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HomeMy WebLinkAboutExhibitCity of Miami, Florida Contract No. 616390 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami., Florida and LS, Inc. dba LegalShield, Inc. This Professional Services Agreement ("Agreement") is entered into this day of August, 2017 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, LS, Inc. dba LegalShield, Inc., an Oklahoma Corporation, qualified to do business in the State of Florida, whose principal address is One Pre -Paid Way, Ada, Oklahoma, hereinafter referred to as the ("Contractor"). RECITALS: WHEREAS, the City issued a Request for Proposals ("RFP") No. 616390 on March 13, 2017 (the RFP attached hereto, incorporated hereby, and made a part of as Exhibit A, for the provision of Group Legal Services and Identify Theft Services ("Services" as more fully set forth in the scope of work "Scope", attached hereto as Exhibits B1, General Scope; B2, the Agreement and Plan for the provision of Group Legal Services; and B3, the Agreement and Plan for the provision of Identity Theft Services), for the City, and Contractor's Proposal ("Proposal", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), in response thereto, has been selected as the most qualified Proposal for the provision of the Services. WHEREAS, the Evaluation/Selection Committee appointed by the City Manager determined that the Proposal submitted by the Contractor was responsive to the RFP requirements and recommended that the City Manager negotiate with the Contractor; and WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor 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, Contractor and the City agree as follows: City of Miami, Florida Contract No. 616390 TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: 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, Agreements, Plans, and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibits "B1", "B2", and "B3", respectively. The Contractor's Response and Pricing Proposal dated April 11, 2017, in response to RFP 616390, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Contractor'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 in descending order of priority: (1) Professional Services Agreement ("PSA"), including the Scope of Work (B1); the Agreements and Plans attached as Exhibits "B2" and "B3"; (2) Addenda/Addendum to the RFP; (3) RFP; (4) Contractor's response and price proposal, acknowledging scope of services and pricing component of services, and response to the Request for Proposals. 2. TERM: (Non -Negotiable) The Agreement shall become effective on the date on the first page, and shall be for the duration of five (5) years: Initial term of three (3) years with two (2), one (1) 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. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A", "B1", "B2", and "B3" hereto, which by this reference is incorporated into, and made a part of this Agreement. B. Contractor 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 Exhibits "A", "B1", "B2", and "B3", and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to City of Miami, Florida Contract No. 616390 this Agreement. C. Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. City may require Contractor 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. D. As a minimum qualification for all attorneys who are engaged to perform any services under this Agreement would be that each such attorney be a current member in good standing of the Florida Bar or in the bar of any other state where services may be required and who has been practicing law for at least two (2) full years. The covered employee or the City may confirm this from the Contractor at any time, and the Contractor will respond to such request within three (3) business days. Any attorney not meeting the minimum requirements will not be utilized by the Contractor for services for the City's employees. E. As required by the Rules of the Florida Bar and Florida laws legal services shall be performed only for covered employees and only by members of the Florida Bar. There shall be no unauthorized practice of law by non -lawyers or similar violations. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor shall be based on the rates quoted in Exhibit "C" hereto, which by this reference is incorporated into and made a part of this Agreement. The City shall have no liability to pay any sum, debt, cost, expense, fee or other moneys beyond the rates set forth in Exhibit "C". B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within thirty (30) calendar days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all Subcontractors providing Services related to this Agreement shall be paid through Contractor 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 Contractor. D. Prices shall remain firm and fixed for the term of the Contract, including any option to renew or extension periods. City of Miami, Florida Contract No. 616390 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any Subcontractor, or which is otherwise obtained or prepared by Contractor 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. Contractor 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. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor 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 as per the terms of this Section. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: (Non -Negotiable) A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this 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 Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor 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. Contractor'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 Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor 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. City of Miami, Florida Contract No. 616390 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person or company employed by the City 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: (Non -Negotiable) A. Contractor 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. Contractor'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 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, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor's duty to provide public records relating to this Contract, contact the Custodian of Public Records at (305) 416-1915, via email at PublicRecords@miamigov.com, or regular mail at City of Miami Department of Procurement, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. City of Miami, Florida Contract No. 616390 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: (Non -Negotiable) Contractor 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 Contractor 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. Contractor further agrees to include in all of Contractor'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: (Non -Negotiable) Contractor shall indemnify, hold/save harmless, and defend at its own costs and expense, the City and its agencies, instrumentalities, 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 Contractor or its employees or Subcontractors (collectively referred to as "Contractor") 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 Indemnitees, or any of them, or (ii) the failure of the Contractor to comply materially with any of the requirements herein, or the failure of the Contractor 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. Contractor 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 Contractor, or any of its Subcontractors, as provided above, for which the Contractor's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Contractor 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 Contractor's negligent performance under this Agreement, compliance with which is left by this Agreement to Contractor, and (ii) any and all claims, and/or suits for labor and materials furnished by Contractor or utilized in the performance of this Agreement or otherwise. City of Miami, Florida Contract No. 616390 Contractor's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. Contractor 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 Contractor throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Contractor 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 Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor 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: Contractor understands and agrees that all disputes between Contractor 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 Contractor 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. Contractor 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) calendar days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by al! supporting documentation or ninety (90) calendar 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. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. City of Miami, Florida Contract No. 616390 13. TERMINATION; OBLIGATIONS UPON TERMINATION: (Non -Negotiable) 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 Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor 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 Contractor 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 material breach hereunder, and failure to cure the same within thirty (30) calendar days after written notice of default. in such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor 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 Contractor 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: A. Contractor 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 Contractor 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. Contractor 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 Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. City of Miami, Florida Contract No. 616390 B. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's Subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor 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. C. Contractor 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, Contractor 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 Contractor in conjunction with the violation of the terms and conditions of this Agreement. D. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: (Non -Negotiable) Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor 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: This Agreement shall not be assigned, transferred, sold, pledged, encumbered, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations, City of Miami, Florida Contract No. 616390 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 shalt 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 CONTRACTOR: TO THE CITY: Alicia Underwood LS, Inc. dba LegalShield, Inc. One Pre -Paid Way, PO Box 145 Ada, OK 74821 Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10tt' Floor Miami, FL 33130-1910 Ann -Marie Sharpe, ARM-P Risk Management Director 444 SW 211 Avenue, 9th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor 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 and City of Miami, Florida Contract No. 616390 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. Contractor shall comply with all applicable laws, rules, codes , professional standards, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. 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: Contractor 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 Contractor, nor its employees, nor any Subcontractor hired by Contractor 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. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any Subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require Subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or City of Miami, Florida Contract No. 616390 agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or Subcontractors' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. The attorneys involved performing services are Independent Contractors and not agents, representatives or Contractors of the City. 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) calendar 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 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: (Non -Negotiable) Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any Subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delays) 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. City of Miami, Florida Contract No. 616390 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor 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 Contractor 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, Contractor hereby certifies to the City that no individual member of Contractor, 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. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its Subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: There are no express or implied third party beneficiaries under this Agreement. No persons other than the Contractor 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: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor'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 Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor 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 City of Miami, Florida Contract No. 616390 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. 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. City of Miami, Florida Contract No. 616390 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: By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager "Contractor" ATTEST: LS, Inc. dba LegalShield, Inc. By: By:6,164.2. Print Name: Print Name: Emily B. Rose Title: Title: Vice President, Sales (Authorized Corporate Officer) (Corporate Seal) APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director City of Miami, Florida Contract No. 616390 CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, L 5/ c bct. ilSii/the., an Nikliblik 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; 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 -5.' day of 2017. .Li � � 0164 Ley LSh f l ( ("Contractor") J (State) Corporation By: (sign) Print Name: TS. y2.0 TITLE: L e C rit,_*-741,-,44;a4-3 (sign) Print Name: 444.1fly Secrt-i-drji City of Miami, Florida. Contract No, 616390 EXHIBIT A RFP No. 616390 e ADDENDUM NO. 1 April 3, 2017 REQUEST FOR PROPOSALS NO.: 616390 GROUP LEGAL SERVICES AND IDENTITY THEFT SERVICES TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Proposals ("RFP') and shall become an integral part of the Proposal submitted and the Contract to be executed for Group Legal Services and Identity Theft Services — RFP No.: 616390. Please note the contents herein and affix same to the documents you have on hand. The deadline for receipt of Proposals has been extended to: April 17, 2017 © 3:00 PM (local time) THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE CONTRACT DOCUMENT AND SHALL BE MADE A PART THEREOF. / inie Perez, CPPO, Director of Procurement Group Legal Services and Identity Theft Services Addendum No. 1 RFP No.: 616390 Cairo( Q7. How do we submit the RFP? A7. Proposal submittal instructions and requirements for RFP No. 616390, please refer to Section 5.1 Submission Requirements. Hard copy Proposal submittal location: City of Miami — City Clerk, 3500 Pan American Drive, Miami, FL 33133. Q8. Is there a separate RFP document available that gives additional instruction? A8. No. Q9. Did the City of Miami receive ARAG Legal Insurance's initial response (back on 3/16 or 3/17) of the intent to respond? Or do we need to take another step? A9, Proposers shall submit hard copy Proposals prior to Bid Submission Due Date. Please refer to Answer of Question 8 above. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE CONTRACT DOCUMENT AND SHALL BE MADE A PART THEREOF. Group Legal Services and Identity Theft Services a nie Perez, CPPO, Direct of Procurement 2 Addendum No. 2 RFP No.: 616390 r R 44. �. ADDENDUM NO. 2 April 11, 2017 REQUEST FOR PROPOSALS NO.: 616390 GROUP LEGAL SERVICES AND IDENTITY THEFT SERVICES TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Proposals (`RFP") and shall become an integral part of the Proposal submitted and the Contract to be executed for Group Legal Services and Identity Theft Services — RFP No,: 616390. Please note the contents herein and affix same to the documents you have on hand. All attachments, if applicable, are available on the Capital Improvements and Transportation website - and are part of this Addendum. A. Requests for Information — Since issuance of RFP No.: 616390: Q1. Please confirm that the premium would be paid by payroll deduction. Al. Confirmed, the premium would be paid by payroll deduction. Q2. Please confirm effective date of 1/1/2018. A2. Confirmed, the effective date of services will be 1/1/2018. Q3. Is there a Broker commission included? A3. No, there is no Broker commission included. Q4. How will enrollment be handled? A4. Enrollment will be handled through open enrollment and new employee orientation. Q5. Is another legal plan currently covering City employees? If so, what is the current participation? A5. Yes, 278. Q6. Is there a copy of the plan design you can share? A6. No, there is no copy of a plan design available to share. Group Legal Services and Identity Theft Services Addendum No. 2 RFP No.: 616390 Pe frtze4,444 ADDENDUM NO, 3 April 13, 2017 REQUEST FOR PROPOSALS NO.: 616390 GROUP LEGAL SERVICES AND IDENTITY THEFT SERVICES TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Proposals ("RFP") and shall become an integral part of the Proposal submitted and the Contract to be executed for Group Legal Services and Identity Theft Services — RFP No.: 616390. Please note the contents herein and affix same to the documents you have on hand. All attachments, if applicable, are available on the Capital Improvements and Transportation website - and are part of this Addendum. A. Requests for Information - Since Issuance of RFP No.: 616390 on March '13, 2017: Q1. Please confirm the employee eligibility count. Al. Refer to Addendum No. 3, Attachment No. 1 Q2. Please send a Zip Code status. A2. Refer to Addendum No. 3, Attachment No. 1 Q3. Attachment C -- Could you clarify the type of information needed for these two (2) fields on Plan Design Benefit: Family and Personal Health. A3. Proposer shall list if Proposer plans to offer the City's employees and their eligible dependents any services for "family" and/or "personal health", as part of their proposed program. All plan benefits that Proposer proposes to offer for "family" and or "personal health" shall be identified with in -network, out -network costs/limits, in addition to any other pertinent information. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE CONTRACT DOCUMENT AND SHALL BE MADE A PART THEREOF. Group Legal Services and Identity Theft Services PPO, Director of Procurement Addendum No. 3 RFP No.: 616390 City of Miami Request for Proposals (RFP) Procurement Department Miami Riverside Center 444 SW 2^d Avenue, 6th Floor Miami, Florida 33130 Web Site Address: www.miamigov.comlorocurement RFPNumber: Title: Issue Date/Time: RFPClosing Date/Time: Pre-Bid/Pre-Proposal Conference: Pre-Bid/Pre-Proposal Date/Time: Pre-Bid/Pre-Proposal Location: Deadline for Request for Clarification: Contracting Officer: Hard Copy Submittal Location: Contracting Officer E-Mail Address: Contracting Officer Facsimile: 616390 Request for Proposals for Group Legal Services and Identity Theft Services 13-MAR-2017 10-APR-2017 @ 15:00:00 Voluntary March 21, 2017 at 10:00 a.m. City of Miami MRC 6th Floor South Conference Room, 444 SW 2nd Ave, Miami FL 33130 March 31, 2017 at 5:00 p.m. Hansen, Anthony City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US amhansen@miamigov.eom (305)400-5237 Page 1 of 48 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.S. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terns and conditions of this solicitation and certify that 1 am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSER NAME - ADDRESS' PHONE: FAX EMAIL: CELL(Optional)• SIGNED BY: TITLE: DATE: FAILURE TO COMPLETE. SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS RESPONSE. Page 2 of 48 Certifications Legal Name of Firm: Entity Type (Partnership, Sole Proprietorship, Corporation, etc.): Federal Employer Identification Number (FEIN): Year Established: Office Location (City of Miami, Miami -Dade County, or Other): Business Tax Receipt/Occupational License License Number: Business Tax Receipt/Occupational License Issuing Agency: Business Tax Receipt/Occupational License Expiration Date: Will subcontractor(s) be used? (Yes or No) If subcontractor(s) will be utilized, provide their name, address and the the portion of the Work they will be responsible for under this Contract (a copy of their license(s) must be submitted with your proposal response). If no subcontractor(s) will be utilized, please insert N/A. Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum 1, 7/ 1 /07). If no addendum/addenda was/were issued, please insert N/A. Has Proposer reviewed the attached sample Professional Services Agreement (PSA)? Acknowledge that if awarded, Proposer will be required to execute the PSA in substantially the attached form. Proposer must acknowledge certain clauses (including #2 Term, #6 Audit and Inspection Rights and Records Retention, #8 Public Records, 49 Compliance with Federal, State and Local Laws, #10 Indemnification, #13 Termination, Obligation Upon Termination, #15 Nondiscrimination, and #23 City Not Liable for Delays) are non-negotiable. Page 3 of 48 Page 4 of 48 Line: 1 Description: Proposers are not required to enter any information in this section. Proposers shall submit their proposed prices on Attachments B1 and B2, Price Proposal Schedules. Category: 96149-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ Page 5 of 48 Request for Proposals (RFP) 616390 Table of Contents Terms and Conditions 7 1. Definitions 7 1.1. DEFINITIONS 7 2. General Conditions 9 2.1. GENERAL TERMS AND CONDITIONS 9 3. Special Conditions 28 3.1. PURPOSE 28 3.2. PRE -PROPOSAL CONFERENCE 28 3.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 28 3.4. MINIMUM QUALIFICATIONS 28 3.5. PREFERRED QUALIFICATIONS (Both Categories) 29 3.6. REFERENCES 29 3.7. TERM OF CONTRACT 29 3.8. CONDITIONS FOR RENEWAL 30 3.9. NON -APPROPRIATION OF FUNDS 30 3.10. EXECUTION OF AN AGREEMENT 30 3.11. CHANGES/ALTERATIONS 30 3.12. INSURANCE REQUIREMENTS (Both Categories) 30 3.13. LIVING WAGE ORDINANCE 32 3.14. PROJECT MANAGER 32 3.15. FAILURE TO PERFORM 32 3.16. PROPOSAL FEES 32 3.17. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 33 3.18. METHOD OF AWARD 34 3.19. ADDITIONAL SERVICES 34 3.20. RECORDS 34 3.21. TRUTH IN NEGOTIATION CERTIFICATE 34 3.22. TERMINATION 34 3.23. ADDITIONAL TERMS AND CONDITIONS 35 4. Specifications 36 4.1. SPECIFICATIONS/SCOPE OF SERVICES 36 5. Submission Requirements 41 5.1. SUBMISSION REQUIREMENTS 41 6. Evaluation Criteria 47 6.1. EVALUATION CRITERIA 47 Page 6 of 48 Terms and Conditions 1. Definitions I.1. DEFINITIONS Request for Proposals (RFP) 616390 Cafeteria Plan means a Plan that offers flexible benefits under the Internal Revenue Code Section 125. Employees choose their benefits from a "menu" of cash and benefits, some of which can be paid with pretax deductions from wages. City means the City of Miami, a municipal corporation of the State of Florida. Covered Services means those personal legal services that the Provider provides for Participants as set forth in this exhibit. Covered Services shall be provided by Plan Attorneys unless a Plan Attorney who is willing and able to perform the services is not available, or the Participant chooses to use a non -Plan Attomey. In those circumstances, or where there is no Plan Attorney, the Provider shall reimburse the Participant for the cost of the non -Plan Attorney selected by the Participant, in accordance with a fee schedule established by the Provider. The Provider has no obligation to ensure the credentials or performance of non -Plan Attorneys. Employee means those employees of the City who have elected to participate in the Plan under rules established by the City. Excluded Services are those legal services that are not provided under the Plan. They include the following: (1) employment -related matters, including company or statutory benefits; (2) matters involving the employer or Plan Attorneys; (3) matters in which there is a conflict of interest between the employee and spouse or dependents in which case services are excluded for the spouse and dependents; (4) appeals and class actions; (5) farm and business matters, including rental issues when the Participant is the landlord; (6) patent, trademark and copyright matters; (7) costs or fines; (8) frivolous or unethical matters; and (9) matters for which an attorney -client relationship exists prior to the Participant becoming eligible for plan benefits. Fully Insured Program means a program where the employer Contracts with another organization to assume financial responsibility for the enrollees' legal claims and for all incurred administrative costs. Identity Theft means the deliberate use of someone else's identity. Participant means those Employees, their lawful spouses, domestic partners, and dependents, who are eligible to receive legal services under rules established by the City. Plan or Plan Design means designed benefit options to establish a course of coverage. Plan Attorney means attorneys designated by the Provider to provide Covered Services. Plan Year means the twelve (12) month period during which plan records are kept on file, whether a Calendar Year or Fiscal Year. Proposer means the person, firm, entity or organization, as stated on the Certification Statement Form, submitting a response to this solicitation. Provider means insurance professional rendering Services under the Program. Scope of Service means Section 4.0 of this solicitation, which details the specifications/Work to be performed by the Successful Proposer. Solicitation means this Request for Proposals (RFP) document, and all associated addenda and attachments. Subcontractor means any person, firm, entity or organization, other than the employees of the Successful Proposer, Page 7 of 48 Request for Proposals (RFP) 616390 who Contracts with the Successful Proposer to furnish labor, or labor and materials, in connection with the Services to the City, whether directly or indirectly, on behalf of the Successful Proposer. Successful Proposer means the Proposer that received any award of a Contract from the City as a result of this solicitation, also to be known as the "Prime Contractor." Work, Services, Program, or Project means all Matters and things that will be required to be done by the Contractor in accordance with the Scope of Services and the terms and conditions of this solicitation. Page 8 of 48 Request for Proposals (RFP) 616390 2. General Conditions 2.