HomeMy WebLinkAboutExhibit - AgreementPROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and
This Professional Services Agreement ("Agreement") is entered into this _ day of
2015 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is
444 S.W. 2 a Avenue, 10th Floor, Miami, Florida 33130 ("City"), and
("PROVIDER") a qualified to do business in whose
principal address is
RECITALS:
WHEREAS, the City of Miami issued a Request for Proposal No.
on (the
"RFP" attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of Employee
Benefit Dental Plan, ("Services" as more fully set forth in the scope of work "SOW" attached hereto as
Exhibit B) for the Risk Management Department and Provider's proposal ("Proposal", attached hereto,
incorporated hereby, and made part of hereof as Exhibit A), in response thereto, has been selected as the
most qualified proposal for the provision of the services.
WHEREAS, the Evaluation Committee appointed by the City Manager determined that the Proposal
submitted by the Provider was responsive to the RFP requirements and recommended that the City Manager
negotiate with the Provider; and
WHEREAS, the City wishes to engage the Services of Provider, and Provider wishes to perform the
Services for the City; and
WHEREAS, the City and the Provider desire to enter into this Agreement under the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, Provider and the City
agree as follows:
TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
A. The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached
hereto as Exhibit "A". The Services are hereby incorporated into and made a part of this Agreement as
attached Exhibit "B". The Provider's Response dated, , is hereby incorporated into and made
a part of this Agreement as attached Exhibit "_". The Provider's Insurance Certificate is hereby
incorporated into and made a part of this Agreement as Exhibit "_". The order of precedence whenever
there is conflicting or inconsistent language between documents is as follows: (1) City's Services
Agreement with the Scope of Work; (2) Addenda/Addendum to the Request for Proposals; (3) Request for
Proposals; and (4) , response to the Request for Proposals.
2. TERM:
The initial term of this Agreement shall commence on the , 2015 and shall continue in
effect for a term of two (2) years.
3. OPTION TO EXTEND:
The City Manager shall have (3) options to extend the term hereof 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 three (3)
years.
4. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described, and under the special terms and
conditions set forth in Exhibit "B" 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; and shall maintain such qualification, licenses and expertise for the duration of the contract term
and any extensions thereof. (ii) it is not delinquent in the payment of any sums due the City, including
payment of peiiiiits, fees, occupational licenses, etc., nor in the performance of any obligations to the City,
(iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully
qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the
manner described in Exhibit `B' 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 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.
5. COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be based on the rates and
schedules described in Exhibit "_" hereto, which by this reference is incorporated into and made a part of
this Agreement.
B. Payment shall be made in arrears based upon work performed to the satisfaction
of the City within forty-five (45) days after receipt of Provider's invoice for Services performed, which
shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper
audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so
as to comply with the "Florida Prompt Payment Act", §218.70. 218.80, Florida Statutes, and other
applicable laws. No advance payments shall be made at any time.
C. Provider agrees and understands that (i) any and all subcontractors providing Services related to
this Agreement shall be paid through Provider and not paid directly by the City, and (ii) any and all
liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement
shall be borne solely by Provider.
6. OWNERSHIP OF DOCUMENTS:
Provider understands and agrees that any information, document, report or any other material
whatsoever which is given by the City to Provider, its employees, or any subcontractor, or which is
otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement, is and shall at
all times remain the property of the City. Provider agrees not to use any such information, document, report
or material for any other purpose whatsoever without the written consent of the City Manager, which may
be withheld or conditioned by the City Manager in his sole discretion. Provider is permitted to make and to
maintain duplicate copies of the files, records, documents, etc. if Provider determines copies of such records
are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality
as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all
documents which result upon the completion of the work and Services under this Agreement.
7. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its duly authorized representatives, to
any books, documents, papers, and records of Provider which are directly pertinent to this Agreement, for
the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a
period of up to three (3) years following the date of final payment by the City to Provider under this
Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and.
records of Provider which are related to Provider's performance under this Agreement. Provider agrees to
maintain any and all such books, documents, papers, and records at its principal place of business for a
period of three (3) years after final payment is made under this Agreement and all other pending matters are
closed. Provider's failure to adhere to, or refusal 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 Services Agreement, if applicable. Provider shall make available to the City all reasonable facilities and.
assistance to facilitate the performance of tests or inspections by City representatives. All tests and
inspections shall be subject to, and made in accordance with, the provisions of Section 18-100 and 18-1.01
of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time.
8. 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 inconnection with, the award of this Agreement.
9. PUBLIC RECORDS:
A. Provider understands that the public shall have access, at all reasonable times, to all documents
and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes,
and agrees to allow access by the City and the public to all documents subject to disclosure under applicable
laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate
cancellation of this Agreement by the City.
B. Contractor/ consultant/ provider shall additionally comply with Section 119.0701, Florida
Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and
necessarily would be required by the City to perform this service; (2) provide the public with access to
public records on the same terms and conditions as the City would at the cost provided by Chapter 119,
Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or
confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all
requirements for retaining public records and transfer, at no cost, to the City all public records in its
possession upon termination of this Agreement and destroy any duplicate public records that are exempt or
confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public
records to the City in a format compatible with the City's information technology systems.
