt or/ of dential and exempt from public records disclosure requirements are not disclosecexcept as authorized by law. (d) Meet all requirements for retaining pu is records and transfer, at no cost, to the public agency all public records in possession of the Provider upon termination of the i contract and destroy any duplicate public records that are exempt or confidential and N,. exempt from public records disclosure regi irements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 10 B. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shalldo so at its own expense and at no cost to the City. 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 attorne 's fees) or liabilities (collectively *fared to to as "Liabilities") by reason of any injury to or death of any person or dan`age 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 `r subcontractors (collectively referred to as "Provider") which is directly caused, in hole or in part, by any act, omission, default or negligence (whether active or passive 9r in strict liability) of the Indemnities, or any of them, or (ii) the failure of the Provid r to comply materially with any of the requirements herein, or the failure of the Provi or to conform to statutes, ordinances, or other regulations or requirements of any gojernmental authority, local, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify, defend and hold harmless e Indemnitees, or any of them, from and against all liabilities which may be asset ted 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 e ployee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider shall indemnify, 11 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 der 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 �t e result of grossly negligent or willful acts or omissions on the part of the City, its p/fficials 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 otherwis/ Provider will correct its work product without additional charge if any errors or omissions occur in its work. Provider shall indemnify and hdld Indemnitees harmless from and against any and all Liabilities arising from Provider's failure to comply with the applicable terms and conditions of this Agreement (regardless of whether such Liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise): (i) for all Liabilities arising from Services performed in a particular Year, in an amount not to exceed $3 naillion ad (ii) without regard to the limitations of set forth ha 9(i) above, for Liabilities ,/ arising from (aa) Providerli gross negligence, willful, fraudulent or criminal misconduct, (bb) bodily/Injury, including death, or damage to personal or real property, (cc) infringement by Provider Technology, and (dd) Provider's breach of its confidentiality obligations set forth in Agreement. Any claim under this Section 9 must be asserted before the date that is three (3) years following the act or omission giving rise to the claim. 12 In no event will either party be liable to the other party for incidental, consequential, special, or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages. In the event that any third party asserts claims against the Provider and/or the Indemnitees for which Provider is defending the Indernnitees relating to the Services, 0 Provider shall have the right to select its, legal counsel for such defense, subject,to the written approval of the City Attorney , which approval shall not be unreasonably withheld. Provider's obligations to indemnify, defend and hold harmless the ln.demnitees shall survive the termination of this Agreement. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall/be borne solely by Provider throughout the duration of this Agreement and that this' provision shall survive the termination of this Agreement. 10. DEFAULT: If Provider fails to comply materially witl% any term or condition of this f Agreement, or fails to perform in any material way, any of its obligations hereunder, and fails to cure such failure after reasonable notice om the City, then Provider shall be in default. Providerunderstands and agrees that; errnination of this Agreement under this section shall not release Provider from any oltrgation accruing prior to the effective date of termination. Should provider be unableor unwilling to commence to perform the Services within the time provided or con. emplaced herein, then, the City may terminate 13 this Agreement. The City may receive a financial credit in the event of such a default as mutually agreed upon by the parties. 11. RESOLUTION OF AGREEMENT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the te.ouis of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled tO' seek judicial relief in connection therewith. In the event that the amount of compensaon 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 bythe. City Commission if the amount of bmpensation pP hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,' 00), or (ii) a period of sixty (60) days has expired, after submitting to the City M nager a detailed statement of the dispute, accompanied by all supporting documentati 'n ninety (90) days if City Manager's decision is subject to City Commission appro-a1); or (iii) City has waived compliance with the procedure set forth in this sectio by written instruments, signed by the City Manager. 