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of S25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal solicitation and solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Procurement shall notify all affected proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any proposer who has previously failed to properly perform under the terms and conditions of a Contract, to deliver on time Contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.mianri.fl.us/procurement 1.5. ALTERNATE RESPONSES WILL NOT BE CONSIDERED. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this Contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this Contract and purchase any and all goods/services, specified herein from the Successful Proposer(s) at the Contract price(s) established herein, when Page 9 of 48 Request for Proposals (RFP) 616390 permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting Contract or Agreement will establish its own Contract/Agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the Successful Proposer(s). 1.10. AWARD OF CONTRACT: A. The formal solicitation, Proposer's response, any addenda issued, and the purchase order shall constitute the entire Contract, unless modified in accordance with any ensuing Contract/Agreement, amendment or addenda. B. The award of a Contract where there are Tie Bids will be decided by the Director of Procurement or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, preference to Businesses with Drug -Free Workplace Programs. C. The award of this Contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Proposer is in default of these contractual requirements, the City, through action taken by the Department of Procurement, will void its acceptance of the Proposer's response and may accept the response from the next lowest responsive, responsible proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Proposer and its proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Proposer's default. D. The term of the Contract shall be specified in one of three (3) documents which shall be issued to the Successful Proposer. These documents may either be a purchase order, notice of award and/or Contract award sheet. E. The City reserves the right to automatically extend this Contract for up to one hundred -twenty (120) calendar days beyond the stated Contract term in order to provide City departments with continual service and supplies while a new Contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Proposer, in writing, of its intent to extend the Contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred -twenty (120) day extension may occur, if, the City and the Successful Proposer are in mutual agreement of such extensions. F. Where the Contract involves a single shipment of goods to the City, the Contract term shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the Contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such Agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount proposal is required from all Proposers, if so indicated under the Special Conditions. This check or bond guarantees that a Proposer will accept the order or Contract/Agreement, as proposed, if it is awarded to Proposer. Proposer shall forfeit proposal deposit to the City should City award Contract/Agreement to Proposer and Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Proposal deposits are returned to Unsuccessful Proposers within ten (10) days after the award and Successful Proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no Page 10 of 48 Request for Proposals (REP) 616390 Contract has been awarded, all proposal deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - Hand wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rile out other competitors' brands or makes, the phrase "OR EQUAL" is added. When proposing an approved equal, Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the fora of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of proposal cancellation, the Director of Procurement shall notify all prospective proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the Contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any Contractor. If Contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Proposer/Consultant, any subcontractor/subconsultant, or to any other person for, or on account of, any stoppages or delay in the Work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Proposer, by submitting a response, certifies that its response is made without previous understanding, Agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Department of Procurement or initiating department. The Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that Contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. Page 11 of 48 Request for Proposals (RFP) 616390 B. Occupational, Safety and Health Act (OSHA), as applicable to this formal solicitation. C. The State of Florida Statutes, Section 287. 133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this formal solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this formal solicitation. H. National Forest Products Association (NFPA), as applicable to this formal solicitation. 1. City Procurement Ordinance City Code Section 18, Article III, J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. Lack of knowledge by the Proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of Contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission, The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than S200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential vendors, service providers, Proposers, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: Oral communications with the City Procurement Staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal, oral presentations before selection/evaluation committees, Contract negotiations during any duly noticed public meeting, or public. presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Procurement staff. Proposers must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any Proposer shall render any award voidable. A violation by a particular Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Page 12 of 48 Request for Proposals (RFP) 616390 Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Proposers, by responding to this formal solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this formal solicitation. Any such interests on the part of the Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exetnption for himself/herself/itself, or others. Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any board, commission or agency of the City within the past two (2) years. Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY PROPOSER - All expenses involved with the preparation and submission of responses to the City, or any Work performed in connection therewith shall be borne by the Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) A. Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the City Attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of City Contracts. The debarment shall be for a period of not fewer than three (3) years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of City Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend Contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. B. Causes for debarment or suspension. Causes for debarment or suspension include the follo`,ving: 1. Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. Page 13 of 48 Request for Proposals (RFP) 616390 2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. 3. Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. 4. Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of non -responsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. 5. Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. 6. False certification pursuant to paragraph (c) below. 7. Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. 8. Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. 9. Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. C. Certification: All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). D. Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a Contract to provide goods or services to a public entity, may not submit a response on a Contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform Work as a Contractor, supplier, subcontractor, or consultant under Contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the Successful Proposer to accept the award, to fumish required documents, and/or to fulfill any portion of this Contract within the time stipulated. Upon default by the Successful Proposer to meet any terms of this agreement, the City will notify the Proposer of the default and will provide the Contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the Contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the Contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the Work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the Work under this Contract within the time specified. C. Failure to perform the Work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new Work where prior Work has been rejected as nonconforming with the terms of the Contract. Page 14 of 48 Request for Proposals (RFP) 616390 E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Proposer incapable of performing the Work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the Work, shall be deducted from any monies due or which may become due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each response will be reviewed to determine if it is responsive to the submission requirements outlined in the formal solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a response non -responsive. A. Responsible Proposer shall mean a Proposer who has submitted a proposal and who has the capability, as determined under the City Procurement Ordinance, in all respects to fully perform the Contract requirements, and the integrity and reliability of which give reasonable assurance of good faith and performance. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Proposer(s) during the term of the Contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, en -ors, or ambiguities in the formal solicitation or addenda (if any) should be reported in writing to the City's Procurement Department. Should it be found necessary, a written addendum will be incorporated in the formal solicitation and will become part of the purchase agreement (Contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1. Addenda (as applicable) 2. Specifications 3. Special Conditions 4. General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami forlal solicitation and specifically this General Conditions Section, Contractor's response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the formal solicitation and/or response, the formal solicitation and then the response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. Page 15 of 48 Request for Proposals (RFP) 616390 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the Contract period. The City is not obligated to place an order for any given amount subsequent to the award of this Contract. Said estimates may be used by the City for purposes of determining the low Proposer or most advantageous Proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices proposed or at lower prices in this formal solicitation. 1.34. EVALUATION OF' RESPONSES A.Rejection of Responses The City may reject a response for any of the following reasons: 1. Proposer fails to acknowledge receipt of addenda; 2. Proposer miss -states or conceals any material fact in the response; 3. Response does not conform to the requirements of the formal solicitation; 4. Response requires a conditional award that conflicts with the method of award; 5. Response does not include required samples, certificates, licenses as required; and, 6. Response was not executed by the Proposer(s) authorized agent. The foregoing is not an all-inclusive list of reasons for which a response may be rejected. The City may reject and re -advertise for all or any part of the formal solicitation whenever it is deemed in the best interest of the City. B. Elimination from Consideration 1. A Contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or Contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2. A Contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous Contract with the City or deliver on time Contracts of a similar nature. 3. A Contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1. Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the formal solicitation. Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2. The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3. The City may require the Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the formal solicitation. I.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions Page 16 of 48 Request for Proposals (RFP) 616390 of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the formal solicitation, all prices quoted/proposed by the Proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the proposal price, unless otherwise specified in this formal solicitation. Failure to do so may be cause for rejection of proposal. 1.37. FIRM PRICES - The Proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the Contract unless otherwise specified in the formal solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or Contracts, which are to be performed or supplied over a period of time. 1.38. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours Worked in Florida. Accordingly, it is the Contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January lst. At the time of responding, it is Proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the Contract. If impacted, Proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute Successful Proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of Contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful Proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. In any action or proceeding each party shall bear their own respective attorney's fees. 1.40. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terns and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (III-lt) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the Contract or as required by taw; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Infom ation (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested Page 17 of 48 Request for Proposals (RFP) 616390 by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PI -II available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify, hold/save harmless and defend at its own costs and expense the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE —Proposer must furnish all information requested in the spaces provided in the formal solicitation. Further, as may be specified elsewhere, each Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS) as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the formal solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. Alt tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be Page 18 of 48 Request for Proposals (RFP) 616390 amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a formal solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after proposal closing, whichever is earlier. Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the Successful Proposer, shall furnish Evidence of Insurance to the Procurement Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this solicitation within fifteen (15) calendar days after receipt Notice of Award, the Contractor shall be in default of the contractual terms and conditions and shall not be awarded the Contract. Under such circumstances, the Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Proposer. 1.47. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc.); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local Proposer submits the lowest proposal price, and the proposal submitted by one (1) or more responsive, responsible local Proposers who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local Proposer, then that non -local Proposer and each of the aforementioned responsive, responsible local Proposers shall have the opportunity to submit a best and final proposal equal to or lower than the amount of the low proposal previously submitted by the non -local Proposer. Contract award shall be made to the lowest responsive, responsible Proposer submitting the lowest best and final proposal. In the case of a tie in the best and final proposal between a local Proposer and a non -local Proposer, Contract award shall be made to the local Proposer." B. City Code Section 18-86, states, "the RFP, RFLI or RFQBi, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of Proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of Proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from Proposers a separate Manufacturer's Certification of all statements made in the proposal. Failure to provide such certification may result in the rejection of proposal or termination of Contract/Agreement, for which the Proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No Contract or understanding to modify this formal solicitation and resultant purchase orders or Contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Procurement of the City of Miami, Florida through Page 19 of 48 Request for Proposals (RFP) 616390 the issuance of a change order, addendum, amendment, or supplement to the Contract, purchase order or award sheet as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in Proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted Contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional Contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) Contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this fomial solicitation does not constitute the exclusive rights of the Successful Proposer(s) to receive all orders that may be generated by the City in conjunction with this formal solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with constriction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a response under this formal solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) response from an individual, firm, partnership, corporation or joint venture will be considered in response to this formal solicitation. 1.57. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Proposer for any other Page 20 of 48 Request for Proposals (RFP) 616390 purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the Contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Proposer's risk. A. Each Proposer shall furnish the information required in the formal solicitation. The Proposer shall sign the response and print in ink or type the name of the Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a Contract, the content of the Successful Proposer's response may be included as part of the Contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, TIIE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. PRICE ADJUSTMENTS — Any price decrease effectuated during the Contract period either by reason of market change or on the part of the Contractor to other customers shall be passed an to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any Page 21 of 48 Request for Proposals (RFP) 616390 fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. PROMPT PAYMENT —Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Proposers are required to provide their prompt payment terms in the space provided on the formal solicitation. If no prompt payment discount is being offered, the Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the Contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from Successful Proposers during the term of the Contract. 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a Contract to provide any goods or services to a public entity, may not submit a response on a Contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform Work as a Contractor, supplier, subcontractor, or consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO fora period of 36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or constniction of supplies, materials, or equipment covered by this solicitation shall be new. The items proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this solicitation. 1.70. QUALITY OF WORK/SERVICES - The Work/Services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this solicitation. Page 22 of 48 Request for Proposals (RFP) 616390 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) A. Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than S25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake. misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. B. Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed S25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Procurement. A. Protest of Solicitation. 1. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or 2. Any prospective proposer who intends to contest the solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered tiled when received by the Chief Procurement Officer. B. Protest of Award. 1. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two (2) days after receipt by the Proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Procurement Department website, in the Supplier Corner, Current solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Proposer to check this section of the website daily after responses are submitted to receive the notice; or 2. Any actual Responsive and Responsible Proposer whose proposal is lower than that of the recommended proposer may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two (2) days after receipt by the proposer of the notice of the city's determination of non -responsiveness or non -responsibility. The receipt by proposer of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file Page 23 of 48 Request for Proposals (RFP) 616390 a protest is considered filed when received by the Chief Procurement Officer. 3. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination.. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall forni the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. 4. Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than S25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. 5. Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section 6. Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. 7. Costs. All costs accruing from a protest shall be assumed by the protestor. 8. Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or S5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SANIPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, Proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, Page 24 of 48 Request for Proposals (RFP) 616390 transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this Contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the Proposer shall define all warranty, service and replacements that will be provided. Proposer must explain on the response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current Contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the Proposer shall quote not more than the Contract price; failure to comply with this request will result in disqualification of proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IEB, REP, RFQ, or RFLI. NO EXCEPTIONS. Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Proposer. Hardcopy responses not submitted on the requisite response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, I BLOCK TURN RIGHT ON PAN AMERICAN DR, CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: USI NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR, CITY HALL IS AT TIIE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent Page 25 of 48 Request for Proposals (RFP) 616390 submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1,79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Proposers should be aware of the fact that all materials and supplies which are purchased by the Proposer for the completion of the Contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this Contract by written notice to the Contractor effective the date specified in the notice should any of the following apply: A. The Contractor is determined by the City to be in breach of any of the terms and conditions of the Contract. B. The City has determined that such tennination will be in the best interest of the City to terminate the Contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate fiends. