HomeMy WebLinkAboutExhibitCity of Miami, Florida
Contract No. RFP No. 727382
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF MIAMI
AND
BMG MONEY, INC. (PROVIDER)
This Professional Services Agreement ("Agreement") is entered into this day of
, 2018 ("Effective Date"), 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, BMG Money, Inc., a corporation, qualified to do business in the State
of Florida whose principal address is 1221 Brickell Avenue, Suite 1170, Miami, Florida 33131,
hereinafter referred to as the ("Provider").
RECITAL
WHEREAS, the City issued a Request for Proposals No. 727382 on October 26, 2017
("the RFP"), attached hereto, incorporated hereby as Exhibit "A", for the provision of an Employee
Voluntary Loan Program (Services), as more fully set forth in the Scope of Work ("Scope")
attached hereto as Exhibit "B" for the City's Risk Management Department. The Scope as
described herein, and Provider's proposal ("Proposal") is attached hereto, incorporated hereby,
and made part of hereof as Exhibit "C". In response to said Proposal, Provider has been selected
as the most qualified Proposer for the provision of the Services. The RFP and the Proposal are
sometimes referred to herein, collectively, as the Solicitation Documents, and are by this
reference incorporated into and made a part of this Agreement; and
WHEREAS, this Professional Services Agreement ("Agreement") was included in the RFP
with a statement that it would require execution by the Successful Proposer selected as the
Provider; and
Employee Voluntary Loan Program 1
Rev. 1 /29/ 18
WHEREAS, the Evaluation/Selection Committee appointed by the City Manager
determined that the Proposal submitted by the Provider was responsive to the RFP requirements
and recommended that the City Manager negotiate a contract with the Provider; and
WHEREAS, the City wishes to engage the Services of the Provider, and the Provider
wishes to perform the Services for the City; and
WHEREAS, the City and the Provider desire to enter into this Agreement under the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
TERMS
1. RECITALS AND INCORPORATIONS' DEFINITIONS:
A. The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The City's Request for Proposals ("RFP") is hereby incorporated into and made a
part of this Agreement and attached hereto as Exhibit "A." The Scope of Services is hereby
incorporated into and made a part of this Agreement and attached as Exhibit "B." The Provider's
Response and Pricing Proposal dated, November 20, 2017, in response to RFP 727382, is hereby
incorporated into and made a part of this Agreement as attached Exhibit "C." The Provider's
Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached
Exhibit "D. The order of precedence whenever there is conflicting or inconsistent language
between documents is as follows: (1) Professional Services Agreement, including Scope of
Services and Price Schedules, all Exhibits, (2) any other relevant agreements expressly
referenced and attached as Exhibits the Agreement (such as an Agreement between the City,.
and the Provider); (3) RFP No. 727382 and any associated addenda and attachments thereof;
and (4) Provider's response to the RFP dated November 20, 2017, acknowledging scope of
services and pricing component of services and, response to the Request for Proposals.
2. TERM:
The Agreement shall become effective on the date on the first page of this Agreement,
and shall be for an initial term of three (3) years. The City Manager shall have the option to
administratively extend the Agreement as is needed in the opinion of the City Manager for a period
of one hundred and twenty (120) days, and/or the option to renew the Agreement as provided in
Section 3, or to terminate the Agreement for convenience, that is, for any or no cause, as provided
in Section 14, City's Termination Rights.
3. OPTION TO RENEW:
The City Manager shall have two (2) option(s) to renew the term hereof fora period of one
(1) year each, subject to availability and appropriation of funds. City Commission approval shall
not be required for the above stated renewal terms. The total term of the Agreement inclusive of
all renewals would be five (5) years.
4. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described, and under the
special terms and conditions set forth in Exhibits "A" and "B" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all qualifications,
licenses, certificates, degrees, authorizations, and expertise required for the performance of the
Services under this Agreement, 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 or presently in default of any contract it has with the City, or in presently
in default of any contract with the State of Florida or any political subdivision of the State, or of
any contract with a Public School Board or Special District of the State of Florida (collectively
"Florida Public Agencies") nor has it been debarred or suspended under applicable laws and
regulations by any of the foregoing Florida Public Agencies ; (iii) all personnel assigned to
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perform the Services are and shall be, at all times during the term hereof, fully qualified and trained
to perform the tasks assigned to each; (iv) the Services will be performed in the manner described
in Exhibit "A"; and (v) each person executing this Agreement on behalf of Provider has been duly
authorized to so execute the same and fully bind Provider as a party to this Agreement.
C. Provider shall at all times provide fully qualified, competent and physically capable
employees to perform the Services under this Agreement. Provider shall possess and maintain
any required licenses, permits, degrees, and certifications to perform the Services under this
Agreement. City may require Provider to remove any employee the City deems careless,
incompetent, insubordinate, or otherwise objectionable and whose continued services under this
Agreement is not in the best interest of the City.