C. 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.
10. 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, conflictof 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.
11. INDEMNIFICATION:
Provider shall indemnify, defend and hold harmless the City and its officials, employees, for claims
(collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines,
damages, claims, expenses (including attorneys' fees) or liabilities (collectively referred to as "Liabilities")
by reason of any injury to or death of any person or damage to or destruction or loss of any property arising
out of, resulting from, or in connection with (i) the negligent performance or non-performance of the
Services contemplated by this Agreement (whether active or passive) of Provider or its employees or
subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any
act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnities, or
any of them, or (ii) the failure of the Provider to comply materially with any of the requirements herein, or
the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any
governmental authority, local, federal or state, in connection with the performance of this Agreement.
Provider expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from
and against all liabilities which may be asserted by an employee or former employee of Provider, or any of
its subcontractors, as provided above, for which the Provider's liability to such employee or former
employee would otherwise be limited to payments under state Workers' Compensation or similar laws.
Provider further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any
and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation,
condition, or requirement, related directly to Provider's negligent performance under this Agreement,
compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for
labor and materials furnished by Provider or utilized in the performance of this Agreement or otherwise.
In the event that any third party asserts claims against the Provider and/or the Indemnitees for which
Provider is defending the Indemnitees relating to the Services, Provider shall have the right to select its
legal counsel for such defense, subject to the approval of the City, which approval shall not be unreasonably
withheld. It is understood and agreed that in the event that counsel selected by Provider charges rates
greater than those customarily paid by the City at the time that such claim is asserted, the parties shall, in
good faith, attempt to agree upon such rates or upon an allocation of payment of such rates. In the event that
the third party claim for which Provider has provided or paid Indemnitees defense results in a finding of
fault on the part of the Indemnitees, then the City shall reimburse Provider the cost of the Indemnitees
defense to the extent of such finding of fault.
This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes.
Provider's obligations to indemnify, defend and hold hairuless 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.
12. DEFAULT:
If Provider fails to comply materially with any term or condition of this Agreement, or fails to
perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable
notice from the City, then Provider shall be in default. Provider understands and agrees that termination of
this Agreement under this section shall not release Provider from any obligation accruing prior to the
effective date of termination. Should provider be unable or unwilling to commence to perform the Services
within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable
to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as
all costs and expenses incurred by the City in the re -procurement of the Services, including consequential
and incidental damages.
13. 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.
14. 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 thirty (30)
calendar days prior to the effective date of such termination. In such event, the City shall pay to Provider
compensation for Services rendered and approved expenses incurred prior to the effective date of
termination. In no event shall the City be liable to Provider for any additional compensation and expenses
incurred, other than that provided herein, and in no event shall the City be liable for any consequential or
incidental damages.
B. The City Manager shall have the right to terminate this Agreement, without notice or liability to
Provider, upon the occurrence of an event of a material default hereunder. In such event, the City shall not
be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination,
but the parties shall remain responsible for any payments that have become due and owing as of the
effective date of termination. In no event shall the City be liable to Provider for any additional
compensation and expenses incurred, other than that provided herein, and in no event shall the City be
liable for any consequential or incidental damages.
C. This Agreement may be terminated, in whole or in part, at any time by mutual written consent of
the parties hereto. In such event, the City shall not be obligated to pay any amounts to Provider for Services
rendered by Provider after the date of termination, but the parties shall remain responsible for any payments
that have become due and owing as of the effective date of termination. In no event shall the City be liable
to Provider for any additional compensation and expenses incurred, other than that provided herein, and in
no event shall the City be liable for any consequential or incidental damages.
D. This Agreement may be terminated, in whole or in part, by either party if there has been a
material default or breach on the part of the other party in any of its representations, warranties, covenants,
or obligations contained in this Agreement and such default or breach is not cured within ninety (90) days
following written notice from the non -breaching party. In such event, the City shall not be obligated to pay
any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall
remain responsible for any payments that have become due and owing as of the effective date of
termination. In no event shall the City be liable to Provider for any additional compensation and expenses
incurred, other than that provided herein, and in no event shall the City be liable for any consequential or
incidental damages.
15. INSURANCE:
A. Provider shall, at all times during the term hereof, maintain such insurance coverage(s) as may be
required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are
attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title of
the RFP must appear on each certificate of insurance. The Provider shall add the City of Miami as an
additional named insured to its commercial general liability and auto policies and as a named certificate
holder on all policies. Provider shall correct any insurance certificates as requested by the City's Risk
Management Administrator. All such insurance, including renewals, shall be subject to the approval of the
City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk
Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect
and providing that it will not be canceled, modified, or changed during the performance of the Services
under this Agreement without thirty (30) calendar days prior written notice to the City Risk Management
Administrator. Completed Certificates of Insurance shall be filed with the City prior to the perfoiunance of
Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of
the policies of such insurance with the City.