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84. TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE - All responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attomey's fees incurred by the City by reason of any legal action challenging your claim. 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS - Neither the qualified Proposer(s) nor any of his/her employees shall perform any Work or deliver any goods unless a change order is issued and received by the Contractor. The qualified Proposer(s) shall not be paid for any Work performed or goods delivered outside the scope of the Contract or any Work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity Page 26 of 48 Request for Proposals (RFP) 616390 purposes. No advertising, sales promotion or other publicity materials containing information obtained from this solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, Proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight_ if variations are not stated on their response, it will be assumed that the product fully complies with the City's specifications. Page 27 of 48 Request for Proposals (RFP) 616390 3. Special Conditions 3.1. PURPOSE The purpose of this Solicitation is to establish a contract, for a Voluntary Employee Funded Group Legal Services Program and Identity Theft Protection Services, as specified herein, from a source(s), fully compliant with the terms, conditions and stipulations of the solicitation. 3.2. PRE -PROPOSAL CONFERENCE A Voluntary pre -proposal conference will be held on March 21, 2017 at 10:00 a.m. at City of Miami MRC 6th Floor South Conference Room, 444 SW 2nd Ave, Miami FL 33130. The purpose of the pre -proposal conference is to allow potential Proposers an opportunity to present questions to staff and obtain clarification of the requirements of the proposal documents. It is the Proposers responsibility, prior to submitting a proposal, to acquaint himself/herself thoroughly, regarding any and all conditions and/or requirements that may in any manner affect the work to be performed. No allowances will be made because of lack of knowledge of these conditions. 3.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Procurement Department, Attn: Anthony Hansen; fax: (305) 400-5237 or email: amhansen@miamigov.com, and a copy filed with the Office of the City Clerk, pursuant to Section 1.20. Cone of Silence. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than March 31, 2017 at 5:00 p.m.. All responses to questions will be sent to all prospective bidders/proposers in the form of an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 3.4. MINIMUM QUALIFICATIONS Category 1: Voluntary Employee Funded Group Legal Services (Group Legal Services) Proposer shall: a) Be licensed by the State of Florida, Office of Insurance Regulation, to provide the Services for which the proposal is being submitted for, as of the proposal due date. b) Have a record of performance of no less than five (5) consecutive years, providing Group Legal Services to governmental entities, similar in nature and scope as described herein; c) Have never filed for bankruptcy, be in sound financial condition, have no record of pending lawsuits or criminal activities, and shall not have conflicts of interest which may be of embarrassment to the City. d) Personnel assigned to a Matter must have a minimum of three (3) completed Matters in the assigned discipline. These should be completed Matters that can be verified by the City employee upon request for certifying experience. Page 28 of 48 Request for Proposals (RFP) 616390 Category 2: Identity Theft Protection Services (ID Theft Services) Proposer shall: a) Have a record of performance of no less than five (5) years, providing ID Theft Services to employees of governmental entities similar in nature and scope as described herein. b) Be an established entity for a minimum of five (5) years. The individual proposed as the Project Manager must have a minimum of five (5) years experience in scope and have served as a Project Manager on similar projects, on a minimum of three (3) previous occasions. c) Have never filed for bankruptcy, be in sound financial condition, and have no record of pending lawsuits or criminal activities, and shall not have conflicts of interest which may be of embarrassment to the City. d) Have a 24/7/365 contact center that provides immediate and active theft resolution customer services. Automated responses are not acceptable. e) Must be Health Insurance Portability and Accountability Act (HIPAA) compliant Note: These are continuing requirements throughout Contract award and term of any resultant agreement. 3.5. PREFERRED QUALIFICATIONS (Both Categories) Proposer shall: a) Possess at least five (5) years of experience providing similar services to governmental groups of four -thousand (4,000) employees or greater. b) The City's account should not increase the Proposer's nationwide current book of business by more than twenty-five percent (25%). 3.6. REFERENCES Each proposal must be accompanied by a list of three (3) references, (Attachment F- Reference Submittal Form) which shall include for each project. the name of the company, dates covering the term of the Contract, client contact person and phone number, and statement of whether Proposer was the Prime Contractor or subcontractor. 3.7. TERM OF CONTRACT The Proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms: a) The term of the Contract(s) shall be for three (3) years, with an option to renew for two (2) additional one (1) year periods. b) The City shall have the option to extend or terminate the Contract. Continuation of the Contract beyond the initial period is a City prerogative; not a right of the Proposer. This Page 29 of 48 Request for Proposals (REP) 616390 prerogative will be exercised only when such continuation is clearly in the best interest of the City. 3.8. CONDITIONS FOR RENEWAL Each renewal of this Contract is subject to the following: a) Continued satisfactory performance compliance with the specifications. terms and conditions established herein; b) Availability of fiords. 3.9. NON -APPROPRIATION OF FUNDS This project is voluntary and employee funded. No guarantee, warranty or representation is made that any employees will sign up for the program, if awarded. 3.10. EXECUTION OF AN AGREEMENT The Successful Proposer(s) evaluated and ranked in accordance with the requirements of this solicitation, shall be awarded an opportunity to negotiate a Professional Services Agreement (Agreement) with the City. The City reserves the right to execute or not execute, as applicable an Agreement with the Successful Proposer(s) in substantially the same form as the draft Agreement included as part of this solicitation. Such Agreement will be furnished by the City, will contain certain terms as are in the City's best interest, and will be subject to approval as to legal form by the City Attorney. 3.11. CHANGES/ALTERATIONS Proposer may change or withdraw a proposal at any time prior to proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 3.12. INSURANCE REQUIREMENTS (Both Categories) INDEMNIFICATION Successful Proposer shall, indemnify, hold / save harmless and defend at its own costs and expense, the City and its officials, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Successful Proposer's performance under the provisions of the contract, including all acts or omissions to act on the part of Successful Proposer, including any person performing under this Contract for or on Successful Proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The Successful Proposer shall furnish to the City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130; Certificate(s) of Insurance which indicates that insurance coverage has been obtained which meets the requirements outlined below: (1) Worker's Compensation Page 30 of 48 Request for Proposals (RFP) 616390 A. Limits of Liability - Statutory - State of Florida (2) Commercial General Liability (Primary and Non -Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability - Each Occurrence: S1,000,000 General Aggregate Limit: $2,000,000 Personal and Adv. Injury, Products and Completed Operations and Fire Damage: S1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Contingent and Contractual Exposures Primary Insurance Clause Endorsement (3) BusinessAutomobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability combined single limits. Any Auto, including hired, borrowed or owned, or non -owned autos used in connection with the work: S1,000,000 B. Endorsements Required City of Miami included as an Additional Insured (4) Professional Liability Combined Single Limit Each Claim: S1,000,000 General Aggregate Limit: $1 000 000 Retro Date Included BINDERS ARE UNACCEPTABLE The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Successful Proposer. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A-" as to management, and no Tess 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. Certificates wilt indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY REQUEST FOR PROPOSAL NUMBER AND/OR TITLE OF REQUEST FOR PROPOSAL MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Successful Proposer of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Successful Proposer shall be responsible for submitting new or renewed insurance certificates to the City 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 Page 3 l of 48 Request for Proposals (RFP) 616390 contractual period, the City shall: • Suspend the Contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Proposal. • The City may, at its sole discretion, terminate this Contract for cause and seek re -procurement damages from the Successful Proposer in conjunction with the General and Special Terms and Conditions of the Request for Proposal. The Successful Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Successful Proposer. 3.13. LIVING WAGE ORDINANCE The City of Miami adopted a Living Wage Ordinance for City Service Contracts with a total Contract value exceeding $ 100,000 annually, and that have been competitively solicited and awarded on, or after January 1, 2017 by the City. "Service Contract" means a Contract to provide services to the City, excluding, however, professional services as defined by the "Consultants Competitive Negotiation Act" set forth in F.S. § 287.055, and Section 18-87 of the City Code, and/or the other exclusions provided by Section 18-557 of the City Code. Section 18-557 is attached as Attachment A. Please see provisions in Attachment A. If a solicitation requires services, effective on January 1, 2017, Contractors must pay to all its employees, who provide services, a living wage of no less than S 15.00 per hour without health benefits; or a wage of no less than S 13.19 an hour, with health benefits. This language is only a summary of the key provisions of the City of Miami Living Wage Ordinance. Please review Attachment A, attached hereto, for a complete and thorough description of the City of Miami Living Wage Ordinance. 3,14. PROJECT MANAGER Upon award, Successful Proposer shall report and work directly with the Director of the Risk Management Department, or their designee, who shall be designated as the Project Manager for the City. 3.15. FAILURE TO PERFORM Should it not be possible to reach the Successful Proposer, or Successfitl Proposers Project Manager, and/or should remedial action not be taken within forty-eight (48) hours of any failure to perform according to specifications, the City reserves the right to declare the Successful Proposer in default of the Contract or make appropriate reductions in the Contract payment. 3.16. PROPOSAL FEES Proposer shall detail any and all fees and costs to provide the required services as detailed in Section 4, Scope of Services herein, on Attachments B 1 and/or B2, Price Proposal Schedule for the applicable Category. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service for which pricing was not previously secured, the City shall ask the Successful Proposer to provide reasonable cost(s) Page 32 of 48 Request for Proposals (RFP) 616390 for same. Should the City determine the pricing unreasonable, the City reserves the right to negotiate cost(s) or seek another vendor for the provision of said service(s). Failure to submit Attachments 81 and/or 82, Price Proposal Schedules as required will disqualify Proposer from consideration. 3.17. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued; (2) Receipt of responses; (3) Opening and listing of all responses received; (4) Procurement staff will review each submission for compliance with the submission requirements of the solicitation, including verifying that each submission includes all documents required; (5) An Evaluation Committee ("Committee"), appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this solicitation and based upon the evaluation criteria as specified herein; (6) The Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Committee and shall be recorded; (7) The Committee reserves the right to rank the proposals and shall snake its recommendation to the City Manager requesting the authorization to negotiate. No Proposer(s) shall have any rights against the City arising from such negotiations thereof; (8) The City Manager reserves the right to reject the Committee's recommendation to negotiate, and instruct the Committee to re-evaluate and make another recommendation, or reject all proposals. No Proposer(s) shall have any rights against the City arising from such termination thereof; (9) If the City Manager accepts the Committee's recommendation to negotiate, Procurement will negotiate a final contract with the Successful Proposer, and submit a recommendation to award a contract (s) to the City Manager; (10) The City Manager shall then submit his or her award recommendation and negotiated contract (s) to the City Commission for approval. Written notice shall be provided to all proposers. (11) If the City Manager accepts the award recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Procurement Department website, in the Supplier Corner, Current Solicitations and Notice of .Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of "Award To" fields. If "various" is indicated in the Recommendation of "Award To" field, the Proposer must contact the Contracting Officer for that solicitation to obtain the suppliers names. (12) After reviewing the City Manager's recommendation, the City Commission may: 1. Approve the City Manager's award recommendation and negotiated contract(s); 2. Reject all proposals; 3. Reject all proposals and instruct the City Manager to reissue a solicitation; or 4. Reject all proposals and instruct the City Manager to enter into competitive negotiations with at least three individuals or firms possessing the ability to perform such services and obtain information from said Page 33 of 48 Request for Proposals (REP) 616390 individuals or firms relating to experience, qualifications and the proposed cost or fee for said services, and make a recommendation to the City Commission. The decision of the City Commission shall be final. Written notice of the award shall be given to the Successful Proposer. 3.18. METHOD OF AWARD Proposers may propose on one (1) or both categories (Group Legal Services or 1D Theft Services). The City may award one (1) Contract for a bundled program to a Successful Proposer, or may award two (2) Contracts, at its sole discretion. Refer to Section 5 for Submission Requirements. 3.19. ADDITIONAL SERVICES Services not specifically identified in this solicitation may be added to any resultant Contract upon successful negotiation and mutual consent of the contracting parties. 3.20. RECORDS During the Contract period, and for at least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 3.21. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original Contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the Contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such Contract adjustments shall be made within one (1) year following the end of the Agreement. 3.22. TERMINATION A. FOR DEFAULT The City reserves the right to terminate this Contract upon ten (10) days written notice of default, in part or in whole, or place the Successful Proposer on probation in the event that the Successful Proposer fails to perform in accordance with the terms and conditions contained herein. This may be done by the City without recourse or penalty to the City. The City further reserves the right to suspend or debar the Successful Proposer in accordance with the appropriate City ordinances, resolutions and/or administrative/implementing orders. In the event of termination for default, the City may procure the required goods and/or services from any source and use any method deemed in its best interest. All re -procurement costs shall be borne by the Successful Proposer. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in Page 34 of 48 Request for Proposals (RFP) 616390 the best interest of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for convenience by the City of Miami the Successful Proposer will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 3.23. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional temis and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the Proposer's authorized signature affixed to the Proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. Page 35 of 48 Request for Proposals (RFP) 616390 4. Specifications 4.1. SPECIFICATIONS/SCOPE OF SERVICES 1. Background The City of Miami (City), is soliciting proposals from experienced and qualified firms for the provision of a Voluntary Employee Funded Group Legal Services Program (Group Legal Services) which offers a complement of affordable prepaid legal services. The City does not currently have Group Legal Services in place for employees, however, it is the City's intent to make these services available, on a voluntary basis, to all interested employees and their qualifying dependents. The City is also interested in a fully integrated and secure protection plan for identity theft (ID Theft Services), at a reasonable cost to the employees. This plan is also voluntary and employee funded. Proposers must respond with clarity to all of the components that the Proposer offers. The extent to which a proposal addresses all of the expectations will determine which proposal represents the best value to the City. Proposers may choose to include responses that meet the expectations, expand upon them for value added consideration, or propose a creative alternative to satisfy the expectation. The City will be the sole determiner of the value of any value added items and/or proposed alternatives. Ali value added items that are addressed should be included in the overall cost of the services proposed.The services will be presented herein as two (2) separate categories of Services; 1) Group Legal Services, and 2) ID Theft Services. Proposers may propose on one (1) category and/or both categories as a bundle. The goal is to select one (I) Proposer, however, the City reserves the right to separate the services and award Contracts to two (2) Proposers (refer to Section 5, for Submission Requirements). The Proposer may subcontract for any portion of the Services. The City currently employs approximately four -thousand one hundred (4,100) eligible employees. 2. Requirements and Services to be Provided for Voluntary Employee Funded Group Legal Services and ID Theft Services A. Plan Requirements (Category 1 and 2) 1. Contract situs state shall be Florida, 2. The Plan effective date shall be June 1, 2017. 3. Premiums are collected through bi-weekly payroll deductions and employees pay the full cost of coverage on a post tax basis. 4. All City employees eligible as of the effective Contract date shall be eligible for coverage with no actively at work provision. The Plan shall allow coverage for the employee, the employee's spouse/domestic partner and eligible unmarried dependent children, including the children of a domestic partner. Unmarried dependent children are eligible for coverage through the end of the calendar year turning age nineteen (19). Coverage may be extended to the end of the calendar year turning age twenty-five (25), if the unmarried dependent child is dependent on the employee for financial support, and resides in the employee's household, or is a full-time/part-time student. 5. Services shall be available in Florida counties: Martin, Palm Beach, Broward, Miami -Dade, and Monroe, where most City employees reside. 6. Participating employees on City approved unpaid leave of absence may continue their coverage for up to one (1) year (more, if such leave is extended by City action) by paying the required bi-weekly contributions directly to the City. 7. Eligible employees terminating employment with the City may purchase a conversion policy directly from Page 36 of 48 Request for Proposals (RFP) 616390 the Successful Proposer. B. Administrative and Related Services (Category I only) Successful Proposer shall: 1. Provide a customized website which includes information on participating providers and available benefits, along with a link, for posting through the City's benefits website. 2. Provide a toll -free number for telephone consultation and customer service inquiries, available Monday through Friday from at least 8:00 a.m. to 6:00 p.m. (local time). 3. Prepare a customized Policies and Procedures Manual for services requested herein, which will be utilized by the Successful Proposer and the City, to administer the Program. 4. Fulfill, upon expiration of any Agreement as a result of this solicitation, all responsibilities of the Plan Year. 5. Provide Plan "rights of recovery" provisions. 6. Plans Design under the Program shall include, at a minimum, the following service categories: o Dissolution of Marriage o Family o Adoption o Guardianship / Conservatorship o Insanity / Infirmity Proceedings o Juvenile Court o Name Change o Personal Health Care o Pre Nuptial Agreement o Protection of Inheritance Rights o Wills o Power of Attorney o Bankruptcy o Consumer Protection o Defense of Civil Damage Claims o Labor / Employment o IRS o Estate Administration / Closing o Property Transfers o Landlord / Tenant Matters o Purchase / Sale of Secondary Property o Criminal Defense o Expungement o Habeus Corpus Proceedings o Criminal - Misdemeanor Protection o Defense of Civil Damage Claims o Preventative Page 37 of 48 Request for Proposals (REP) 616390 o Major Trial o Administrative Hearings Please refer to Attachment C for further information on solicited Plan Design Benefits. C. Enrollment and Communication Materials (Categories 1 and 2) The Successful Proposer shall: 1. Accept all new enrollees. 2. Allow for employees to sign up or terminate their enrollment on Successful Proposer's website, and through their toll free number. Successful Proposer will submit paperwork to the City for payroll deductions. 3. Allow for coverage to begin once deductions start (Proposer may state how long the employee has to stay in the program before it may be terminated). 4. Provide digital enrollment materials with all plan information, limitations and exclusions. Successful Proposer shall also provide enrollment materials in sufficient quantities as determined by the City, with additional supplies available, throughout the Plan Year, as necessary. 5. Mail identification cards and new member materials to all new enrollees' homes. The Successful Proposer shall pay all applicable postage. 6. Have representatives available during open enrollment as well as other events to explain plan benefits (the number of events may vary from year to year). 7. Have digital information to be distributed to employees approved by City's Contract Administrator or designee, in writing, prior to distributing or mailing. 8. At the request of the City, offer credit protection for those instances when a member's personal information is accidentally or inappropriately disclosed/compromised. D, Representations and Warranties (Categories 1 and 2) The Successful Proposer shall: 1. Ensure that Services will be administered on a uniform basis for all participants. 2. Ensure that at all times the panel of attorneys shall be comprised of an adequate number of attorneys throughout the geographic area covered by the Plan to permit convenience of access and to provide satisfactory and timely legal services to covered participants. 