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HomeMy WebLinkAboutExhibit - AgreementCity of Miami, Florida RFP484326 APPENDIX B PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONSULTANT 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. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and CONSULTANT, a qualified to do business in the State of Florida whose principal address is , hereinafter referred to as the ("Consultant"). RECITALS: WHEREAS, the City of Miami issued a Request for Proposals No. 484326 on May 1, 2015 (the "RFP"), attached hereto, incorporated hereby as Exhibit "A", for the provision of Actuarial and Actuarial Related Consulting Services ("Services"), as more fully set forth in the Scope of Work ("Scope") attached hereto as Exhibit "B". The Scope as described herein is for the Office of Management and Budget, and Consultant's proposal ("Proposal") is attached hereto, incorporated hereby, and made part of hereof as Exhibit "C"). In response to said Proposal, Qualified Consultant has been selected as the most qualified proposal for the provision of the Services; and WHEREAS, the Evaluation/Selection Committee appointed by the City Manager has determined that the Proposal submitted by Consultant was responsive to the RFP requirements, and it recommended that the City Manager negotiate with Consultant; and WHEREAS, the City wishes to engage the Services of Consultant, and Consultant wishes to perform the Services for the City; and Actuarial and Actuarial Related Consulting Services 1 City of Miami, Florida RFP484326 APPENDIX B WHEREAS, the City and the Consultant desire to enter into this Agreement under the terms and conditions set forth herein: NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant 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 and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibit "B." The Consultant's Response and Pricing Proposal dated, , 2015, in response to RFP 484326, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C." The Consultant's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "D." The order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) Professional Services Agreement ("PSA") (2) Addenda/Addendum to the RFP; (3) RFP; and (4) Consultant's response and price proposal dated , 2015, acknowledging scope of services and pricing component of services and, response to the Request for Proposals. 2. TERM: The Agreement shall become effective on the date on the first page of this Agreement, and shall be for an initial term of three (3) years with two (2) two (2) year options to renew. The City shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. Actuarial and Actuarial Related Consulting Services 2 City of Miami, Florida RFP484326 APPENDIX B 3. SCOPE OF SERVICES: A. Consultant agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "B" and "C hereto, which by this reference is incorporated into and made a part of this Agreement. B. Consultant represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, 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 or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Consultant has been duly authorized to so execute the same and fully bind Consultant as a party to this Agreement. C. Consultant shall at all times provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. City may require Consultant 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(s) of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Consultant shall be based on the rates quoted in Exhibit "C," which by this reference is incorporated into and made a part of this Agreement. The total fees under this contract, during the entire term, cannot exceed a cumulative total of ($XX,000.00) dollars. Actuarial and Actuarial Related Consulting Services 3 City of Miami, Florida RFP484326 APPENDIX B B. Unless otherwise specifically provided for elsewhere in this Agreement, payment shall be made in arrears based upon work performed to the satisfaction of the City within forty- five (45) days after receipt of Consultant's invoice for Services performed. Such invoice shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow a proper audit of expenditures, should the City require an audit 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. Consultant acknowledges that any and all travel expenses incurred by Consultant are included in the compensation amount as described above, and all bills/invoices including travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. No advance payments shall be made at any time. C. Consultant agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Consultant 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 Consultant. 5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any information, document, report, or any other material whatsoever which is given by the City to Consultant, its employees, or any subcontractor, or which is otherwise obtained or prepared by Consultant solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Consultant 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/her sole discretion. Consultant is permitted to make and to maintain duplicate copies of the files, records, documents, etc., if Consultant 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 Actuarial and Actuarial Related Consulting Services 4 City of Miami, Florida RFP484326 APPENDIX B 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 as per the terms of this Section 5. 6 AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Consultant agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and/or records of Consultant 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 Consultant under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Consultant which are related to Consultant's performance under this Agreement. Consultant 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. Consultant'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 Consultant's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Consultant under this Agreement conform to the terms hereof. Consultant 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 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. Actuarial and Actuarial Related Consulting Services 5 City of Miami, Florida RFP484326 APPENDIX B 7. AWARD OF AGREEMENT: Consultant represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Consultant 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. Consultant'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. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain 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 that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Consultant shall be permitted to retain any public records that make up part of its work product Actuarial and Actuarial Related Consulting Services 6 City of Miami, Florida RFP484326 APPENDIX B solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Consultant determine to dispute any public access provision required by Florida Statutes, then Consultant shall do so at its own expense and at no cost to the City. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant understands that agreements with Local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Consultant 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. Consultant further agrees to include in all of Consultant'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. 10. INDEMNIFICATION: Consultant shall indemnify, defend and hold harmless the City and its officials and employees, 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 Consultant or its employees or subcontractors (collectively referred to as "Consultant") 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 Actuarial and Actuarial Related Consulting Services 7 City of Miami, Florida RFP484326 APPENDIX B Indemnitees, or any of them, or (ii) the failure of the Consultant to comply materially with any of the requirements herein, or the failure of the Consultant 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 even if it is alleged that the City, its officials and/or employees were negligent. Consultant 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 Consultant, or any of its subcontractors, as provided above, for which the Consultant's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Consultant further agrees to indemnify, defend and hold harmless the lndemnitees 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 Consultant's negligent performance under this Agreement, compliance with which is left by this Agreement to Consultant, and (ii) any and all claims, and/or suits for labor and materials furnished by Consultant or utilized in the performance of this Agreement or otherwise. This section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes. Consultant's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. Consultant 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 Consultant throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Consultant fails to comply with any terms or conditions of this Agreement, or fails to perform in any way any of its obligations hereunder, and fails to cure such failure after Actuarial and Actuarial Related Consulting Services 8 City of Miami, Florida RFP484326 APPENDIX B reasonable notice from the City, then Consultant shall be in default. Upon occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately returned to the City. Consultant understands and agrees that termination of this Agreement under this section shall not release Consultant from any obligation accruing prior to the effective date of termination. Should Consultant be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Consultant 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. 