12. TERMINATION•OBLIGATIONS UPON TEATION: A. The City, acting by and through its City anager, shall have the right to terminate this Agreement, in its sole discretion, at y time, by giving written notice to Provider at least sixty (60) calendar days prior . the effective date of such teniiination. In such event, the City shall pay to Provic) r compensation for Services rendered and approved expenses incurred prior to the/ffective date of termination. In no event shall 14 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 partis shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider;; .for any additional compensation and expenses incurred, other than that provided herein;• and in no event shall the City be liable for any consequential or incidental damages. C. This Agreement may be terminated, in whole or in part/at any time by mutual written consent of the parties hereto. In such event, the City shill 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 i 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 breagi on the part of the other party in any of its representations, warranties, covenants/6r obligations contained in this Agreement and such default or breach is not cured 7ithin ninety (90) days following written notice from 15 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. 13. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFQ number and title of the RFQ must appear on, a h / certificate of insurance. The Provider shall add the City of Miami as an additions/named e insured to its commercial general liability and auto policies and as a named./commercialrtificate holder on all policies. Provider shall correct any insurance certificates as req ested 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 i 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 erforrllance of the Services under this Agreement without thirty (30) calendar days rior written notice to the City Risk Management Administrator. Completed Certific es of Insurance shall be filed with the City prior to the perforiiiance of Services here der, provided, however, that Provider l"6 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 t e Provider fail or refuse to satisfy the requirement of additional coverage within thirty/30) days following the City's written notice, this Agreement shall be considered te ated on the date the required change in policy coverage would otherwise take effect. // C. Provider understands and agrees that any and all liabilities re arding the // use of any of Provider's employees or any of Provider's subcontractors/for Services related to this Agreement shall be borne solely by Provider throughout/the term of this Agreement and that this provision shall survive the termination Of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. D. Provider shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be 17 responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of tliis Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new o/ renewed certificate(s) are received in acceptable form by the City's I d k Management Administrator; or i (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Provider in conjunotion 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 discriininatory practices and that there shall be no diys6rimination in connection with Provider's performance under this Agreement on ar/6ount of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by ason of his/her race, color, sex, religion, age, handicap, marital status or national o gin, be excluded from participation in, be it10 denied services, or be subject to discrirnii n under any provision of this Agreement. 15. ASSIGNM7ENT: This Agreement shall not bye assigned by Provider, in whole or in part, and Provider shall not assign any part of its operations, without the prior written consent of 18 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 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: Richard S. Kaufman Vice President Aon Hewitt Consulting 1001 Brickell Bay Drive, Suite 1000 Miami, Florida 33131 17. MISCELLANEOUS PROVISIONS: TO THE CITY: Daniel J. Alfonso ;! City Manager' 444 SW rt AyOnue, 10th Floor Miami, Florida 33130 A. This Agreement shall be construed and eruforced 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 o/Wn 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 court and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. 19 B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. Provider shall comply with all applicable laws, rules and regulations in the perforrnance 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. Insofar as extending the term as set forth in Section 2 above,/the City Manager shall have the authority to extend, to amend or to modify this Agreement on behalf of the City. G. 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 20 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. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. INDEPENDENT CONTRACTORS: Provider has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Provider, nor its employees, nor any subcontractor hired by Provider to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, its employees, or any subcontractor hired by ;Provider to provide any Services hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for ;any employee or agent of Provider rendering Services to the City under this Agreeient. Provider further understands and 21 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 futads, reduction of funds and/or change in laws,.I rules, program requirements or 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, stone, hurricane, ,sank hole, other natural disasters, epidemic, riot or civil disturbance, war or terroris;i, sabotage, insurrection; blockade, or embargo. In the event that either party isfdelayed in the performance of any act or obligation pursuant to or required by. t,lie Agreement by it r 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 tilre total number of days, if any, that such party is actually delayed by such Forcc/e�;1 Iajeure Event. The party seeking delay in performance shall give notice to tlaother party specifying the anticipated duration of the delay, and if such delay, all extend beyond the duration specified in such notice, additional notice shall e repeated no less than monthly so long as such delay due to a Force Majeure Ent continues. Any party seeking delay F1 in performance due to a Force Majeure ES ant shall use its best efforts to rectify any condition causing such delay and shall ca perate with the other party to overcome any delay that has resulted. 22 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 itsyork, to use the general results of this project and the name of the City. The Providers agrees to protect any confidential information provided by the City and will not relse 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 t6 City that individual member of Provider, no employee, and no subcontractor under his Agreement or any immediate family member of any of the same is also a znemberrof any board, commission, or agency of the City. Provider hereby represents and warrrts to the City that throughout the term of this Agreement, Provider, its employees end its subcontractors will abide by this prohibition of the City Code. 23 25. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 26. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 27. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to City that on the/ date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Provider 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 a#d 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. �r 28. COUNTERPARTS: f This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which' ben taken together, shall constitute one and 24 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 fore or effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager ATTEST: Print Name: Title: (Corporate Seal) "Provider" Aon Consul, g, Inc. ./ By: PrintName: i /25 (Authorized Corporate Officer) APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Ann -Marie Sharpe Interim Director of Risk Management 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 h considered the matter in accordance with the bylaws of the corporation; EXHIBIT A SCOPE OF WORK =Y: 5 TK i h �._"i �6,.- — S. — 54 a...}..- cdr -_.�.e...,.-._'...._.-5 _ - Review workforce needs and trends to develop a benefits program that supports the City's overall objectives A;;ually ■ Compare current benefits program to national and peer group benchmarks Annually • Conduct situation analysis and establish a process to: o Contain and/or reduce current cost trends o Optimize vendor and network performance Quarterly 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 // ® Perform financial modeling of possible program fu, modifications and identify the implications to"' administration and communications Annually d Meet with Senior Executives and Human Resources staff to review plan performance, discuss recommendations and to implement strategy Quarterly Re,nr_ �a efi, to I r c oz.. irA L --ate ai_lcre er to orr r roc A 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 ;j 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 mart 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-a•nd-renewal — Annually-__..-_.--.. _-_........ 28 a o report including: - 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 (if necessary) a Conduct vendor site visits As Needed L- -Conductpre-implementation-audit-for new; -self -insured— medical vendors --------- - — As Needed ■ Manage implementation process o Review and negotiate final agreements and contracts to ensure they conform to bid specifications o Review all vendor provided employee communications, SPDs and benefit booklets o Coordinate the administrative set-up between the employer and vendors for reporting, billing, banking and data transfers o Assist with the completion and review of all required applications and other documents as needed to bind coverage o Manage a post implementation debriefing with vendors to discuss performance and needed areas for improvement Annually (if necessary) • Prepare and submit Executive Summary of final decisions Annually Wig fTT?r ci � tan rr ec a epi>o � = ��� ■ R a a • a ..