3. Ensure that all attorneys on the panel are members in good standing of the State Bar Association in which the legal services are performed. E. Premium Remittance (Categories 1 and 2) The City will remit to the Successful Proposer the total fees due for all participant(s) at the end of each bi-weekly pay period accompanied by an electronic file and/or computer printout of each enrolled employees' salary deductions. Employees pay the full cost for the Plan. Employee salary deductions are bi-weekly in arrears and it is necessary for the Successful Proposer to take into its underwriting, consideration for the need of a sixty (60) day grace period. The Successful Proposer shall provide coverage for up to sixty (60) days after non-payment of premium for employees on an approved leave of absence. The Successful Proposer shall allow retroactive premium adjustments and honor claims that are incurred within one -hundred and twenty (120) days of termination of eligible employees who are inadvertently and incorrectly excluded from employer remittance reports. Page 38 of 48 Request for Proposals (RFP) 616390 F. Reporting (Category 1 only) The Successful Proposer shall provide an Annual Premiums versus Claims Utilization Report, which shall be segregated by Service Categories. Report shall be provided to the City's Contract Administrator or designee within forty-five (45) days of the end of each Plan Year. The City reserves the right to request additional reports on an as -needed basis, in addition to, a yearly survey to determine participant satisfaction, from the Successful Proposer. G. Call intake/Customer Service (Categories I and 2) The Successful Proposer shall: 1. Accept incoming calls from employees and others (i.e. City representatives, family members or Supervisor). 2. Provide a Call Intake System that has an "automated call distribution" feature with message capability for after hours. Return calls shall be made within twenty-four (24) hours. 3. Provide customer service in English, Spanish and Creole during the City's normal business hours (Monday through Friday from 8:00 a.m. to 5:00 p.m., Eastern Time). H. Monitoring (Category 2 Only) The monitoring services for the ID Theft Services shall include, but not be limited to: a) Credit card b) Public records c) Application d) Medical records e) Address change f) Credit bureau g) Social security number h) Bank records i) Drivers' license number j) New financial accounts The Services will also include legal consultation. If responding to the ID Theft Services Category, Proposers shall complete Attachment E, ID Theft Services Questionnaire, in its entirety (additional pages may be used, if applicable). I. Privacy and Confidentiality (Categories 1 and 2) Successful Proposer shall: 1. Develop, adopt, and implement standards to safeguard the privacy and confidentiality of all personal information about eligible employees and members of the Program. Successful Proposer's procedures shall include, but not be limited to safeguarding the identity of members of the Program and preventing unauthorized disclosure of personal information. 2. Report any unauthorized use or disclosure of the members' personal information to the City, within twenty-four (24) hours of any incident of which it becomes aware. 3. Comply with all federal and state laws concerning the privacy and confidentiality of members' information, and agrees to implement any regulations when they become effective. Page 39 of 48 Request for Proposals (RFP) 616390 4. Not disclose any member's personal information to another business associate for pecuniary gain, without prior written authorization from the City. S. Mitigate, to the extent practicable, any harmful effect that is known to the Successful Proposer of a use or disclosure of members' information by the Successful Proposer in violation of the requirements of this Agreement or federal or state laws. 6. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic personal information of members that Successful Proposer creates, receives, maintains, or transmits. 7. Report to the City any security incident of which the Successful Proposer becomes aware, and ensure that any agent of the Successful Proposer, including any subcontractor or subconsultant, agrees to the same restrictions and conditions that apply to the Successful Proposer with respect to such information. 8. Not sell member information. Successful Proposer shall not use member information unless it is aggregated blinded data, which is not identifiable on a member basis. Successful Proposer shall not use member identified or non -aggregated information for advertising, marketing, promotion or any activity intended to influence sales or market share of any product or service. 9. Full financial responsibility for any penalties, fines, or other payments imposed or required as a result of Successfiil Proposer's non-compliance with, or violation of, federal or state requirements, and the Successful Proposer shall indemnify the City with respect to any such penalties, fines, or payments. 10. Assure that all Successful Proposer's staff, including subcontractor or subconsultant, are trained in all privacy requirements, as applicable. 1 1 . At the request of the City, offer credit protection for those times in which a member's personal information is accidentally or inappropriately disclosed. Page 40 of 48 Request for Proposals (RFP) 616390 5. Submission Requirements 5,1. SUBMISSION REQUIREMENTS Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the Work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for Contract award. ALL RESPONSES WILL BE SUBMITTED IN HARDCOPY FORMAT ONLY TO INCLUDE ONE (1) ORIGINAL AND SEVEN (7) COPIES ALONG WITH ONE (1) ELECTRONIC COPY ON CD-ROM OR FLASH DRIVE IN PDF FORMAT. NO ON-LINE SUBMITTALS WILL BE ACCEPTED. Proposers may submit a proposal for ONE (1) OR BOTH Category of Services: Category 1: Group Legal Services; and Category 2: ID Theft Services. Proposers must clearly indicate for which Category of Service Proposer is submitting proposal for, and must address all of the following for each Service proposing on, if applicable. In addition, if Proposer is proposing on Category 2, Proposer MUST complete Attachment E, ID Theft Services Questionnaire. Proposers will be evaluated and ranked on a Service by Service basis. For example, proposals submitted for Category 1, wilI only be ranked against other proposals submitted for Category 1. The responses to this solicitation shall be presented in the following format. Failure to do so may deem your proposal non -responsive. Submission Requirements supersedes Section 1.78, Submission and Receipt of Responses of this RFP document. 5.2 INSTRUCTIONS TO PROPOSERS A. Include the signed RFP Certification Statement. B. Include in detail, documents that clearly demonstrate Proposer meets the minimum qualification requirements, pursuant to Section 3.4 Proposer's Minimum Qualifications. 1. Cover Page The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social Security Number. 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the proposal as listed below, including all other relevant documents requested for submission. All pages of the proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary A signed and dated summary of not more than two (2) pages containing Proposer's overall Qualifications and Experience and Technical Qualifications, as contained in the submittal. Proposer shall include the name of the Page 41 of 48 Request for Proposals (RFP) 616390 organization, business phone and contact person and a summary of the work to be performed. 4. Minimum Qualification Requirement Provide documentation that demonstrates Proposer's ability to satisfy the minimum qualification requirements. Proposer's who do not meet the minimum qualification requirements, who fail to provide the supporting documentation, may be deemed non -responsive. 5. Proposer's Relevant Experience. Qualifications. and Past Performance a) Describe the Proposer's organizational history and structure; years Proposer has been in business providing similar Service(s) to those requested herein, for governmental clients with four -thousand (4,000) employees or greater. Identify number of years providing the Services for each Category. b) Provide a detailed list of comparable Group Legal Services Contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing or completed within the past three (3) years. The description should identify for each program: • Client • Description of coverage provided • Annual total dollar value of contact • Contract duration (dates covered) • Client contact person, title, email and phone number • Statement of whether Proposer is/was the prime contractor or subcontractor • If Proposer was the subcontractor, identify the prime • Detail Proposer's responsibilities and the results of the Program c) Where possible, list and describe those Services performed for government clients, including the City of Miami, of similar size entities. d) Provide a list of three (3) businesses for which the Proposer has provided similar Services as those described in this RFP. List separate references for Group Legal Services and ID Theft Services, if proposing on both categories. Refer to the Attachment F Reference Submittal Form. e) Provide the following information from Proposer's national book of business, as well as, South Florida, and Florida state wide. • Number of years in operation for legal services products offered: 1.) Nationwide 2.) South Florida (Miami -Dade, Broward, and Palm Beach Counties) 3.) Florida state wide • Number of current memberships in legal services programs: 1.) Nationwide 2.) South Florida (Miami -Dade, Broward, and Palm Beach Counties) Page 42 of 48 Request for Proposals (RFP) 616390 3.) Florida state wide For the purpose of calculating the Proposer's national legal services membership, the Proposer shall use a population report of no earlier than October 1, 2016. f) Provide any other information or documentation related to Proposer's qualifications and experience, specific to the Work/Services described herein, from which the City of Miami can benefit under this Contract. Provide a detailed narrative statement explaining if Proposer has available, the appropriate financial, material, equipment, facility and personnel resources and expertise or firm commitment to obtain them, necessary to meet all contractual requirements of the RFP. g) If proposing on both Categories, indicate whether Proposer is the Prime on both. h) Provide information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency or which may affect the performance of the Services to be rendered herein, in which the Proposer, any of its employees or subcontractors is or has been involved, within the last five (5) years. i) Provide a brief statement acknowledging the Proposer's acceptance of, and compliance specifically with Section 4, Scope of Services. If the Proposer is not able to accept and comply with an item, or is offering an alternative to an item, please provide a statement regarding the exception requested for that item and the alternative that is being offered. j) Proposer shall identify any exceptions to the terms in Section 4, Scope of Services, of this solicitation. If exceptions are identified, indicate what alternative is being offered by Proposer and the cost implications of the exception(s) to the City of Miami. 6. Key Personnel Perforniin2 Services a) Provide an organization chart showing the Project Manager and all key personnel, including their titles, to be assigned to this Program. The chart must clearly identify the Proposer's employees and those of the subcontractor or subconsultants, and shall include the functions to be performed by the key personnel, their location, and confirmation of availability during the City's working hours. This information should clearly delineate ID Theft Services and Group Legal Services responsibilities. Key personnel include all partners, managers, seniors, and other professional staff that will perform Services requested herein, such as the Account Executive and Account Manager that will be assigned to the City's account, and those who will be in charge of the City's account for underwriting, claims, customer service and reporting. b) How many employees does Proposer employ? What percentage of these employees will be assigned to the different Categories that Proposer is proposing on? c) Describe the experience, qualifications and other vital information, including number of years of relevant experience on previous Programs, of the Project Manager and all key personnel, who will be assigned to this Program. Page 43 of 48 Request for Proposals (RFP) 616390 d) List the names and addresses of all first tier subcontractors, and describe the extent of Work to be performed by each first tier subcontractor. Describe the experience, qualifications and other vital information, including relevant experience on previous similar Contracts, of the subcontractors who will be assigned to perform Work on Services requested herein. e) Provide resumes with job descriptions and other detailed qualification information on the Program Manager, all key personnel, and first tier subcontractors who will be assigned to this Program. Note: After proposal submission, but prior to award of any Contract issued as a result of this solicitation, the Proposer has a continuing obligation to advise the City of any changes, intended or otherwise, to the list of key personnel. 7. Proposed Approach to Providing the Services a) Describe Proposer's approach to Program organization and management, including the responsibilities of Proposer's management and key personnel that will perform Services in this Program. b) Describe Proposer's implementation process and provide a detailed timetable for the anticipated proposed start date of June 1, 2017. Assume that the implementation window will be sixty (60) days. At a minimum, Proposer shall provide the following information: • Implementation Timetable; • Names and titles of key implementation team members and their responsibilities; • Responsibilities of the City; • Staff assigned to attend open enrollment/educational sessions at various City locations, as requested by the City. c) Provide in detail any additional services, if any, not included in the Scope of Services, which Proposer is providing, or which Proposer can make available to the City, at no additional costs. d) Provide a sample Group Legal Services Plan benefit policy. e) Submit Attachment C, Plan Design Benefits - which contains a list of the Service Categories that the City would like to offer its employees and their eligible dependents, as part of this Program. Proposer shall identify all Plan benefits with in -network, out -network costs/limits, as well as any pertinent information. If additional information needs to be provided, Proposer shall identify all supplemental documents with the item number and description on the header. f) Acknowledge receipt and acceptance of Proposer's Performance Guarantee Provisions worksheet as provided in Attachment D. 8. Member Services a) Identify Proposer's regular business hours of operation and availability of toll free customer service telephone Page 44 of 48 Request for Proposals (RFP) 616390 number for the use of City plan participants. b) Identify the number of representatives and the language capabilities (English, Spanish, Creole) within the Proposer's member Service department which will service the City. c) Describe what information is available on Proposer's member services website. d) Describe how Proposer's Plan addresses coverage of an action, controversy, or proceeding in which the parties are both covered by the proposed Plan. e) Identify any pre-existing conditions with respect to any proceeding services, or event occurring or pending prior to the Plan participant's effective coverage date included. f) Explain in detail, how Proposer will determine reasonable and customary fees for the covered legal expenses if Proposer's Plan is an indemnity type of arrangement in whole, or in part. g) Explain the handling of legal services for uncompleted proceedings or Services when the coverage of Plan participant terminates or at termination of the policy or Contract with Proposer under the proposed plan. h) Describe the Proposer's coordination of legal services between those of the proposed Plan and those provided to the Plan participant by other insurance plans and programs. i) Explain how proposed Plan will offer legal services to participants encountering legal difficulties outside of the State of Florida. j) Describe proposed Plan "Right of Recovery" provisions. k) Identify Proposer's ability to provide quarterly financial planning seminars/workshops to City employees. 9. Quality Assurance/Utilization Management a) Provide a brief description of Proposer's procedures for the quality evaluation of contracted attorneys (and staff). b) Provide a directory of Proposer's network panel attorneys by geographic location to include South Florida, Florida statewide and nationwide. Identify number of participating attorneys in: a) Miami -Dade County; b) Broward County; c) Palm Beach County; and d) the State of Florida. Provider directory shall be included as attachment to the proposal in both hard copy and in electronic Excel file. c) Describe how Proposer performs member satisfaction surveys on a continuing basis. Identify how often surveys are conducted and provide a copy of the most recent survey results. State whether Proposer is willing to conduct client specific member satisfaction surveys, at no cost to the City. Page 45 of 48 Request for Proposals (RFP) 616390 d) Please complete the provided chart of Proposer legal organization's utilization by the following service types that are projected for Calendar Year 2017. Proposer's Projected Utilization CY 2017 and CY 2018 Service Provided Projected CY 2017 # of Claimants Projected CY 2018 # of Claimants Bankruptcy Divorce Family law Decrees Adoption Name Change Service Provided Projected CY 2017 # of Claimants Projected CY 2018 # of Claimants Estate Administration and Closing Consumer Protection IRS Audit/Collection Defense Guardianship / Conservatorship Will Preparation Property Transfers Property Protection Administrative Online Services Telephone Legal Services Telephone Financial Services In Office Advice All Other TOTAL # of CLAIMANTS 10. Price Proposal Proposer shall submit its Price Proposal for the Group Legal Services on Attachment B1 and for the ID Theft Services on Attachment B2, titled Price Proposal Schedule. Page 46 of 48 Request for Proposals (RFP) 616390 6. Evaluation Criteria 6.1. EVALUATION CRITERIA Each proposal will be reviewed to determine if the proposal is responsive to the submission requirements outlined in this solicitation. A responsive proposal is one (1) which follows the requirements of this solicitation, includes all documentation, is submitted in the format outlined in this solicitation, is of timely submission, and has the appropriate signatures as required. Failure to comply with these requirements may result in the proposal being deemed non -responsive. Proposals will be evaluated by an Evaluation/Selection Committee (Committee) which will evaluate, rate and rank proposals an criteria listed below for each Category. The Committee will be comprised of appropriate City personnel and members of the community, as deemed necessary. with the appropriate experience and/or knowledge to appropriately evaluate, rate and rank the proposals received. The criteria are itemized with their respective weights for a maximum of one hundred (100) points per Committee member, for each Category (Group Legal Services and ID Theft Services). A. Technical Criteria and Points for both Categories 1. Proposer's relevant experience, qualifications, and past performance (20 points) 2. Relevant experience and qualifications of key personnel, including key personnel of subcontractors, that will be assigned to this Contract, and experience and qualifications of subcontractors (10 points) 3. Proposer's approach to providing the Services requested in this solicitation (20 points) 4. Member Services (20 points) 5. Quality Assurance/Utilization Management (10 points) 6. Proposer's Proposed Price (20 points) Note: Proposer shall submit its price for Group Legal Services on Attachment BI, and t'or ID Theft Services on Attachment B2. Local Office, as defined in Section 18-73 of the City of Miami Procurement Note: Pursuant to City Code, Section 18-86, the solicitation includes a five percent (5%) evaluation criteria in favor of Proposers who maintain a local office as defined in Section 18-73. Proposal shall receive a separate score, in each Service Category for which proposal is submitted. Proposals will be ranked on a Category by Category basis. For example: proposals submitted for Group Legal Services will only be scored and ranked against other proposals submitted for Group Legal Services. Proposals submitted for ID Theft Services will only be scored and ranked against other proposals submitted for ID Theft Services. 6.2 PRICE EVALUATION AND ORAL PRESENTATIONS After the evaluation of the technical criteria has been completed, the price proposals for the Proposer's which the Committee deems to warrant further consideration will be evaluated, subjectively, in conjunction with the technical criteria, to determine how well it matches Proposer's understanding of the City's needs, as described herein, the Proposer's assumptions, and the value of the proposed Services. Page 47 of 48 Request for Proposals (RFP) 616390 The pricing evaluation is used as part of the evaluation to determine the highest ranked Proposer. The City reserves the right to negotiate the final terms, conditions, and pricing of the Contract as may be in the best interest of the City. Upon completion of the price evaluation, the Committee may choose to conduct oral presentations with the Proposer(s) which the Committee deems to warrant further consideration. Upon completion of the oral presentation(s), the Committee will re-evaluate , re -rate, and re -rank the proposals remaining in consideration, based upon the written documents combined with the oral presentations. Page 48 of 48 ATTACHMENT A CITY OF MIAMI LIVING WAGE ORDINANCE ARTICLE X. - LIVING WAGE REQUIREMENTS FOR SERVICE CONTRACTS AND CITY EMPLOVEESLJ Footnotes: Sec. '18-556. - Definitions. City means the government of the City of Miami or any authorized agents, any board, agency, commission, department, or other entity thereof, or any successor thereto. Contract means any contract to provide services to the city in which the total value of the contract exceeds $100,000.00 per year. Contractor means any "for profit" individual, business entity, corporation, partnership, limited liability company, joint venture, or similar business entity which meets the following criteria: (1) The contractor is paid in whole or part from one or more of the city's general funds, capital project funds, special revenue funds, or any other funds, including; but not limited to, grants, donations, an.d the like, whether by competitive bid process, requests for proposals, or some other form of competitive solicitation, negotiation, or agree -rent, or any other decision to enter into a contract; and (2) The contractor is engaged in the business of or part of a contract to provide services for the benefit of the city. This section shall apply to employees of the contractor who spend the majority of their time on covered City of Miami service contracts. If the contract is for both goods and services it shall only apply to the services portion of such contract. This section shall not apply to contracts which are primarily for the sale or leasing of goods. Goods are defined in section 18-73 of the City Code. Covered employee means anyone employed by the city working more than 35 hours per week or any service contractor employee, working full or part-time, with or without benefits, that is involved in providing services under the service contractor's contract with the city. Covered employer means the city and any and all service contractors and subcontractors of a service contractor. Living wage means a wage that is as defined in section 18-557 of this Code. The living wage may be adjusted once annually by an amount equivalent to the cost of living adjustment for Miami -Dade County as published by the United States Department of Labor, Bureau of Labor Statistics. Language so stating will be included in all request for proposals, or other competitive solicitation documents, issued by the city for the procurement of services (unless the living wage provisions are excluded as provided in section 18-557 herein). New service contracts means those having contracts competitively solicited and awarded on or after January 1,2017. Page 1 Service contract means a contract to provide services to the city excluding, however, professional services as defined by the "Consultants Competitive Negotiation Act" set forth in F.S. § 287.055, and section 18-87 of the City Code and/or the other exclusions provided by section 18-557 of the City Code. (Ord, No. 12787, § 2, 4-6-06; Ord. No. 13648, § 2, 11-17-16) Sec. 18-557. Living wage. (a) Living wage paid. (1) New service contractors. All new service contracts shall pay to all its employees who provide covered services a living wage of no less than $ 1.5.00 per hour without health benefits: or a wage of no Tess than $13.19 an hour with health benefits as defined in this section unless otherwise excluded pursuant to this article. (2) Existing service contracts. Service contracts awarded and effective or competitively solicited prior to January 1, 2017, shall not be subject to the payment of the living wage set forth in this section and shall continue to be governed by the terms and conditions of the respective solicitation and resulting contractual documents, when applicable. The living wage provisions shall apply to all contracts covered by this section unless