B. If, in the reasonable judgment of the City, prevailing conditions in the insurance marketplace
warrant the provision by Provider of additional One Million Dollars ($1,000,000) of professional liability
insurance coverage, the City reserves the right to require the provision by
Provider of up to such additional amount of professional liability coverage, and shall afford written notice
of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should the Provider fail or refuse to satisfy the requirement of additional coverage within thirty (30) days
following the City's written notice, this Agreement shall be considered terminated on the date the required
change in policy coverage would otherwise take effect.
C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's
employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely
by Provider throughout the term of this Agreement and that this provision shall survive the termination of
this Agreement. Provider further understands and agrees that insurance for each employee of Provider and
each subcontractor providing Services related to this Agreement shall be maintained in good standing and
approved by the City Risk Management Administrator throughout the duration of this Agreement.
D. Provider shall be responsible for assuring that the insurance certificates required under this
Agreement remain in full force and effect for the duration of this Agreement, including any extensions
hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension
hereof, Provider shall be responsible for submitting new or renewed insurance certificates to the City's Risk
Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the
event that expired certificates are not 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.
D. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and
obligations under this Agreement.
16. 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.
17. ASSIGNMENT:
This Agreement shall not be assigned by Provider, in whole or in part, and Provider shall not assign
any part of its operations, without the prior written consent of the City, which may be withheld or
conditioned, in the City's sole discretion through the City Manager. Provider may not change or replace
sub -contractors performing work under the Services Agreement identified. in Exhibit "B" without the prior
written consent from the City Manager.
18. NOTICES:
All notices or other communications required under this Agreement shall be in writing and shall be
given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the
other party at the address indicated herein or to such other address as a party may designate by notice given
as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail,
on the fifth day after being posted or the date of actual receipt, whichever is earlier.
TO PROVIDER: TO THE CITY:
Daniel J. Alfonso.
City Manager
City of Miami
3500 Pan American
Miami, Florida 33133
Victoria Mendez
City Attorney
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Ann -Marie Sharpe
Risk Management Director
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
City of Miami
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
19. 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 attorneys' fees. Each party waives any defense, whether asserted by motion or pleading, that
the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the
personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.
The parties irrevocably waive any rights to a jury trial.
B. Title and paragraph headings are for convenient reference and are not a part of this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made
in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the
laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall
be deemed modified to the extent necessary in order to confoiui with such laws, or if not modifiable, then
the same shall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect or limitation of its use.
E. Provider shall comply with all applicable laws, rules and regulations in the performance of this
Agreement, including but not limited to licensure, and certifications required by law for professional service
providers.
F. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly
authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City
Manager shall have the sole authority to extend, to amend or to modify this Agreement on behalf of the
City.
20. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives,
successors, or assigns.
21. 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
entitledto, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. Provider further understands that Florida Workers'
Compensation benefits available to employees of the City are not available to Provider, its employees, or
any subcontractor hired by Provider to provide any Services hereunder, and Provider agrees to provide or to
require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or
agent of Provider rendering Services to the City under this Agreement. Provider further understands and
agrees that Provider's or subcontractors' use or entry upon City properties shall not in any way change its or
their status as an independent contractor.
22. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and continued authorization
for program activities and the Agreement is subject to amendment or termination due to lack of funds,
reduction of funds and/or change in regulations, upon thirty (30) days written notice.
23. 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.
24. 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.
25. 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 info illation of a specific nature without prior written consent of the City Manager or the City
Commission.
26. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2611, as amended ("City Code"), regarding conflicts of
interest, Provider hereby certifies to City that no individual member of Provider, no employee, and no
subcontractor under this Agreement nor any immediate family member of any of the same is also a member
of any board, commission, or agency of the City. Provider hereby represents and warrants to the City that
throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this
prohibition of the City Code.
27. 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.
28. 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.
29. 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 noncurrent 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.
30. COUNTERPARTS:
This Agreement may be executed in three or more counterparts, each of which shall constitute an
original but all of which, when taken together, shall constitute one and the same agreement.
31. 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 W.MEREOF, 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 B. Hannon, City Clerk Daniel J. Alfonso., City Manager
ATTEST:
Print Name:
Title: Corporate Secretary
"Provider"
a corporation
By:
Print Name:
Title: President
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Aim -Marie Sharpe, Director
Risk Management
EXHIBIT A
Request for Proposal (RFP) 495345 Employee Benefit Dental Plan
EXHIBIT B
Specifications/Scope of Work
EXHIBIT C
Provider's proposal
CORPORATE RESOLUTION
WHEREAS, ("Provider") wishes to enter
into a Professional Services Agreement ("Agreement") with the City of Miami ("City");
WHEREAS, the Board of Directors, at a duly held meeting of the Provider has considered the
matter in accordance with the By -Laws of the Corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this
corporation is authorized to enter into the Agreement with the City, and the President and the Secretary
are hereby authorized and directed to execute the Agreement in the name of this Corporation and to
execute any other document and perform any acts in connection therewith as may be required to
accomplish its purpose.
IN WITNESS WHEREOF, this day of , 2015.
, ("Provider")
An (State) Corporation
By:
Print Name:
TITLE:
(sign)
Print Name:
Corporate Secretary
(sign)