�� 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 strategic; Evaluate alternative funding options Plan design modeling �---- /F ,/f , Annually /7(if necessary) ■ Develop Incurred But Not Reported reserves Quarterly (if necessary) 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 f Monthly Based on data availability 29 o High claimant activity report including age, gender, relation, diagnosis, paid claims amount and plan option elected o Historical cost trend analysis • Analyze carrierITPA financial accounting of plans • Reconciliation of premium and claims • 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 Comprehensive Medical/Rx utilization management report detailing cost drivers by: 0 Type of service • Diagnostic category • Network utilization. • Utilization review effectiveness • Drug utilization Facilitate service meetings with vendors to address issues/problems and measure results against performance standards Quarterly Provide daily assistance in resolving vendor service issues • Claims • Billing • Eligibility • Coverage appeals Ongoing Meet as needed to review financials and to Y discuss/review other open items Ongoing ° Review d d updates to contracts,SPDs nd benefit summaries for | i ts and plan design Ongoing =Monitor and report on carrier financial ratings for contracted d At renewal, marketing and stewardship ` Coordinate benefit decisions and plan details wit o Plan design decisions o Facilitate meetings/conference calls behw en vendors Ongoing ° Develop and manage implementation aohadQUeforany ^ plan changes and/or service changes Ongoing * Manage vendor participation |nannual enrollment process Annually " Coordinate with communications resources (nthe creation and review ofopen enrollment materials o Participate in employee education d enrollment meetings at each City of Miami site Annually � Completion ofstewardship report o Review prior year accomplishments vs. objectives Annually 30 o Develop goals and objectives for upcoming year ■ 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 review of SPD benefit provisions, contracts, agreements and plan documents Monthly ■ Prepare required Summary Annual Reports Annually . Health and Welfare Plan Documentation Limited Review As needed ' ■ Provide legislative alerts Ongoing T$= aa-� mj.�ia 7d"ivv'mi ® Custom communications (Printing Additional Cost) o Professionally developed enrollment guide drafting (2, 4 or 8 page) Annually i/ ■ Online benefits website o Provide detailed explanations of benefits and HR policies /' Ongoing ap'`d as requested ` ' S � l es/Phan n sfs % T �.c ysig n . ■ ■ • • 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 Serhi-annual or as requested I . Wellness o Evaluate opportunities for wellness intervention, j programs o Identify proper risk measurement and management tools / o Develop wellness programs / / o Wellness vendor review and selection o Leverage vendor capabilities it o Provide wellness website and tools o Develop culturally appropriate participation/ incentives /' / Ongoing 7 1�fzeeteleuter� `?-'.-,...,�,_.---..-:==`,. c..:R# • • �� �_ .�- ._ .- ..f�L._._.&r:..J..,.-- .. Obtain cost for new products and services t requested Utilization review services, EAP, Long term care etc, k� Ongoing and as requested • Review of PBM contracted pricing, negotiation and Ongoing and as requested implementation 31 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 th'e impact of design changes on plan costs. • A Health Value Initiative analysis for the City of Miami thatltneasures health plan financial efficiency and plan performance (clinical quality, organizational stability, administrative quality) Feasibility analysis on joining Aon Hewitt's Prescriptio7`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 a 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. 32 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! Warm Regards, Leticia Leticia Borges I Vice President Aon Hewitt 1001 BrIckell Bay Drive I Suite 1000 I Mad, FL I 33131 t 305.961.5923 I f 305.961.5901 I m 305.496.1129 Leticia.Boroesaeonhewitt,com I www.aonhewitt.com 33 /' EXHIBIT C 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 ofMialni 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 M. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability // A. Liinits of Liability 7 $100,000 for bodily injury caused by an acc6ident, each accident $100,000 for bodily injury caused by disuse, each employee $500,000 for bodily injury caused by disease, policy limit V. Professional Liability/Errors and ®miss1wns Coverage 34 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 Iess 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. EXHIBIT D COMPENSATION First Year Annual Compensation shall be for the stipulated sum of $150,000 less any adjustments based upon satisfactory performance as determined the Director of Risk Management of the defined Scope of Work contain, in Exhibit A. II. If City elects to favorably extend the Provider's contract for a secof d year, the total annual compensation will be for a stipulated suni of $150,0 ,(` plus a maximum of a 3% cost increase cap less any adjustments, and I.11 predicated -upon the continued _satisfactory_perforxnance of_the_Defitaed Sc'bpe..of Work___ contained in Exhibit A. III. Provider agrees to place at risk $15,000 in fees if Provide' 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 1 extend Provider's contract term for an additional one (1) year term, the Proykler agrees to place at risk $15,000 if Provider is unable to successfully degn and implement a wellness program that attracts the participation of at lead{ 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 s,±'btracted from the Provider's final quarterly payment in the second year of engagement. 36 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 37 EXHIBIT F Request for Qualifications No. 260247 and All Addenda thereto (RFQ Document Attached) 38