specifically excluded by one or more subsections below: a. The living wage provision is disallowed by a federal or state law or regulation, grant requirements, or by a contract the city is accessing by "piggybacking", and which contract does not include a living wage provision; b. Funding sources for the contract disallow, the living wage provision or provide contradictory funding requirements, or are contained ie a contract awarded or solicited prior to the effective date of January 1, 2017, and which contract includes renewals or extensions; c. Professional service contracts awarded under the "Consultants Competitive Negotiation Act", F.S. § 287,055, for the orofessionai services within the scope of the practice of architecture, professional engineering, landscape architecture, registered surveying, andlor mapping: d. The living wage provision is waived by the city commission by resolution, prior to issuance of the competitive solicitation document, upon written recommendation of the city manager or authorized designee, when the city commission finds it is in the best interest(s) of the city to approve such waiver, in which case the living wage provision shall not apply in the competitive solicitation document; or e. Ail responsible wage construction contracts covered by section 18-120 of this Code. (4) City employees. For covered employees of the city, the city will begin to pay the living wage on a phase - in basis over a nine-year period beginning with the 2006-2007 city budget year to be implemented in the 2014-2015 fiscal year. The city manager, in his .sole discretion, without further city commission approval, shall have the option to consider whether it is in the city's best interest to complete the phase -in payment of living wage to city employees on a four-year period. Thereafter, the living wage to be paid by the city shall be subject to negotiations within the collective bargaining structure. (b) Health benefits; eligibility period. For a covered employer to comply with this article by choosing to pay the lower wage scale available when a covered employer also provides a standard health benefit plan• such health benefit plan shall consist of a payment of at least $1.81 per hour toward the provision of health benefits for covered employees and their dependents and shall be approved by the city. tf the health benefit plan of the covered employer requires an initial period of employment for a new employee to be eligible for health benefits (the "eligibility period"), a covered employer may qualify to pay the $13.19 per hour wage scale for a term not to exceed the new employee's eligibility period, provided the new employee will be paid health benefits upon completion of the eligibility period, which period shall nut exceed 90 days. (c) Certification required before payment. Any and all service contracts subject to this article shalt be void, and no funds may be released, unless prior to entering any such contract with the city, the service contractor certifies to the city that it will pay each of its covered employees no less than the living wage. A copy of this Page 2 (3) certificate must be made available to the public upon request. The certificate, at a minimum: must include the following (1) The name, address, and phone number of the employer, a contact person, and the specific project for which the service contract is sought: (2) The amount of the service contract and the city department the contract will serve. (3) A brief description of the project or service provided; (4) A statement of the wage levels for all covered employees; and (5) A commitment to pay all covered employees the living wage. (d) Observation of other laws. Every covered employee shall be paid without subsequent deduction or rebate on - any account (except as such payroll deductions as are directed or permitted by law or by a collective bargaining agreement), The service contractor shall pay covered employees wage rates in accordance with federal and al! other applicable laws such as overtime and similar wage laws. Posting. A copy of the living wage rate shall be kept posted by the service contractor subject to this article, at the site of the work in a prominent place where it can easily be seen and read by the covered employees and shall be, supplied to such employees within a reasonable time after a request to do so. Additionally, service contract -ors subject to this article, shall furnish a copy of the requirements of this article to any entity submitting a bid for a subcontract on any service contract subject to this article. Posting requirements will not be required where the service contractor subject to this article, prints the following statements on the front of the covered employee's first paycheck and every six months thereafter, "You are required by the City of Nlianri Living Wage Ordinance to be paid a living wage. If you do not believe you are being paid at the living wage rate, contact your employer, an attorney, or the City of tvliami." All notices MI be printed in English, Spanish and Creole. (e) (f) Collective bargaining. Nothing in this article shall be read to require or authorize any service contractor subject to this article, to reduce wages set by a collective bargaining agreement or as required under any prevailing wage taw. (Ord. No. 12787, § 2, 4-6-06; Ord, No. 13110, § 2, 10-22-09; Ord, No, 13405, § 2, 9-26 13; Ord. No. 13648, § 2, 11-17-16) Sec. 18-558. - Implementation. (a) Maintenance of payroll records. Each service contractor to which living wage requirements apply, as described in this article, shall maintain pay.roltt record for all covered employees and basic records relating thereto and shalt preserve them for a period of three years from the date of termination or expiration of the service contract. The records shall contain: (t) (2) (3) (4) (5) (6) (7) (8) The name and address of each covered employee; The job title and classification; The number of hours worked each day: The gross wages earned and deductions Trade; Annual wages paid; A copy of the social security returns and evidence of payment thereof, A record of fringe benefit payments including contributions to approved plans; and Any other data or information the city shall require from time to time. (b) Reporting payroll. Every six months, the service contractor to which living wage requirements apply, as described in this article, shall file with the city's procurement director a listing of all covered employees together with a certification of compliance with this article, Upon request from the city, the service contractor shall produce for inspection and copying its payroll records for any or all of its covered employees for any Page 3 period covered by the service contract. The city may examine payroll records as needed to ensure compliance. (Ord. No. 12787, § 2, 4-6-06; Ord. No. 13110, § 2, 10-22-09) See. 18-559. - Compliance and enforcement. (c) (di (e) (f) (9) (a) Service contractor to cooperate. The service contractor shall permit city employees, agents, or representatives to observe work being performed at, in or on the project or matter for which the service contractor has a contract. The city representatives may examine the books and records of the service contractor relating to the employment and payroll of covered employees and may survey covered employees to determine if the service contractor is in compliance with the provisions of this article. (b) Complaint procedures and sanctions. An employee who believes that he/she is a covered employee of a service contractor and that the service contractor is or was not complying with the requirements of this article has a right to file a complaint with the procurement director of the city. Such complaints may be made at any time and shall be investigated within a reasonable period of time by the cty. Written and oral statements by ary such employee shall be treated as confidential and shall not be disclosed without the written consent of the employee to the extent allowed by the Florida Statutes, Private right of action against service contractor. Any covered employee or former covered employee of a service contractor may, instead of utilizing the city administrative procedure set forth in this article, but not in addition to such procedure, bring an action by fibng suit against the service contractor in any court of competent jurisdiction to enforce the provisions of this article and may be awarded back pay benefits, attorney's fees, and costs. The applicable statute of limitations for such a claim will be two years as provided in F.S. § 95.11(4)(c) as may be amended from time to time for an action for payment of wages. The court may also impose sanctions on the service contractor, including those persons or entities aiding or abetting the service contractor, to include woci"e restitution to the affected covered employee and damages payable to the covered employee in the sum of up to $500,00 for each week the service contractor is found to have violated this article. Sanctions against service contractors. For violations of this article, the city shall sanction a service contractor by requiring the service contractor to pay wage restitution at its expense for each affected employee. The city may also sanction the service contractor in at least one of the following additional ways: (1) The city may impose damages in the sum of $500.00 for each week for each covered employee found to have not been paid in accordance with this article; (2) The city may suspend or terminate payment under the service contract or terminate the contract with the service contractor; and The city may declare the service contractor ineligible for future service contracts for three years or until ail penalties and restitution nave been paid in full, whichever is longer. In addtion, any employer shall be ineligible for a service contract where principal officers of such employer were principal officers of a service contractor who has been declared ineligible under this article. (4) If the contract has been awarded under the city procurement ordinance, the city may debar or suspend the contractor as provided therein. Public record of sanctions. All such sanctions recommended or imposed snail be a matter of public record. Sanctions for aiding and abetting. The sanctions contained in this article shall also apply to any party or parties aiding and abetting in any violation of this article. Retaliation and discrimination barred. A service contractor shall not discharge, reduce the cornpensation, or otherwise discriminate against any covered employee for making a complaint to the city, or otherwise asserting his or her rights under this article, participating in any of its proceedings or using any civil remedies to enforce his or her rights under this article. Allegations of retaliation or discrimination, if found true in a city administrative proceeding or by a court of competent jurisdiction, shall result in an order of restitution and reinstatement of a discharged covered employee with hack pay to the date of the violation or such other relief as deemed appropriate. (3) Page 4 (n) Remedies herein non-exclusive. No remedy set forth in this article is untended to be exclusive or a prerequisite for asserting a claim for relief to enforce the rights under this article or in a court of law. This article shall not be construed to limit an ernployee's right to bring a common law cause of action for wrongful termination. (Ord. No. 12787, § 2, 4-6-06; Ord. No. 13648, § 2, 11-17-16) Sec. 18-560. - Employers receiving direct tax abatement or subsidy. The city reserves the right to impose the luting wage requirements of this article on or after January 1, 2017 on any employer as a condition of that employer receiving a direct tax abatement or subsidy from the city. (Ord. No, 13648, § 2, 11-17-16) Secs: 18-561-18-599. - Reserved, Page5 Ciiy of Miami, Florida ATTACHMENT B1 PRICE PROPOSAL SCHEDULE GROUP LEGAL SERVICES (Category 1) A. PREMIUM STRUCTURE: RFP 616390 The Proposer shall state its proposed rates for providing all Services as stated in Section 5, Submission requirements of this RFP. TOTAL PROPOSED PREMIUM* *Sum of No. 1, 2, 3 Annual Premium Totals for the initial three (3) Plan Years: Plan Year 2017 through Plan Year 2019. PREMIUMS — GROUP LEGAL SERVICES PLAN OF BENEFITS 2017 Plan Year 6/1/17 — 5/31/18) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks Employee onl $ $ Employee + 1** $ $ Employee + 2 or lore* $ $ 1. Annual Premium Total $ 2018 Plan Year (6/1/18 — 5/31/19) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only $ $ Employee + 1** $ $ Employee + 2 or More* $ $ 2. Annual Premium Total $ 2019 Plan Year (6/1/19 — 5/31/20) Tier Estimated Population Standard Plan 8i-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only $ $ Employee + 1** $ $ Employee + 2 or More* $ $ 3. Annual Premium Total $ **Tier rates "Employee + 1'° and "Employee + 2 or More' shall include employee rate, Notes: City of Miami, Florida RFP 616390 (1) Proposer's price Proposal may not be contingent on any assumptions or proposed restrictions. Any price Proposal that is conditioned may be deemed non -responsive. (2) Wherein there may be extension errors in the proposed premium totals, the unit prices (bi- weekly rates) shall prevail and the City maintains the right to correct any Total Proposed Premium prepared by the Proposer. Notwithstanding the Proposer's Proposed Premium Totals, premiums to the Successful Proposer shall be based on the actual enrollment of employees in the plans. (3) Any quoted premium rates supplied shall be all-inclusive. No "add -on" charges for Services shall be accepted. (4) Commissions (to agents, brokers, etc.) shall not be included in any of Proposer's Proposal assumptions or price, unless required by law. (5) Premiums shall not be adjusted at any time during the Plan Year unless the City requests and agrees to contractual changes. (6) All rates shall be guaranteed for the initial three (3) Plan Years. Price shall not be contingent upon minimum participation requirements. Any extensions pursuant to Section 2 of the Professional Services Agreement will be at the then current rates, unless the City approved an increase in the rates. (7) There shall be no additional costs to the City for: a. All enrollment materials; b. Updates prepared and submitted for inclusion in benefits booklet; c. All reports as stated in the Solicitation; d. Contract termination (whether on or off the anniversary date). (8) Proposed rates in this Section will be used to determine the price points for the Price criterion as indicated in Section 6 of this RFP. B. OPTION TO RENEW YEARS Guaranteed rates for the two (2), one (1) year option to renew periods (beyond the initial three (3) Plan Years) referred. 2020 Plan Year (611120 — 5/31/21) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only $ $ Employee + 1** $ $ Employee +tor More* $ $ Annual Premium Total µ$ 2021 Plan Year (6/1/21 — 5/31/22) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only $ $ Employee + 1** $ $ Employee + 2 or More* $ $ Annual Premium Total $ **Tier rates `Employee + 1" and "Employee + 2 or More' shall include employee rate. City of Miami, Florida RFP 616390 Option Year 2020 Will Proposer guarantee its 2019 rates for this option year? Yes If "No", describe Proposers guaranteed cap, if any, including conditions, for this option year. Option Year 2021 Will Proposer guarantee its 2020 rates for this option year? Yes If "No", describe Proposer's guaranteed cap, if any, including conditions, for this option year. Note: (1) Section B is for informational and negotiations purposes only and will not be utilized for scoring purposes. C. CONVERSION What would be the City's charge for Group Legal Services plan conversion upon termination of coverage? Note: (1) The above conversion rates shall be guaranteed for the term of the Contract. (2) Section C is for informational and negotiations purposes only and will not be utilized for scoring purposes. City of Miami, Florida RFP 616300 ATTACHMENT B2 PRICE PROPOSAL SCHEDULE IDENTITY THEFT PROTECTION SERVICES (ID THEFT SERVICES) (Category 2) A. PREMIUM STRUCTURE: The Proposer shall state its proposed rates for providing all services as stated in Section 4, and in Attachment C, Identity Theft Services Questionnaire. TOTAL PROPOSED PREMIUM* $ *Sum of No. 1, Annual Premium Totals for the initial three (3) Plan Years: and the two (2) renewal Plan Years INITIAL TERM — ID THEFT SERVICES Estimated Population B-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks X 3) Total Premium for Initial Term OPTION TO RENEW YEARS — ID THEFT SERVICES Guaranteed rates for the two (2), one (1) year option to renew periods (beyond the initial three (3) Plan Years) are preferred. Estimated Population B-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks X 2) Total Premium for Option to Renew Term $ Notes: (1) Proposer's price Proposal may not be contingent on any assumptions or proposed restrictions. Any price Proposal that is conditioned may be deemed non -responsive. (2) Wherein there may be extension errors in the proposed premium totals, the unit prices (bi- weekly rates) shall prevail and the City maintains the right to correct any Total Proposed Premium prepared by the Proposer. Notwithstanding the Proposer's Proposed Premium Totals, premiums to the Successful Proposer shall be based on the actual enrollment of employees in the plans. (3) Any quoted premium rates supplied shall be all-inclusive. No "add -on" charges for Services shall be accepted. (4) Commissions (to agents, brokers, etc.) shall not be included in any of Proposer's Proposal assumptions or price, unless required by law. City of Miami, Florida (5) (6) (7) (8) RFP 616390 Premiums shall not be adjusted at any time during the term of the contract unless the City requests and agrees to contractual changes. All rates shall be guaranteed for the initial three (3) Plan Years. Price shall not be contingent upon minimum participation requirements. Any extensions pursuant to Section 2 of the Professional Services Agreement will be at the then current rates, unless the City approved an increase in the rates. There shall be no additional costs to the City for: a. All enrollment materials; b, Updates prepared and submitted for inclusion in benefits booklet; c, All reports as stated in the Solicitation; d. Contract termination (whether on or off the anniversary date). Proposed rates in this Section will be used to determine the price points for the Price criterion as indicated in Section 6 of this RFP. Option Year 2020 Yes No Will Proposer guarantee its 2019 rates for this option year? If 'No", describe Proposer's guaranteed cap, if any, including conditions, for this option year. Option Year 2021 Yes No Will Proposer guarantee its 2020 rates for this option year? If "No", describe Proposer's guaranteed cap, if any, including conditions, for this option year. Note: Section B is for informational and negotiations purposes only and will not be utilized for scoring purposes. RFP 616390 ATTACHMENT C PLAN DESIGN BENEFITS - GROUP LEGAL SERVICES (Category 1) Description Plan Benefits Cast In/Out of Network Other Notes 1 Dissolution of Marriage 2 Family 3 Adoption 4 Guardianship / Conservatorship Insanity I Infirmaty Proceedings 6 Juvenile Court 7 Name Change 8 Personal Health Care 9 Pre Nuptial Agreeement 10 Protection of Inheritance Rights 11 Wills 12 Power of Attorney 13 Bankruptcy 14 Consumer Protection 15 Defense of Civil Damage Claims 16 Labor 1 Employment RFP 616390 ATTACHMENT C PLAN DESIGN BENEFITS - GROUP LEGAL SERVICES (Category 1) Description Plan Benefits Cost In/Out of Network Other Notes 17 IRS 18 Estate Administration 1 Closing 19 Property Transfers 20 Landlord / Tenant Matters 21 Purchase / Sale of Secondary Residence 22 Criminal Defense 23 Expungement 24 Habeus Corpus Proceedings 25 Criminal - Misdemeanor Protection 26 Defense of Civil Damage Claims 27 Preventative 28 Major Trial 29 Administrative Hearings 30 Other Services (Optional) RFP NO. 616390 ATTACHMENT D Performance Guarantee Provision Worksheet - Group Legal Services (Category 1) Performance Criteria Performance Standards Plan Year 2017-2018 Plan Year 2018-2019 Plan Year 2019-2020 Option to Renew and Extension Periods Fees at Risk Percentage of Total Fees for the Years that Selected Proposer will Pay to the City if Performance Standard is Not Met Total Annual Fees at Risk Total 2017-2018 Percentage of Fees at Risk: Total 2018-2019 Percentage of Fees at Risk: Total 2019-2020 Percentage of Fees at Risk: Total Option to Renew and Extension Periods Percentage of Fees at Risk: Capped at annual Value not to exceed: Capped at annual Value not to exceed: Capped at annual Value not to exceed: Capped at annual Value not to exceed: City of Miami, Florida ATTACHMENT E ID Theft Services Questionnaire (Category 2) SECTION 1: QUESTIONNAIRE RFP61639C} Following is a list of requirements for the Identity Theft Services (ID Theft Services). Using the response codes below, please indicate the features provided by your product. Proposers are required to provide a YES/NO response for each item in Section A below. YES response — Service is available and is included in the proposed price NO response —Service is not available at the current time. If Service will be available at a future date, please note version and anticipated release under comments column below. QUESTIONS YES NO I 1 Does Proposer provide credit card monitoring? i 2 k.Does Proposer provide public records monitoring? 3 i Does Proposer provide application monitoring? 4 d Does Proposer provide medical records monitoring? 5 Does Proposer provide address change monitoring? 6 7 i Does Proposer provide credit report monitoring? j Does Proposer provide social security number monitoring? 8 ' Does Proposer provide bank record monitoring? 19 ( Does Proposer provide financial account records monitoring? 10 j Does Proposer have a help desk with toll free phone number? 11 I Is Proposer's help desk staffed by Proposer's own employees? 12 ` Does Proposer's service include legal consultation benefits? it 13: l Does Proposer's service include Internet surveillance monitoring? 14 What dollar amount does Proposer guarantee annually? 15 Does Proposer's service offer other protection? 16 Can Proposer detect Synthetic Identity Theft? 17 Does Proposer cover pre-existing conditions? 8 I Does Proposer have individuals on staff that are bi-lingual (Spanish/Creole)? 19 1 Does Proposer have dedicated privacy or compliance officers? 20 t Will Proposer allow an audit of Proposer's operations with respect to Proposer's compliance with 11 privacy and data protection requirements? 21 Has Proposer ever had unauthorized access by an unaffiliated third party to systems focused on PI, or on systems focused on system vulnerabilities? r22 ! Is Proposer SSAE16 Certified where appropriate? Please provide appropriate documentation. NM 1111111.11110 23 Is Proposer PCI Certified? If so provide appropriate documentation. 24 Is Proposer HIPPA compliant? If so provide appropriate documentation. 25 Does Proposer use any third parties to provide services offered? 111.111111111 —_ 26 if so have any of Proposer's subcontractors been in business for less than five (5) years? 1 City of Miami, Florida RFP616390 SECTION 2: PROPOSER'S EXPERIENCE, QUALIFICATIONS, KEY PERSONNEL, AND APPROACH Active participants who are victims of identity theft may access a 24/7/365 staff contact center that can provide immediate and active theft resolution customer care services. Automated responses are not satisfactory to provide 24/7/365. 1. Provide a detailed list of comparable Contracts of similar scope which the Proposer has either ongoing or completed within the past three (3) years. The description should identify for each Contract: a. Client; b. Description of the Services provided; c. Annual total dollar value of Contract; d. Contract duration; e. Client contact person. title, email and phone number; f. Statement of whether Proposer is/was the Prime Contractor or subcontractor; g. Detail Proposers responsibilities; Where possible, list and describe those Services performed for governmental clients of similar size, and of similar sized private entities. 2 City of Miami, Florida RFP616390 2. How many total clients is Proposer currently serving? How many of those are governmental clients? 3. Does Proposer's proposed services/products have endorsements from national organizations, such as Better Business Bureau? Please list and explain. 4. How many employees does Proposer employ? What percentage of these employees will be dedicated to the ID Theft Services? 5. Describe practices and measures implemented by Proposer to maintain the security of all data. 6. Describe any other information that the City may need about Proposer to make a decision. a . List all of the data sources, records, and ail other sources that Proposer monitors for kientity theft, what each source is designed to monitoring, and the available reach of the specified monitor. What other protective features does Proposer offer? City of Miami, Florida RFP616390 9. How does Proposer alert subscribers of issues? 10. How many alerts did Proposer deliver to subscribers in 2015, and in 2016? 11. Does Proposer offer monitoring Services for family members? If so, ho'N do the Services differ? 12. How many credit reports are offered per account per employee (e.g. if employee elects family coverage, would each family member get their own credit score)? 