12. RESOLUTION OF AGREEMENT DISPUTES: Consultant understands and agrees that all disputes between Consultant 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 Consultant 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. Consultant 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 or 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 Actuarial and Actuarial Related Consulting Services 9 City of Miami, Florida kFP484326 APPENDIX B written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 13. 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, and without penalty, at any time, by giving written notice to Consultant at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Consultant compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Consultant 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. The Consultant shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a breach hereunder, as described herein, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Consultant for Services rendered by Consultant 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 Consultant for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. 14. INSURANCE: Actuarial and Actuarial Related Consulting Services 10 City of Miami, Florida RFP484326 APPENDIX B A. Consultant 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 Consultant shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Consultant 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 any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Consultant shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. C. Consultant understands and agrees that any and all liabilities regarding the use of any of Consultant's employees or any of Consultant's subcontractors for Services related to this Agreement shall be borne solely by Consultant throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Consultant further understands and agrees that insurance for each employee of Consultant 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. Consultant shall be responsible for assuring that the insurance certificates f 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 Actuarial and Actuarial Related Consulting Services 11 City of Miami, Florida RFP484326 APPENDIX B of this Agreement and any extension hereof, Consultant shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. 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 Consultant in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Consultant of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Consultant represents to the City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant 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. 16. ASSIGNMENT: Actuarial and Actuarial Related Consulting Services 12 City of Miami, Florida RFP484326 APPENDIX B This Agreement shall not be assigned by Consultant, in whole or in part, and Consultant shall not assign any part of its operations, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. 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 CONSULTANT: TO THE CITY: Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th FL Miami, FL 33130-1910 18. 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 Actuarial and Actuarial Related Consulting Services 13 City of Miami, Florida RFP484326 APPENDIX B and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. 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. C. 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. D. Consultant 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 Consultants. E. 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, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Consultant has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or Actuarial and Actuarial Related Consulting Services 14 City of Miami, Florida RFP484326 APPENDIX B employee of the City. Accordingly, neither Consultant, nor its employees, nor any subcontractor hired by Consultant 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. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, its employees, or any subcontractor hired by Consultant to provide any Services hereunder, and Consultant agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Consultant rendering Services to the City under this Agreement. Consultant further understands and agrees that Consultant's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. 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, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 22. 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 Actuarial and Actuarial Related Consulting Services 15 City of Miami, Florida RFP484326 APPENDIX B 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. 23. CITY NOT LIABLE FOR DELAYS: Consultant hereby understands and agrees that in no event shall the City be liable for, or responsible to Consultant 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. 24. USE OF NAME: Consultant understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Consultant 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 Consultant 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. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2- 611, as amended ("City Code"), regarding conflicts of interest, Consultant hereby certifies to the City that no individual member of Consultant, 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. Consultant hereby represents and warrants to the Actuarial and Actuarial Related Consulting Services 16 City of Miami, Florida 1 RFP484326 APPENDIX B City that throughout the term of this Agreement, Consultant, its employees, and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Consultant and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. 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. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Consultant hereby certifies, represents and warrants to the City that on the date of Consultant'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 Consultant under this Agreement are and will continue to be accurate, complete, and current. Consultant 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. 29. 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. Actuarial and Actuarial Related Consulting Services 17 City of Miami, Florida RFP484326 APPENDIX B 30. 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. Actuarial and Actuarial Related Consulting Services 18 City of Miami, Florida RFP484326 APPENDIX B 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 B. Hannon, City Clerk Daniel J. Alfonso, City Manager ATTEST: Print Name: Title: (Corporate Seal) "Consultant" By: (Authorized Corporate Officer) APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director Actuarial and Actuarial Related Consulting Services 19 City of Miami, Florida RFP484326 APPENDIX B CORPORATE RESOLUTION WHEREAS, a corporation, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; This Resolution needs to authorize the signatory to sign EXHIBIT A RFP No. 484326 Actuarial and Actuarial Related Consulting Services 20 City of Miami, Florida RFP484326 APPENDIX B EXHIBIT B SCOPE OF WORK Provide actuarial and actuarial related consulting services per specifications. Actuarial and Actuarial Related Consulting Services 21 City of Miami, Florida RFP484326 APPENDIX B EXHIBIT C PROPOSAL AND COMPENSATION Actuarial and Actuarial Related Consulting Services 22 City of Miami, Florida RFP484326 APPENDIX B EXHIBIT D INSURANCE REQUIREMENTS Actuarial and Actuarial Related Consulting Services 23 City of Miami, Florida RFP484326 APPENDIX B EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) Actuarial and Actuarial Related Consulting Services 24