13. How often are credit components updated? 14. Describe Proposer's remediation process? 15. What type of certification does Proposers resolution agents require? 16_ Does Proposer offer ID Theft Expense Reimbursement insurance? What is the deductible? What are the sub -coverages or sub -limits? 4 City of Miami, Florida RFP616390 17. List what is covered; 18. List what is not covered: 19. Who is the insuring company? 20. What are Proposer's customer service hours? 21, Describe Proposer's quality control process within Proposer's customer service department. 22, Describe Proposer's enrollment process. 23. What pre -enrollment support is available? 24, What post enrollment communications are sent and how are they sent? 5 City of Miami, Florida RFP616390 25. What steps are required to activate monitoring post -enrollment? What do family members need to do? 26. How does Proposer receive dependent data? 27. What communications are sent to employees during the Plan Year (alerts, monthly summary, etc.)? 28. Is the plan portable? And what is the rate impact? 23. Has Proposer ever misdirected personal information? If so, when? And what? 30. In what countries will subscriber personal information be stored? 31. Describe the area where Proposer's office is located including immediately adjacent businesses? 32. What measures does Proposer use regarding data security including physical, logical, and ethical? 6 City of Miami, Florida RFPG16390 33. Describe Proposer's approach to ethical security breaches? 34. What security measures are in place to prevent unauthorized access to a subscriber's online dashboard account or phone account? 35. Does Proposer have 24/7/365 security on site? NO ❑ YES © (Please describe) 36. Describe Proposer's security treasures. 37. Describe Proposer's disaster recovery plan. 38. Provide any other relevant information Proposer may wish to share regarding Proposer's ID Theft Services.. Note: Proposer may use additional paper if applicable. 7 CATEGORY: FIRM NAME: Attachment F Reference Submittal Form RFP NO.: 616390 Reference Section Summarized Requirements: Refer to the details in Section 3 Special Conditions, (Paragraph 3.6 References) to verify that the information provided will suffice as proof of meeting the requirements of this solicitation. Section 3.6 Past Performance Reference Check #1 Company/Organization Name: Address: Contact Person: Contact Phone Number: Contact E-mail (if applicable): Date of Contract or Sale: Section 3.6 Past Performance Reference Check #2 Company/Organization Name: Address: Contact Person: Contact Phone Number: Contact E-mail (if applicable): Date of Contract or Sale: Section 3.6 Past Performance Reference Check #3 Company/Organization Name: Address: Contact Person: Contact Phone Number: Contact E-mail (if applicable): Date of Contract or Sale: 1 City of Miami, Florida Contract No. 616390 EXHIBIT B1 GENERAL SCOPE OF WORK City of Miami, Florida Contract No. 616390 The City has contracted for the provision of Group Legal Services and Identity Theft Services (Services). Contractor shall provide these Services, on a voluntary basis, to all interested employees and their qualifying dependents. The Contractor may subcontract for any portion of the Services. The City currently employs approximately four -thousand one hundred (4,100) eligible employees. The City relied on the Contractor's proposal to deem Contractor met the following minimum qualifications. A. Minimum Qualifications 1. Be licensed by the State of Florida, Office of Insurance Regulation, to provide the Services of the Contract. 2. Have a record of performance of no less than five (5) consecutive years, providing Group Legal Services and Identity Theft Services to governmental entities, similar in nature as scope. 3. Have never filed bankruptcy, be in sound financial condition, have no record of pending lawsuits or criminal activities, and shall have not have conflicts of interest which may be of embarrassment to the City. 4. The assigned Project Manager must have a minimum of five (5) years' experience in scope and have served as a Project Manager on similar Projects, on a minimum of three (3) previous occasions. 5. Attorneys assigned to a Matter must have a minimum of two (2) years' experience in the practice of law. 6. Have a 24/7/365 contact center that provides immediate and active theft resolution customer services. Automated responses are not acceptable. 7. Be Health Insurance Portability and Accountability Act (HIPAA) compliant. Note: These are continuing requirements throughout Contract award and term of any resultant agreement. B. Plan Requirements 1. Contract situs state shall be Florida. 2. The Plan effective date shall be January 1, 2018. 3. Premiums are collected through bi-weekly payroll deductions and employees pay the full cost of coverage on a post -tax basis. 4. All City employees eligible as of the effective Contract date shall be eligible for coverage with no actively at work provision. The Plan shall allow coverage for the employee, the employee's spouse/domestic partner and eligible never married dependent children, including the children of a domestic partner. Never married dependent children are eligible for coverage while under age twenty-six (26), if the never married dependent child resides in the employee's household, or is a full-time student. 5. Services shall be available in Florida counties and other states where the employees/participants may reside. 6. Participating employees on City approved unpaid leave of absence may continue their coverage for up to one (1) year (more, if such leave is extended by City action) by paying the required bi-weekly contributions directly to the City. 7. Eligible employees terminating employment with the City may purchase a conversion policy directly from the Contractor. City of Miami, Florida C. Administrative and Related Services The Contractor shall: Contract No. 616390 1. Provide a customized website which includes information on participating providers and available benefits, along with a link, for posting through the City's benefits website. 2. Provide a toll -free number for telephone consultation and customer service inquiries, available Monday through Friday from at least 8:00 a.m. to 6:00 p.m. (local time). 3. Prepare a customized Policies and Procedures Manual for Services requested herein, which will be utilized by the Contractor and the City, to administer the Program. 4. Fulfill all responsibilities of the Plan Year. 5. Provide Plan "rights of recovery" provisions. 6. Provide legal plan services according to Exhibit B2 attached hereto. D. Enrollment and Communication Materials The Contractor shall: 1. Accept all enrollees during the open enrollment period(s), and as a result of a "qualifying event". Waiting period for new employee is ninety (90) days, while Executive employee is effective as of date of hire. 2. The City will be conducting the enrollment and providing payroll deductions for all plans. 3. Allow for coverage to begin once deductions start. 4. Provide digital enrollment materials with all plan information, limitations and exclusions. Contractor shall also provide enrollment materials in sufficient quantities as determined by the City, with additional supplies available, throughout the Plan Year, as necessary. 5. Mail or email new member materials to all new enrollees. The Contractor shall pay all applicable postage. 6. Have representatives available during open enrollment as well as other events to explain plan benefits (the number of events may vary from year to year). 7. Have digital information to be distributed to employees approved by City's Contract Administrator or designee, in writing, prior to distributing or mailing. 8. At the request of the City, offer credit protection for those instances when a member's personal information is accidentally or inappropriately disclosed/compromised. E. Representations and Warranties The Contractor shall: 1. Ensure that Services will be administered on a uniform basis for all participants. 2. Ensure that at all times the panel of attorneys shall be comprised of an adequate number of attorneys throughout the geographic area covered by the Plan to permit convenience of access and to provide satisfactory and timely legal services to covered participants. 3. Ensure that all attorneys on the panel are members in good standing of the State Bar Association in which the legal services are performed. F. Premium Remittance The City will remit to the Contractor the total fees due for all participant(s) at the end of each bi- weekly pay period accompanied by an electronic file and/or computer printout of each enrolled employees' salary deductions. Employees pay the full cost for the Plan. City of Miami, Florida Contract No. 616390 Employee salary deductions are bi-weekly in arrears and it is necessary for the Contractor to take into its underwriting, consideration for the need of a sixty (60) calendar day grace period. The Contractor shall provide coverage for up to sixty (60) calendar days after non-payment of premium for employees on an approved leave of absence. The Contractor shall allow retroactive premium adjustments and provide coverage for matters that occurred within one -hundred and twenty (120) calendar days of termination of eligible employees who are inadvertently and incorrectly excluded from employer remittance reports. G. Reporting The Contractor shall provide an Annual Premiums versus Claims Utilization Report, which shall be segregated by Service Categories. Report shall be provided to the City's Contract Administrator or designee within forty-five (45) calendar days of the end of each Plan Year. The City reserves the right to request additional reports on an as -needed basis, in addition to, a yearly survey to determine participant satisfaction, from the Contractor. H. Call intake/Customer Service The Contractor shall: 1. Accept incoming calls from employees and others (Le. City representatives, family members or Supervisor). 2. Provide a Call Intake System that has an "automated call distribution" feature with message capability for after hours. Return calls shall be made within twenty-four (24) hours. 3. Provide customer service in English and Spanish during the City's normal business hours (Monday through Friday from 8:00 a.m. to 5:00 p.m., Eastern Time). Creole speaking customer service agents are not currently available, however, LegalShield understands the need and will contact the law firm to have an interpreter when the need arises. I. Monitoring Identity theft plan services shall be provided according to Exhibit B3 attached hereto. J. Privacy and Confidentiality_ Contractor shall: 1. Develop, adopt, and implement standards to safeguard the privacy and confidentiality of all personal information about eligible employees and members of the Program. Contractor's procedures shall include, but not be limited to safeguarding the identity of members of the Program and preventing unauthorized disclosure of personal information. 2. Report any unauthorized use or disclosure of the members' personal information to the City, within twenty-four (24) hours of any incident of which it becomes aware. 3. Comply with all federal and state laws concerning the privacy and confidentiality of members' information, and agrees to implement any regulations when they become effective. 4. Not disclose any member's personal information to another business associate for pecuniary gain, without prior written authorization from the City. 5. Mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of members' information by the Contractor in violation of the requirements of this Agreement or federal or state laws. City of Miami, Florida Contract No. 616390 6. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic personal information of members that Contractor creates, receives, maintains, or transmits. 7. Report to the City any security incident of which the Contractor becomes aware, and ensure that any agent of the Contractor, including any Subcontractor or subconsultant, agrees to the same restrictions and conditions that apply to the Contractor with respect to such information. 8. Not sell member information. Contractor shall not use member information unless it is aggregated blinded data, which is not identifiable on a member basis. Contractor shall not use member identified or non -aggregated information for advertising, marketing, promotion or any activity intended to influence sales or market share of any product or service. 9. Full financial responsibility for any penalties, fines, or other payments imposed or required as a result of Contractor's non-compliance with, or violation of, federal or state requirements, and the Contractor shall indemnify the City with respect to any such penalties, fines, or payments. 10. Assure that all Contractor's staff, including any Subcontractor or subconsultant, are trained in all privacy requirements, as applicable. 11. At the request of the City, offer credit protection for those times in which a member's personal information is accidentally or inappropriately disclosed. City of Miami, Florida Contract No. 616390 EXHIBIT B2 AGREEMENT AND PLAN FOR GROUP LEGAL SERVICES LegaIShieId SAMPLE 1. Employer. [ ] (the "Employer") enters this agreement ("Agreement" or "Plan") with LS, Inc. ("LegalShield" or "Company") for legal Services to be offered to its employees as an employee benefit. 2. Term of Agreement. This Agreement is effective on [ ] and is for [] year(s). This Agreement will automatically renew each year. If either party does not want the Agreement to renew then either party shall give the other party at least one hundred and twenty (120) days prior written notice. 3. Eligibility and Enrollment. All full time and part time employees working twenty (20) plus hours a week are eligible to enroll. Employees may enroll in the group legal plan annually during the Employer's open enrollment. The Employee ("Member") must enroll for a period of one year. 4. Payment. The rate for the group legal plan is [$ j per month per Employee. Payment will include Services for the Employee ("Member"), the Member's spouse and dependents. Each month, the Employer will provide the Company with a Member file list and payment for each Member. 5. Indemnity. Each party agrees to indemnify the other party and their affiliated companies from any and all claims, losses, damages and causes of action. This includes, with no limits, all expenses, costs, and attorney fees that may occur as a result of the other party's failure to meet the provisions of the Agreement or from any negligent acts or omissions of the party. 6. Members shall include: a. The Member ("Employee"). b. The Member's spouse. c. Never married dependent children of the Member, or Member's spouse, under 26 years of age who are permanent residents of the Member's household or full time students. d. Children under 18 years of age for whom the Member, or the Members spouse, is the legal guardian. e. Any dependent child, regardless of age, who is physically disabled or mentally incapacitated resulting in an inability to make legally binding decisions and is: 1. Unable to be employed; 2. 51% or more financially dependent upon the Member or Member's spouse; 3. Lives at home with the Member or Member's spouse. Proof may be required by the Company or the Provider Law Firm before any legal Services may be given. f. A dependent is the natural or adopted child of the Member or Member's spouse. OFFERED BY: LS, INC. ONE PRE -PAID WAY - P.O. BOX 145 ADA, OKLAHOMA 74820 1-800-654-7757 LSFL-590(05/17) NATIONAL PLAN 7. General Exclusions: a. Any Services for matters against the Employer, Company, or Provider Law Firm are not part of this Plan. b. Services deemed by the attorney to lack merit, or violate any ethics rules are not part of this Plan. c. Services outside the United States are not part of this Plan. d. Any matter involving any Member which arises due to business matters or interests (regardless of the form of the entity) are not part of this Plan. These matters include: 1. Ownership, management, or association with a business, partnership, corporate entity, or trust. 2. Any income producing property or venture no matter the nature, full time or part time. e. Fines, court costs, filing fees, ad litem fees, penalties, expert witness fees, bonds, bail bonds and out of pocket expenses are not part of this Plan. f. Any person who is a party in a lawsuit against the Company or is named as a defendant in a lawsuit by the Company shall not receive Services during the lawsuit. g. Any matters which are covered by any insurance policy are not part of this Plan. h. Services related to patent, trademark or copyright matters are not part of this Plan. i. Any Services where, in the Provider Law Firm's Professional Judgment, the requested Service is unnecessary or unwarranted for adequate advice, or would be in violation of any ethics laws, or frivolous, or with no merit are not part of this Plan. j. Native American legal issues are not part of this Plan. Such issues include any legal matters relating to Indian Tribes, Native American citizens, and tribal governments. This excludes legal issues before federal, tribal and/or state courts, administrative bodies, arbitration panels or arbitrators, tribunals and/or hearing panels, judges, or officers. 8. The 25% Discount may be used for any Services but those listed in the General Exclusions. 9. Civil Trial Defense. In addition to the General Exclusions above, the below items are not part of any civil trial defense. a. The 25% Discount may be used for Pre -Existing Conditions. Pre -Existing Conditions are defined as those acts which give rise to a lawsuit which are alleged to have occurred prior to the Effective Date, even if the lawsuit was filed after such Effective Date. b. The 25% Discount may be used for class actions, amicus curiae filings, or interventions. c. The 25% Discount may be used for any claim, defense, or legal position the Provider Law Firm deems is not likely to prevail in court or lacks merit. d. The 25% Discount may be used for any attachment, collection, appeal, or any other post judgment relief action. e. The 25% Discount may be used for any counter claims where the Member starts a lawsuit. f. The 25% Discount may be used for these Services; any matter where a Member is acting on behalf of, or representing another party (for example: executor, administrator, guardian, or trustee). The 25% Discount may be used for any matters in which the Member is a plaintiff or claimant. g. Page 2 of 12 LSFL-590(05/17) NATIONAL PLAN 10. Service Plan. The Company will provide the Services described in this Agreement ("Plan") to enrolled Employees in return for the Plan Member's membership fee. 11. No change in the Plan shall be valid until approved by an officer of the Company and endorsed on or attached to the Agreement. No agent can change the Agreement or Plan or waive any of its provisions. A 30-day notice will be given should there be any change in this Plan. LEGAL SERVICES PLAN ADVICE AND CONSULTATION SERVICES Phone Consultation. Members may have toll -free phone consultations on any personal legal subject matter. Members may receive legal research if the legal matter cannot be fully addressed during the phone consultation. Office Visits. Office visits are subject to an appointment with the Provider Law Firm to discuss a personal legal matter. There are no limits on the number of times per year a Member may use this Service. This Service is not meant to provide the Member with continuing access to the Provider Law Firm to undertake his or her own representation. Demand Letter or Phone Call. A phone call or a letter to a third party may be made by the Provider Law Firm, subject to its Professional Judgment. Such phone call or letter may be made when it would further assist the Member's personal legal matter. 24/7 Emergency Access. Members may have toll -free phone access to the Provider Law Firm on a 24-hour per day basis for covered emergencies. These emergencies include when being: 1. detained by law enforcement; 2. seriously injured in an accident; or 3. served with a search warrant. Members must call this emergency number at 1-877-825-3797 to speak with the Provider Law Firm. Phone access is subject to conditions set by the detaining or questioning authority, which may keep the Provider Law Firm from speaking with the Member. Not all calls will be put through to the Provider Law Firm. Emergency Access cannot assist in making, posting, or obtaining bond, bail, or other security required for release. DOCUMENT SERVICES Document Review. The Provider Law Firm will provide legal review of a Members' personal legal document. Then the Provider Law Firm will consult the Members on any areas of concern, and the legal implications of those provisions. The law firm will provide, when needed, edits or revisions to the document. This Service does not include preparation of a document to be used by the Members for use in court Page 3 of 12 LSFL-590(05/17) NATIONAL PLAN proceedings or lawsuits in which the Member is representing his or her self. This Service will not cover review of documents prepared by another attorney currently representing the Member. Affidavits. The Provider Law Firm will advise, prepare and review documents for an affidavit. The Member must be the affiant. The 25% Discount may be used for responsive affidavits. FAMILY & DOMESTIC RELATED SERVICES Name Change. The Provider Law Firm will advise, prepare documents, and review a name change for the Members in their state of residence. When needed, this Service includes the preparation for and attendance at the initial hearing to obtain the name change. Preparation of any required publication notice and any governmental documentation such as fingerprints and criminal history checks are not part of this Service. Adoption. The Provider Law Firm will prepare and review documents, advise, and attend the hearing for an adoption in the Member's state of residence. The adoption must be a domestic adoption in the United States. The adoptee must be a person under the age of 18. Preparation of any required publication notice or any governmental document such as fingerprints and criminal history checks are not part of this Service. Guardianship / Conservatorship. The Provider Law Firm will advise, prepare and review documents for the creation of a new guardianship or conservatorship over a person or estate. The named guardian or conservator must be the Member or Member's spouse, This Service includes representation in guardianship proceedings. The 25% Discount may be used for an ongoing accounting or termination of guardianship. Juvenile Matters. The Provider Law Firm will prepare and review documents, advise, and represent a Member or a dependent child in any juvenile court matter, provided there is no conflict of interest between the Member and the dependent child. In the event of a conflict, this Service provides an attorney for the Member only including Services for parental responsibility. Matters in which a juvenile is charged as an adult are not part of this Service. Protection from Domestic Violence. When Members are seeking to be protected by a victim protection order the Provider Law Firm will prepare and review documents, advise, and represent him or her in court. Incompetency Defense. The Member or Member's spouse will receive document preparation and review, advice, and court representation when he or she is subject to a civil competency determination. Page 4 of 12 LSFL-590(05117) NATIONAL PLAN Elder Care Issues. The Provider Law Firm will advise and review documents for a Member with respect to the Member's liability for theft parent's elder care issues (including Medicare, Medicaid, prescription plans, nursing home agreements, Power of Attorney, Living Wills, and Wills). Preparation of documents are not part of this Service. The parent of the Member is not covered. Immigration Assistance. Members who need immigration assistance may call the Provider Law Firm for advice and document review. Document preparation and court representation are not part of this Service. Prenuptial Agreements. The Provider Law Firm will advise, prepare and review documents when the Member needs a prenuptial agreement. Identity Theft. The Provider Law Firm will advise, prepare and review documents related to the identity theft of any Member. HOME SERVICES Mortgage Document Services. The Provider Law Firm will advise, prepare, and review documents for any residential mortgage documents of the Member or Member's spouse for their primary or secondary home. They must be the mortgagor, debtor, or buyer. Mortgage Document Services include representation of the Member or Member's spouse at a real estate closing when an attorney is required by law in the jurisdiction to attend a closing. The 25% Discount may be used for review of an abstract, preliminary title reports or preparation of a title opinion. Deeds. When the Member or Member's spouse is purchasing or selling a primary or secondary home the Provider Law Firm will advise, prepare and review documents related to real property deeds. Boundary or Title Disputes. The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's Spouse when he or she is a defendant in a boundary or title dispute. This Service includes Eminent Domain. Eviction and Tenant Problems. The Provider Law Firm will prepare and review documents, advise, and represent any Member, 18 years of age or older, who is the tenant with eviction or tenant problems. This includes security deposits and property damage claims. The Member must be the defendant. Home Equity Loan. The Provider Law Firm will advise and review the documents of a home equity loan for a Member or Member's spouse. This Service is for their primary or secondary home. The Member or Member's spouse must be the debtor. Page 5 of 12 LSFL-590(05/17) NATIONAL PLAN Property Tax Assessments. The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's spouse in a legal proceeding about property tax assessments and property valuations. Refinancing of Home. When the Member or Member's spouse refinances theft primary home the Provider Law Firm will advise and review the documents. Zoning Applications. The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's spouse before a zoning authority to help in a personal zoning application for a primary residence. Applications or issues for business assets or property are not part of this Service. Foreclosure The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's spouse in a court proceeding for foreclosure of their primary or secondary home. The Member or Member's spouse must be the defendant. Repossession. The Provider Law Firm will prepare and review documents, advise, and represent any Member in a legal proceeding for repossession of personal property. A Member must be the defendant. Garnishment. The Provider Law Firm will advise, prepare and review documents for the Member or Member's spouse for a wage or earnings garnishment. The Member or Member's spouse must be the defendant. FINANCE Bankruptcy. The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's spouse in court for a Personal Chapter 7 or Chapter 13 bankruptcy. The Member or Member's spouse must be the debtor. Promissory Notes. The Provider Law Firm will advise, prepare and review documents related to promissory notes for any Member. Consumer Protection. The Provider Law Firm will prepare and review documents, advise, and represent the Member or Member's spouse in court for consumer issues. These issues include personal property matters. The Member or Member's spouse must be a defendant. This Service does not include representation for collection activities after a judgment, any post judgment actions, execution of judgment, or appeals. Page 6 of 12 LSFL-590(05/17) NATIONAL PLAN WILL AND ESTATE PLANNING SERVICES Last Will and Testament or Codicils. A Last Will and Testament or Codicil prepared for any Members who are at least 18 years old. Any other provisions in the Will or Codicil regarding planning for estate taxes are not included. These Services do not include the distribution for any assets outside of the United States. Living Will or Physician's Directive. A Directive to Physician or Living Will, which conforms to state law, may be prepared for any Members who are at least 18 years old. Trusts. The Provider Law Firm will advise, prepare and review documents of a trust in which the Member or Member's spouse is the settlor. This Service does not include tax advice, financial planning or estate tax planning. Health Care Power of Attorney. A Health Care Power of Attorney, which conforms to state law, may be prepared for any Members who are at least 18 years old. Probate. The Provider Law Firm will advise and review documents for a probate of a Last Will and Testament. The Member must be the named executor. This Service does not include document preparation or representation in court. MOTOR VEHICLE SERVICES Moving Traffic Violations. The Provider Law Firm will advise, negotiate, review documents, and represent the Member in court for moving traffic violations. Those violations that result in felony charges, DUI, or related charges are not included in this Plan. Suspended Driver's License Assistance. When the Member is denied a driver's license or a driver's license has been cancelled, suspended, or revoked by the issuing authority the Provider Law Firm will advise and represent the Member. In this situation, a right to appeal must be provided by statute. Pre-existing matters are not part of this Plan. The Provider Law Firm will assist when the Member needs legal assistance to reinstate or maintain a driver's license due to job related matters or medical reasons. Motor Vehicle Property Damage. The Provider Law Firm will assist up to, but not including, the filing of a lawsuit to collect all property damage claims. These Services are for property damage incurred due to a vehicle, owned by the Member, being struck by any motor vehicle. Pre-existing matters are not part of this Plan. Motor Vehicle Services Exclusions: 1. The Member may use the 25% Discount for any matter in which it is alleged that he or she is under the influence of or impaired from using alcohol, intoxicants, medicines whether prescribed or not, controlled substances, or chemicals. Page 7 of 12 LSFL-590(05/17) NATIONAL PLAN 2. The 25% Discount may be used for any matter where, in the Professional Judgment of the Provider Law Firm, a claim, defense, or legal position is not likely to prevail in court. This includes matters that are frivolous, groundless, or with no merit. 3. Any matter while driving a Commercial Vehicle is not part of this Service. A Commercial Vehicle is defined as a motor vehicle being driven by Members for commercial or income producing purposes. 4. Except as listed above, the 25% Discount may be used for any matter related to criminal charges, hit-and-run related charges, leaving the scene of an accident, or similar charges. 5. The 25% Discount may be used for any matter related to charges that a Member is driving without a valid driver's license or statutorily required insurance. 6. The 25% Discount may be used for defense of the Member on any criminal charge for manslaughter, involuntary manslaughter, negligent homicide, or vehicular homicide, arising from the allowed use of a Licensed Motor Vehicle. 7. The 25% Discount may be used for any appeal, ongoing hearings, experts, or other post judgment relief action, including any matters or actions that must be filed in a different court for reconsideration or review. IRS AUDIT AND COLLECTION SERVICES The Provider Law Firm will advise and represent the Member or Member's spouse when notified in writing by the Internal Revenue Service (the "IRS"), state, or local taxing authorities of an audit, investigation, or exam of his or her tax return. These Services include written request to appear at the offices of the IRS, state, or local taxing authorities about his or her tax return. Garnishments, attachments, appeals, or any other post judgment relief actions are not covered. Trust returns, business or corporate tax returns, payroll and related returns are not covered. Charges of tax fraud or income tax evasion are not covered. This Service does not include prosecuting a claim for the return of overpaid taxes or the preparing of any tax returns. These Services begin with a tax return due in the same year as the Effective Date. ADDITIONAL DISCOUNT SERVICES 25% Discount. For all personal legal matters that are not fully covered by this Plan, the Members will have the right to Services at a 25% discount of the standard hourly rate. This does not apply to contingency fee matters or flat fee arrangements, which may be negotiated at a separate rate with the Provider Law Firm. GENERAL PROVISIONS OF SERVICE PLAN All Services are a part of and are subject to the General Provisions of this Plan. A. Provision of Services, Attorneys, and Location of Services: Services will be provided by attorneys designated by the Company, who are licensed, practicing attorneys (referred to as the Provider Law Firm or Provider Attorney). All initial requests for Services must be directed through the Provider Law Firm in the Member's state of residence. For legal matters that arise within the United States and outside the Member's state of residence, the Provider Law Firm may assign an attorney who is licensed in that jurisdiction. Should the Member move to another state, they should notify the Company. Their Provider Law Firm will switch to their new state of residence Page 8 of 12 LSFL-590(05/17) NATIONAL PLAN after they notify the Company. All Services except for 24/7 Emergency Access will be accessed during business hours, Monday to Friday, 8:30 a.m. to 5 p.m., except on holidays, The Member may not require a fetter be sent or a phone call be made, any Service be performed, or any pleading, position, or issue be presented by the Provider Law Firm. The Provider Law Firm retains the right to make all final decisions about the Services. B. Member shall include: 1. The Member ("Employee"). 2. The Member's spouse. 3. Never married dependent children of the Member, or Member's spouse, under 26 years of age who are permanent residents of the Member's household or full time students. 4. Children under 18 years of age for whom the Member, or the Member's spouse, is the legal guardian. 5. Any dependent child, regardless of age, who is physically disabled or mentally incapacitated resulting in an inability to make legally binding decisions and is: a. Unable to be employed; b. 51% or more financially dependent upon the Member or Member's spouse; c. Lives at home with the Member or Member's spouse. Proof may be required by the Company or the Provider Law Firm before any legal Services may be given. 6. A dependent is the natural or adopted child of the Member, or Member's spouse. C. General Exclusions: 1. Any Services for matters against the Employer, Company, or Provider Law Firm are not part of this Plan. 2. Services deemed by the attorney to lack merit, or violate any ethics rules are not part of this Plan. 3. Services outside the United States are not part of this Plan. 4. Any matter involving any Member which arises due to business matters or interests (regardless of the form of the entity), are not part of this Plan. These matters include: a. Ownership, management, or association with a business, partnership, corporate entity, or trust. b. Any income producing property or venture no matter the nature, full time or part time. 5. Fines, court costs, filing fees, ad litem fees, penalties, expert witness fees, bonds, bail bonds and out of pocket expenses are not part of this Plan. 6. Any person who is a party in a lawsuit against the Company or is named as a defendant in a lawsuit by the Company shall not receive Services during the lawsuit. 7. Any matters which are covered by any insurance policy are not part of this Plan. 8. Services related to patent, trademark or copyright matters are not part of this Plan. 9. Any Services where, in the Provider Law Firm's Professional Judgment, the requested Service is unnecessary or unwarranted for adequate advice, would be in violation of any ethics laws, or frivolous or without merit are not part of this Plan. 10. Native American legal issues are not part of this Plan. Such issues include any legal matters relating to Indian Tribes, Native American citizens, and tribal governments. This excludes legal issues before federal, tribal and/or state courts, administrative bodies, arbitration panels or arbitrators, tribunals and/or hearing panels, judges, or officers. D. Discount: The 25% Discount may be used for any Service but those listed in the General Exclusions. Page 9 of 12 LSFL-590{05117) NATIONAL PLAN E. Civil Trial Defense Exclusions: In addition to the General Exclusions above, the below items are not part of any civil trial defense. 1. The 25% Discount may be used for Pre -Existing Conditions. Pre-existing Conditions are defined as those acts which give rise to a lawsuit which are alleged to have occurred prior to the Effective Date, even if the lawsuit was filed after such Effective Date. 2. The 25% Discount may be used for class actions, amicus curiae filings, or interventions. 3. The 25% Discount may be used for any claim, defense, or legal position the Provider Law Firm deems is not likely to prevail in court or lacks merit. 4. The 25% Discount may be used for any attachment, collection, appeal, or any other post judgment relief action. 5. The 25% Discount may be used for any counter claims where the Member starts a lawsuit. 6. The 25% Discount may be used for these Services; any matter where a Member is acting on behalf of, or representing another party (for example: executor, administrator, guardian, or trustee). 7. The 25% Discount may be used for any matters in which the Member is a plaintiff or claimant. F. Plan: Any reference to the "Plan" refers to this legal service plan between the Company and the Member. G. Licensed Motor Vehicle: A vehicle, except a Commercial Vehicle, which is properly licensed, insured, registered, inspected and with properly working equipment. H. Availability of Services: For any matter between the Member and Member's spouse or dependents, only the Member may use the Services. Members may use the Services outlined in this Plan only to the extent such Services are available and permitted by the laws of the state having jurisdiction over the legal matter. 1. The Company: Any reference to the "Company" in this Plan shall refer to LS, Inc., dba LegalShield. J. Provider Law Firm: The Provider Law Firm is an attorney or law firm who has contracted with the Company to provide the Services described in this Plan in the Member's primary state of residence. This does not require all Services under the Plan be performed by the Provider Law Firm. The Provider Law Firm or the Company may refer matters to a referral attorney (a "Referral Attorney"). Referral Attorney and Provider Attorney may be collectively referred to in this Plan as the Provider Law Firm. K. Geographical Area of Coverage: This legal Services Plan may only be used in the United States. This Plan does not include U.S. Territories. L. Effective Date: The Effective Date of the Plan is the date on which the Employer enrolls the Member and the membership fee has been paid. M. Attorney -Client Contract and Representation: All Services which may require payment of any anticipated cost or payment of a retainer to the Provider Law Firm to cover reasonable anticipated legal services not covered by the Plan, shall be subject to the terms of an Attorney -Client Contract. This Attorney -Client Contract is to be agreed upon by the Member and the Provider Law Firm prior to Page 10 of 12 LSFL-590(05/17) NATIONAL PLAN the time Services are rendered. All determinations of retainers and anticipated costs to be incurred shall be the sole discretion of the Provider Law Firm. When applicable, eligibility for receipt of Services under the Plan is contingent upon payment of such retainers and anticipated costs prior to legal representation. All services and legal representation will be limited to the Services of this Plan. The Provider Law Firm has no duty or relationship beyond the specified Services. Any person covered under this Plan has the right to retain, at his or her own expense, any attorney authorized to practice law in the State of Florida. N. Provider Law Firm's Professional Judgment: All Services are subject to a Provider Law Firm's Professional Judgment. The Provider Law Firm determines whether claims or defenses pertaining to any matter under any Service of this Plan present frivolous or otherwise unmeritorious claims or defenses. This includes decisions to take any contingency case or to appeal any judgment or decision by any court or administrative agency. The Provider Attorney reserves the right to make independent professional judgments. The Company will in no way influence or attempt to affect the rendering of professional services by the Provider Law Firm. O. Cancellation of Contract: The Company may cancel this Plan for fraud, non-payment of membership fees, or if, in the first 90-days, the Provider Law Firm determines, in its professional and independent judgment, that the Member is unable, unwilling or incapable of accepting or understanding legal advice and services. All Services will automatically terminate at the end of the Eligibility Period. In the event of cancellation for misrepresentation or fraud, the Company shall notify the Member in writing of its intention to cancel the Plan 45-days prior to the cancellation date. If the Plan is cancelled for non-payment of membership fees, the Company shall notify the Member in writing 20-days prior to the cancellation date. The Member may cancel the Plan at any time by giving written notice to the Company. Upon written request, the Member shall be entitled to be reimbursed by the Company the unused portion of the membership fees paid for this Plan, the amount to be calculated on a pro-rata basis over the period of the Plan. In the event of cancellation by the Company, Services will only be provided for those events reported in writing to the Provider Law Firm during the Eligibility Period. P. Settlement of Disputes: All disputes or claims relating to the Company, the Plan, any Company products, any claims or causes of action between any Member, the Employer, and the Company, and any of the Company's officers, directors, employees or affiliates, whether in tort or contract; shall be settled totally and finally by arbitration per the Commercial Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. If any Member or the Employer files a claim or counterclaim against the Company or any of its officers, directors, employees or affiliates in any such arbitration, they may do so only on an individual basis and not with any other party or as part of a class action. Q. Mutual Cooperation: The Member and Company shall mutually cooperate with the Provider Law Firm for the effective provision of legal Services. At all times the Parties shall conduct the relationship with professionalism and mutual respect. R. Duplication of Coverage: The Member may not secure Services from the Provider Law Firm for the same matter under more than one Plan. The Member may not secure the Services of more than one attorney on any given subject matter. Page 11 of 12 LSFL-590(05/17) NATIONAL PLAN S. Change of Plan: No change in the Plan shall be valid until approved by an officer of the Company and endorsed on, or attached to the Plan. No agent can change the Plan or waive any of its provisions. A 30-day notice will be given should there be any change in this Plan. T. Reinstatement Procedure: Should the Member leave their employment, they may elect to continue their Plan by notifying the Company. The Company, at its option, may reinstate the Plan upon payment by the Member of the member fee. The Effective Date of the reinstatement shall be the date the reinstatement is accepted and processed by the Company. Services are not available for any act or occurrence during the lapse period. U. Change of Fees: The Company has the right to change the membership fee for this Plan. Changes in the fee will only occur on the anniversary date of the Plan. Should the fee be changed, the Member will be sent a 45-day written notice. V. Severability: If any provision of this Plan is deemed invalid or unenforceable in any respect, such provision shall be, to the extent possible, reformed to make it effective. If any provision is deemed invalid and incapabre of being reformed, it shall not impact the validity and enforceability of all other provisions of this Plan, which shall remain valid and enforceable. W. Subrogation: If the Company or Provider Law Firm makes a payment under this Plan and the person to or for whom payment was made has a right to recover damages from another, the Company or Provider Law Firm shall be subrogated to that right. X. Release of Information: Members with a concern about a Provider Attorney authorize the Provider Law Firm to disclose to the Company all communications between the Members and the Provider Law Firm. This is done to provide the best customer service. Members should contact Member Services at 1-800-654-7757 with any complaint or concern. A written release may be needed for the Provider Law Firm to respond to a complaint. Members concede that personal information is electronically stored. Y. Complaints: The Member shall have the right to file a complaint with the Florida Bar Association concerning attorney conduct pursuant to this Plan. [ 1 Employer Officer of LS, Inc., dba LegalShield Page 12 of 12 LSFL-590(05117) NATIONAL PLAN City of Miami, Florida Contract No. 616390 EXHIBIT B3 AGREEMENT AND PLAN FOR IDENTITY THEFT SERVICES L egalShielci SAMPLE 1. Employer. [ ] the "Employer") enters this agreement ("Agreement" or "Plan") with Pre -Paid Legal Services, Inc. ("LegalShield" or "Company") for identity theft protection services to be offered to its employees as an employee benefit. 2. Term of Agreement. This Agreement is effective on [ ] and is for [_] year(s). This Agreement will automatically renew each year. If either party does not want the Agreement to renew then either party shall give the other party at least one hundred and twenty (120) days prior written notice. 3. Eligibility and Enrollment. Ali full time and part time employees working twenty (20) plus hours a week are eligible to enroll. Employees may enroll in the group IDT plan annually during the Employer's open enrollment. The Employee ("Member") must enroll for a period of one year. 4. Payment. The rate for the group IDT plan is $[ ] per month per Employee for the family plan or $j ] per month for an individual plan. Payment will include Plan Services for the Employee ("Member"), the Member's spouse and dependents. Each month, the Employer will provide the Company with a Member file list and payment for each Member. 5. Indemnity. Each party agrees to indemnify the other party and their affiliated companies from any and all claims, losses, damages and causes of action. This includes, with no limits, all expenses, costs, and attorney fees that may occur as a result of the other party's failure to meet the provisions of the Agreement or from any negligent acts or omissions of the party. 6. The employee shall be eligible for coverage under the individual plan. 7. Members eligible for services under the family plan shall include: a. The Member ("Employee"). b. The Member's spouse. c. Never married dependent children of the Member, or Member's spouse, under 26 years of age who are permanent residents of the Member's household or full-time students. d. Children under 18 years of age for whom the Member, or the Member's spouse, is the legal guardian. e. Any dependent child, regardless of age, who is physically disabled or mentally incapacitated resulting in an inability to make legally binding decisions and is: 1. Unable to be employed; 2. 51% or more financially dependent upon the Member or Member's spouse; 3. Lives at home with the Member or Member's spouse. Proof may be required by the Company or the Provider Law Firm before any legal Services may be given. f. A dependent is the natural or adopted child of the Member or Member's spouse. 8. Service Plan. The Company will provide the Services described in this Agreement ("Service Plan") to enrolled Employees in return for the Plan Member's membership fee. 9. No change in the Service Plan shall be valid until approved by an officer of the Company IDS NATIONAL PLAN and endorsed on or attached to the Agreement. No agent can change the Agreement or Service Plan or waive any of its provisions. A 30-day notice will be given should there be any change in this Service Plan. 10. Settlement of Disputes: All disputes or claims relating to the Company, the Plan, any Company products, any claims or causes of action between any Member, the Employer, and the Company whether in tort or contract, shall be settled by arbitration per the Commercial Arbitration Rules of the American Arbitration Association. If any Member or the Employer files a claim or counterclaim against the Company in any such arbitration, they may do so only on an individual basis and not with any other party or as part of a class action. 11. Reinstatement Procedure: Should the Member leave their employment, they may elect to continue their Plan by notifying the Company. The Company, at its option, may reinstate the Plan upon payment by the Member of the member fee. The Effective Date of the reinstatement shall be the date the reinstatement is accepted and processed by the Company. Services are not available for any act or occurrence during the lapse period. 12, Change of Fees: The Company has the right to change the membership fee for this Plan. Changes in the fee will only occur on the anniversary date of the Plan. Should the fee be changed, the Member will be sent a 30-day written notice. 13. Severability: If any provision of this Plan is deemed invalid or unenforceable in any respect, such provision shall be, to the extent possible, reformed to make it effective. If any provision is deemed invalid and incapable of being reformed, it shall not impact the validity and enforceability of all other provisions of this Plan, which shall remain valid and enforceable. IDENTITY THEFT PLAN ("Plan Services") IDENTITY CONSULTATION SERVICES Members have unlimited access to identity consultation services provided by Kroll's Licensed Private Investigators. The Investigator will advise members on best practices for identity management tailored to the member's specific situation and should there be an identity theft event, the investigator will recommend that a case be opened for restoration. Members have access to member support agents and 24/7/365 for emergency situations. Kroll's Licensed Investigators will be available to answer questions regarding ID Theft and Fraud issues from 7am to 7pm central time, Monday through Friday excluding major holidays. All Members are eligible to receive the following Identity Consultation services: Privacy and Security Best Practice • Consult on best practices for the use and protection of a consumer's Social Security number and Personal Identifying Information (PII) • Provide consultation on current trends related to ID theft and fraud issues • Discuss best practices for financial transactions • Consult on best practices for consumer privacy Page 2 of 8 IDS NATIONAL PLAN • Discuss tactics and best practices while shopping and communicating online • Provide the knowledge to best protect the member from ID Theft using their rights under federal and state laws • Help members interpret and analyze their credit report • Take steps to reduce pre -approved credit card offers • Consult with members regarding a public record inquiry or background search • Credit Freeze consultation • Consultation on common scams and schemes, including email and social media Event Driven Consultation Support • Lost/Stolen wallet assistance • Data Exposure/Data Breach safeguards • With Member's permission, facilitate the placement of 90-day fraud security alerts with credit reporting agencies. if permission is not given, provide a list of contact phone numbers for placing fraud alerts. Alerts and Notifications • Monthly identity theft updates to help educate and protect members • Data breach notifications delivered to members Confirm Identity Fraud and its Severity • Social Security Number Fraud Detection - Use Social Security Number Skip Trace technique to investigate the member's name & Social Security Number to identify potentially fraudulent activity using industry -unique database access afforded by credentials of Licensed Investigators • Consultation and education on Criminal and Medical Identity Theft • Discovery and consultation on Deceased and Minor Identity Theft • Sex Offender Searches Consultation Services are limited to the solutions, best practices, legislation, and established industry and organizational procedures in place in the United States and Canada as determined beneficial or productive by a Kroll Licensed Private Investigator. IDENTITY RESTORATION All members are eligible to receive the following restorations services. Licensed Investigators Kroll's Licensed Investigators perform the bulk of the restoration work required to restore a member's identity to pre -theft status. The following list outlines Kroll's typical identity restoration process. Please note that each case is unique and Kroll Licensed Investigators will typically address a variety of issues during a restoration case. Within 1 business day of receiving a fully executed Limited Power of Attorney and copies of the Page 3 of 8 IDS NATIONAL PLAN Member's Social Security card, driver's license, identity theft police report and most recent utility statement - complete with the Member's current name and address - Kroll shall: • Notify the Social Security Administration (SSA), the Federal Trade Commission (FTC), and the U.S. Postal Inspection Service in cases where there is evidence the U.S. Postal Service was used in connection with the suspected fraud • Place/confirm that 90-day fraud security alerts have been placed with the three credit bureaus After receiving the Credit Authorization Form, Kroll shall: • Order a copy of the Members credit report • Review credit history and document if fraud includes items such as: o Public records: Liens, judgments, bankruptcies o Credit accounts: New and/or derogatory o Addresses o Prior employment • Issue Fraud Alert and notification of fraud dispute - Work with affected financial institutions, collection agencies, check clearinghouse companies, landlords and property managers, and/or credit card companies, where warranted. • Issue Fraud Victim Statements - Work with all three credit bureaus to restore credit accuracy and place seven-year fraud victim statements with the permission of the victim. Where warranted, Kroll will: • Search victim's local county criminal data to detect criminal activity being committed in member's name • Use the U.S. Criminal Records Indicator to search a wide variety of national criminal databases • Search victim's State Department of Corrections records, court records, and arrest logs from numerous states • Perform a driver license search using public records and commercially available data to find associated reports from numerous states. • Perform a Social Security trace to look for additional addresses that may be attached to the victim's name • Perform a death indicator search using public records and commercially available data sources to determine if the victim has been reported as deceased for insurance fraud or other reasons • Perform a check -clearinghouse search to determine if victim's name has been submitted as having been involved in fraudulent banking activities • Notify the DMV and instruct victim on proper procedures in dealing with the DMV • Notify and work with creditors who have extended credit due to misuse of the victim's identifying information • Notify and work with the collection agencies of those creditors • Notify and work with law enforcement personnel, both local and federal Page 4 of 8 IDS NATIONAL PLAN If disputes are not resolved according to the victim's legal rights, Kroll may escalate disputes to the appropriate government/regulatory agencies, including: • Federal Trade Commission • State Attorney General office by state • Consumer Financial Protection Bureau • Association of Collection Professionals International • Comptroller of the Currency • Federal Reserve Bank • Office of Thrift Supervision • Office of the Inspector General • Provide the additional assistance of investigators who can reasonably assist based on the victim's issues In all cases, Kroll provides: • Follow-up credit reports • Subscriber updates PRIVACY MONITORING — available to Member and Spouse Black Market Website Surveillance (Internet Monitoring) Monitors global black-market websites, IRC (internet relay chat) channels, chat rooms, peer to peer sharing networks, and social feeds for a member's Personally Identifiable Information (PII), looking for matches of: • Name • Date of birth • Social Security number • Emails (up to 10) • Phone numbers (up to 10) • Driver's License number • Passport Number • Medical ID numbers (up to 10) When an exact match for the monitored information is found, the member is alerted with an email notification. The detail of the alert can be accessed via the service portal dashboard. Social Media Monitoring Social Media Monitoring allows you to monitor multiple social media accounts and content feeds for privacy and reputational risks. You can set up monitoring for your Facebook, Twitter, Linkedln and Instagram accounts to receive reports and alerts for content items such as image captions, posts, and comments. You will be alerted to privacy risks like the exposure of personally identifying information, including street address, date of birth, or Social Security number. Social Media Monitoring also searches for content that has the potential to create reputational risks, like foul language, drug and alcohol references, or discriminatory terms. Page 5 of 8 IDS NATIONAL PLAN Address Change Verification Keeps track of a personal mailing address and alerts when a change of address has been requested through the United States Postal Service. An initial baseline report is provided of activity within the last 18 months, and monitoring thereafter provides alerts whenever a new change of address request is made. The detail of the alert can be accessed through the member dashboard. SECURITY MONITORING --available to Member and Spouse Black Market Website Surveillance (Internet Monitoring) Monitors global black-market websites, IRC (internet relay chat) channels, chat rooms, peer to peer sharing networks, and social feeds for a member's Personally Identifiable Information (PII), looking for matches of: • SSN • Credit card numbers (up to 10) • Bank account numbers (up to 10) When an exact match for the monitored information is found, the member is alerted with an email notification. The detail of the alert can be accessed through the member dashboard. Court Records Monitoring Detects criminal activity that may be associated with an individual's personal information, alerting them to signs of potential criminal identity theft. This service searches for online court records that match the member's name and date of birth from county courts, Department of Corrections (DOC), Administration of the Courts (AOC), and other legal agencies - approx. 350 million criminal records searched. Court records are sourced from county, state and federal data sources. County records are sourced from the 250 most populous counties along with arrest records, court records, correctional records and State Department records. If an incident appears associated with the member's information, they will be notified via alert. Credit Monitoring Members have access to continuous credit monitoring through TransUnion only. Monitoring can be accessed immediately by the member via the service portal dashboard. Credit activity will be reported promptly to the member via an email alert. Monitoring does not affect an individual's credit score nor does it appear as a hard inquiry on his or her credit report when accessed by a third party. The credit monitoring service will alert members to activity up to and including new delinquent accounts, fraud alerts, improved account, new account, new address, new bankruptcy, new employment, new account inquiry, and new public records. Credit Inquiry Alerts Members will be notified via email when a creditor requests their TransUnion credit file for the purposes of opening a new credit account. Alerts may also be triggered when a creditor requests a member's credit file for changes that would result in a new financial obligation, such as a new cell phone account, a lease for a new apartment, or an application for a new mortgage. Page 6 of 8 IDS NATIONAL PLAN Quarterly Credit Score Tracker A quarterly credit score from TransUnion that plots the member's score quarter by quarter on a graph. Upon enrollment and quarterly thereafter, members will be able to see how their credit scores have changed over time, along with score factors that provide insight into what events may have caused their specific credit score to change. Payday Loan Monitoring Alerts the subscriber when their personal information is associated with short-term, pay day, or similar cash -advance loans. The service monitors 21,000 online, rent -to -own, and payday lender storefronts for unauthorized activity. An initial report is provided and monitoring is provided on a monthly basis. An alert is generated whenever new loans or inquiries are detected. MINOR IDENTITY PROTECTION (Family Plans only) Allows Parents/Guardians of up to 8 minors under the age of 18 to monitor for potential fraudulent activity associated with their child's SSN. Unauthorized names, aliases and addresses that become associated with a minor's name and date of birth may be detected. The service monitors public records in all 50 States and includes; real estate data, new mover information, property and recorder of deed registration, county assessor/record data, internet job site providers, state occupational license data providers, voter information, public records/court proceedings, bankruptcies, liens, and judgments. Parents/Guardians are provided a baseline scan, subsequent alerts and notifications thereafter. SERVICE GUARANTEE If a Member becomes a victim of identity theft while an IDShield member, the Company will spend up to $5 million using Kroll's industry -leading Licensed Investigators to do whatever it takes for as long as it takes to help recover and restore a Member's identity to its pre -theft status. Company will spend an unlimited amount of time and money to fully restore a Member's identity. IDENTITY THEFT RESTORATION SERVICE EXCLUSIONS The following are excluded from the Services: Legal Remedy - Any Stolen Identity Event where the Member is unwilling or unable to prosecute or otherwise bring a civil or criminal claim against any person culpable or reasonably believed to be culpable for the fraud or its consequences, Dishonest Acts - Any dishonest, criminal, malicious or fraudulent acts, if the Member(s) that suffered the fraud personally participated in, directed, or had knowledge of such acts, Financial Loss - Any direct or indirect financial losses attributable to the Stolen Identity Event, Page 7 of 8 IDS NATIONAL PLAN including but not limited to, money stolen from a wallet, unauthorized purchases of retail goods or services online, by phone, mail or directly. Pre-existing Stolen Identity Event Limitations - Any circumstance wherein the member had knowledge of, or reasonably should have had knowledge of, a pre-existing Stolen Identity Event based on information provided to them prior to enrollment in the program. Business - The theft or unauthorized or illegal use of any business name, DBA or any other method of identifying business (as distinguished from personal) activity. Third Parties Not Subject to U.S. or Canadian Law - Restoration services do not remediate issues with third parties not subject to United States or Canadian law that have been impacted by an individual's Stolen Identity Event, such as financial institutions, government agencies, and other entities. [ 1 Employer [ 1 Officer of Pre -Paid Legal Services, Inc., dba LegalShield Page 8 of 8 IDS NATIONAL PLAN City of Miami, Florida Contract No. 616390 EXHIBIT Cl PRICE SCHEDULE GROUP LEGAL SERVICES City of Miami, Florida Contract No. 616390 A. PREMIUM STRUCTURE The Price shown below is the price for providing all group legal services as stated in Exhibits B1 and B2, Scope of Services attached herein. The price is a not -to -exceed flat rate and includes all tasks deemed necessary to provide the system, all fees, including one-time and recurring, and value added options. This Price is guaranteed for the five years of the contract, including any extensions. 1) INITIAL TERM: TOTAL PREMIUM - $ 146,615.04 (Sum of Annual Premium Totals for the initial three (3) Plan Years (1/1/18 through 12/31/20) 2) OPTION TO RENEW YEARS: TOTAL PREMIUM - $ 125,748.48 (Sum of No. 1 and No. 2 Annual Premium Totals for the two (2), one (1) year option to renew Plan Years 1/1/22 through 12/31/22) B. BREAKDOWN OF INTIAL THREE YEAR TERM YEARS (2018-2020) 2018 Initial Term Plan Year (1/1/18 — 12/31118) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only 45 $ 7.04 $ 8,236.80 Employee + 1 *** 145 $ 7.04 $ 26,540.80 Employee + 2 or More 50 $ 7.04 $ 9,152.00 Annual Premium Total $ 43,929.60 2019 Initial Term Plan Year (111/19 — 12/31/19) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only 50 $ 7.04 $ 9,152.00 Employee + 1 *** 160 $ 7.04 $ 29,286.40 Employee + 2 or More 55 $ 7.04 $ 10,067.20 Annual Premium Total $ 48,505.60 2020 Initial Term Plan Year (1/1/20 — 12/31/20) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only 55 $ 7.04 $ 10,067.20 Employee + 1 *** 176 $ 7.04 $ 32,215.04 Employee + 2 or More 65 $ 7.04 $ 11,897.60 Annual Premium Total $ 54,179.84 City of Miami, Florida Contract No. 616390 C. BREAKDOWN OF OPTION TO RENEW YEARS (2021-2022) 2021 Option -to -Renew Plan Year (1/1/21 — 12/31/21) Tier Estimated Population Standard Plan Bi-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks) Employee only 60 $ 7.04 $ 10,982.40 Employee + 1 *** 194 $ 7.04 $ 35,509.76 Employee + 2 or More 72 $ 7.04 $ 13,178.88 Annual Premium Total $ 59,671.04 2022 Option -to -Renew Plan Year (111/22 — 12/31/22) Tier Estimated Population Standard Plan B+-Weekly Rate Estimated Premium (# of Enrollees x Si -Weekly Rate x 26 Weeks) Employee only 66 $ 7.04 $ 12,080.64 Employee + 1 *** 215 $ 7.04 $ 39,353.60 Employee + 2 or More 80 $ 7.04 $14,643.20 Annual Premium Total $ 66,077.44 City of Miami, Florida Contract No. 616390 EXHIBIT C2 PRICE SCHEDULE IDENTITY THEFT PROTECTION SERVICES City of Miami, Florida Contract No. 616390 A. PREMIUM STRUCTURE The Price shown below is the price for providing all identity theft protection services as stated in Exhibits B1, and B3, Scope of Services attached herein. The price is a not -to -exceed flat rate and includes all tasks deemed necessary to provide the system, all fees, including one-time and recurring, and value added options. This Price is guaranteed for the five years of the contract, including any extensions. 1) INITIAL TERM: TOTAL PREMIUM - $ 80,964.00 (Sum of Annual Premium Totals for the initial three (3) Plan Years (1/1/18 through 12/31120) 2) OPTION TO RENEW YEARS: TOTAL PREMIUM - $ 59,373.60 (Sum of Annual Premium Totals for the two (2), one (1) year option to renew years (1/1/21 through 12/31/22) B. INITIAL TERM Estimated Population B-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks x 3) individual: 50 Individual: $ 3.12 Individual: $ 12,168.00 Family: 150 Family: $ 5.88 Family: $ 68,796.00 Total Premium for Initial Term $ 80,964.00 C. OPTION TO RENEW YEARS Estimated Population B-Weekly Rate Estimated Premium (# of Enrollees x Bi-Weekly Rate x 26 Weeks X 2) Individual: 55 Individual: $ 3.12 Individual: $ 8,923.20 Family: 165 Family; $ 5.88 Family: $ 50,450.40 Total Premium for Option to Renew Term $ 59,373.60 Notes: (1) The above rates are all-inclusive; there are no "add -on" charges for Services. (2) Premiums shall not be adjusted at any time during the Plan Year unless the City requests and agrees to contractual changes. (3) All rates are guaranteed for the initial three (3) Plan Years, and the two (2), one (1) year Option to Renew Years (five years), including any extensions. (4) Price is not contingent upon minimum participation requirements. Any extensions pursuant to Section 2 of the Professional Services Agreement will be at the then current rates, unless the City approved an increase in the rates. (5) There shall be no additional costs to the City for: a) enrollment materials; b) updates prepared and submitted for inclusion in benefits booklet; c) reports as stated in the Agreement; and d) Contract termination (whether on or off the anniversary date). (6) Contractor's compensation shall be based on the actual enrollment of employees in the plans. City of Miami, Florida Contract No. 616390 EXHIBIT D INSURANCE REQUIREMENTS City of Miami, Florida Contract No. 616390 INDEMNIFICATION Successful Proposer shall, indemnify, hold / save harmless and defend at its own costs and expense, the City and its officials, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Successful Proposer's performance under the provisions of the contract, including all acts or omissions to act on the part of Successful Proposer, including any person performing under this Contract for or on Successful Proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The Successful Proposer shall furnish to the City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130; Certificate(s) of Insurance which indicates that insurance coverage has been obtained which meets the requirements outlined below: (1) Worker's Compensation A. Limits of Liability - Statutory - State of Florida (2) Commercial General Liability (Primary and Non -Contributory) 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, Products and Completed Operations and Fire Damage: $1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Contingent and Contractual Exposures Primary Insurance Clause Endorsement (3) Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability combined single limits. Any Auto, including hired, borrowed or owned, or non -owned autos used in connection with the work: $1,000,000 B. Endorsements Required City of Miami included as an Additional Insured (4) Professional Liability Combined Single Limit Each Claim: $1,000,000 General Aggregate Limit: $1,000,000 Retro Date Included City of Miami, Florida Contract No. 616390 BINDERS ARE UNACCEPTABLE The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Successful Proposer. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: 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. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY REQUEST FOR PROPOSAL NUMBER AND/OR TITLE OF REQUEST FOR PROPOSAL MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Successful Proposer of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Successful Proposer shall be responsible for submitting new or renewed insurance certificates to the City 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 contractual period, the City shall: • Suspend the Contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Proposal. - The City may, at its sole discretion, terminate this Contract for cause and seek re -procurement damages from the Successful Proposer in conjunction with the General and Special Terms and Conditions of the Request for Proposal. The Successful Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Successful Proposer. 152731 ACOR©� CERTIFICATE OF LIABILITY INSURANCE DATE IMMiDO(YYYY) 7/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, If SUBROGATION IS WAIVED, subject to the terms and conditions this certificate does not confer rights to the certificate holder in lieu the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. of the policy, certain policies may require an endorsement. A statement on of such endorsement(s). PRODUCER Commercial Lines - 952-242-3100 Wells Fargo Insurance Services USA, Inc. 400 Highway 169 South St. Louis Park, MN 55426 CONTACT NME: Jolene Olson NAME PHONE 952-242-3139 IAIC. No, ExO: E-MAIL DARESS: jolene.oisonOwellsfargo.com INSURER(S) AFFORDING COVERAGE FAX INC. No): 866-850-0954 NAIC # INSURER A : Ame.. ican Zurich Insurance Company 40142 INSURED MidOcean PPL Holdings Corp Pre -Paid Legal Services, inc. dba LegalShield 1 Prepaid Way Ada OK 74820-5813 COVERAGES INSURER B Zurich American Insurance Co 16535 INSURER C INSURER O INSURER E Endurance American Insurance Company Illinois Union Insurance Company 10641 27960 INSURER F CERTIFICATE NUMBER: 12127543 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN LTR TYPE OF INSURANCE IACOL SUER' INSD. WVO POLICY NUMBER POLICY EFF (MM(DDIYYYY) POLICY EXP (MM!D01YYYYS LIMITS X COMMERCIAL GENERAL LIABILITY A I CP00124012 06/01/2017 06/01 018 EACH OCCURRENCE S 1,000.000 -- CLAIMS -MADE X OCCUR DAMAGE TO RENTED PRE S (Ea occurrence) S 1,000,000 tE XP (Any one person) S 10,000 P RSONAL & ADV INJURY 5 1.090.000 GEM_ AGGREGATE LIMIT .AP"LIES PER: I GENERAL AGGREGATE S 2.000.000 X POLICY PRO- LOC _ JECT PRODUCTS CCMP!OPItAGG S 2,000.000 OTF.ER \\ S A AUTOMOBILE LIABILITY CP00124012 06/01/2017 0112018 EOa MaBccINidEeDn)SfNGLE LIMIT S 1.000.000 x ANY AUTO BODILY INJURY (Par person) 5 OWNED SCHEDULED I AUTOS ONLY AUTOS ' BODILY INJURY (Per accident; S HIRED NON -OWNED AUTOS ONLY I I AUTOS ONLY _ =�' '� - PROPERTY DAMAGE !Per accidenll i S _ y. I5 UMBRELLA LIA81�i_., OCCUR J_ i EACH OCCURRENCE S EXCESS LIAR ' 1 CLAIMS -MADE I - f/ AGGREGATE 0 DED ' RETENTION S {`� S B AND EMPLOYERSCOMPENSATION AND EMPLOYERS' LIABILITY ' WC0124013 08/01/2017' 06/01/2018 X E STATUTEP ERR ANY°ROPRIETORlPARTNER?EXECUTIVE OFF10ERMEMBER EXCLUDED? Y! N NIA E L EACH ACCIDENT S 1,000,000 (Mandatory in NH) I E L. DISEASE - EA EMPLOYEE S 1,000.000 Ir yes. describe under _-ESCR:PTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 C Errors & Omissions Retro Date 03/15/12 I PR010009084001 06/01/2017 06/01/2018 ss,000.o5D unlit DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) Re: Contract No. 616390. The City of Miami is Additional Insured, on a primary and non-contributory basis, as respects General Liability and Automobile Liability where required by written contract or agreement. 30 Days Notice of Cancellation according to policy terms and conditions CERTIFICATE HOLDER CANCELLATION City of Miami c/o Procurement Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 96-4.4 The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved, ACORD 25 (2016/03) CID:152731 SID: 12127543 Certificate of Insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT LTR INSR SUBR (MM/DDIYY) (MM/DD/YY) 7 Network Security/Privacy EON G2554349A 002 06/01/2017 06101/2018 55.000.000 Main Aggregate Policy Limit $100.000 Maur Policy Deductibles Certificate of Insurance-Con't City of Miami, Florida Contract No. 616390 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) ar .. v..a.a a_LLLLU+ .•LLLL ib Pare1ot'' • - r - -- / S-..r7fl 7__ 1.1 / Detail by Entity Name Fcre4-1 Profit Corpereran LEGALSHIELD. INC. Cross Reference Name LS, INC. Film , Irfcr-ninon Document Number F170000G0159 FEIiEIN Number 73-C94S903 Date Filed 01/11'2317 State OK Status ACTIVE': Princioar Address ONE PRE -PAID WAY ADA. OK 74323 ,Nt3iiira Address ATTN REGULATORY AFFAIRS ONE PRE -PAD WAY ADA. OK 7432 Peq's tered Art N3rr 3L Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION. FL 33324 Officer!Director Detail Name & Address Title CP SELL, JEFF 10420 NE 47TH PLACE KIRKLAND. WA 93033 Title DS PINSON. KATHLEEN S 14591 COUNTY RD 3583 ADA, OK 74320 Title DT http: arch sunhiz-car, CorporattionSearch.'ScarchResultDetail?inquil type=Entity... 8 10 2017 RJ: cl./Itk. ra,le or WILLIAMSON, STEVE 432 COUNTY ROAD 3591: ADA, OK 74820 Annual Recorts No Ann ua; Reports Filed Document Inlarles arac;e trrat hrtp: ' sc..arch.sunbiz.or_r. inquiry CorporationSez.irch. SearchR,-_-sultD,2taiPinquir, t pe=Entit:,.... 8 II) 2017