5. COMPENSATION:
A. The amount of $0.00 in compensation shall be payable by the City to Provider.
The Provider warrants that it has reviewed the City's requirements and has asked such questions
and conducted such other inquiries as the Provider deemed necessary in order to determine the
price of Services. The City will not directly compensate the Provider for any Work or Services
performed under this Agreement, including all costs associated with such Work and Services.
There shall be no compensation, fee, charge, cost, or expenditure of any kind to the City arising
or connected to this Agreement. Such Services will be compensated with the earnings earned
from the loans as referenced in Appendix B, Scope of Services, which by this reference is
incorporated into this Agreement.
B. All changes and/or modifications to this Agreement shall be approved in advance
and in writing by the Office of the City Attorney as to legal form and correctness, and executed in
writing by the City and the Provider.
G. Interest Rate shall remain firm and fixed for the term of the Agreement, including
any renewal or extension periods; however, the Provider may offer incentive discounts to the City
at any time during the term of Agreement, including any renewals or extensions thereof.
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H. AlltoLit of the benefits and terms granted by Provider herein are at least as
favorable as the benefits and terms granted by Provider to any previous State, City, municipality
for the Services described in this Agreement. Should Provider enter into any subsequent
agreement with any other State, City, municipality, which provides for benefits or terms more
favorable than those contained in this Agreement, then this Agreement shall be deemed to be
modified to provide the City with those more favorable benefits and terms. Provider shall notify
the City promptly of the existence of such more favorable benefits and terms and the City shall
have the right to receive the more favorable benefits and terms immediately. If requested in writing
by the City, Provider shall amend this Agreement to contain the more favorable terms and
conditions.
6. OWNERSHIP OF DOCUMENTS:
Provider understands and agrees that any information, document, report or any other
material whatsoever which is given by the City to Provider, its employees, or any Subcontractor,
or which is otherwise obtained or prepared by Provider solely and exclusively for the City,
and not already established in the public domain at the time obtained, pursuant to or
under the terms of this Agreement, is and shall always remain the property of the City. Provider
agrees not to use any information, document, report, or material produced exclusively for the City
for any other purpose whatsoever without the written consent of City Manager, which may be
withheld or conditioned by the City Manager in his/her sole discretion. Provider is
permitted to make and to maintain duplicate copies of the files, records, documents, etc., if
Provider determines copies of such records are necessary after 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 all work product provided by the Provider to the City,
including without limitation, documents reports, and data which result upon the completion of the
work and Services under this Agreement as per the terms of this Section. The Provider will retain
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ownership solely of pre-existing original boilerplate documents not produced exclusively for the
City.
7. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and/or records of Provider which are directly
pertinent to this Agreement, for audit, examination, excerpts, and transcripts. The City may, at
reasonable times, and for a period of up to three (3) years following the date of final payment by
the City to Provider under this Agreement, audit and inspect, or cause to be audited and
inspected, those books, documents, papers, and records of Provider which are related to
Provider's performance under this Agreement. Provider agrees to maintain 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. All
audits shall be subject to and made in accordance with the provisions of Section 18-102 and all
inspections made in accordance with the provisions of Section 18-101 the Code of the City of
Miami, Florida, as same may be amended or supplemented from time to time, which are deemed
as being incorporated by reference herein. Provider's failure to adhere to, or refusal to comply
with, this condition shall result in the immediate cancellation of this Agreement by the City.
Notwithstanding, the foregoing shall not relate to Provider's internal work papers and
communications, proprietary information, source code or other software and related
specifications.
B. The City may, at reasonable times during the term hereof, inspect Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make
available to the City all reasonable facilities and assistance to facilitate the performance of tests
or inspections by City representatives. All tests and inspections shall be subject to, and made in
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accordance with, the provisions of Section 18-100 a and 18-101 of the Code of the City of Miami,
Florida, as same may be amended or supplemented, from time to time, with Provider's consent
which shall be freely given and not withheld, refused or delayed.
8. AWARD OF AGREEMENT:
Provider represents and warrants to the City that it has not employed or retained any
person or company employed by the City to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person (other than Provider's employees) any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with,
the award of this Agreement.
9. PUBLIC RECORDS:
A. The Services provided hereunder and as more fully described in the Exhibits
attached hereto are advisory and consulting in nature, and as such, Provider is not acting on
behalf of a public agency (as defined in Section 119.0701(1)(a) and Section 119.011(2), Florida
Statutes). The City is not subcontracting any services hereunder to Provider that the City would
otherwise, ordinarily or necessarily perform. The City is not delegating any statutorily authorized
function, any operation of a public obligation or the performance of any public purpose from itself
to Provider under this Agreement.
B. The City is a public agency subject to Chapter 119, Florida Statutes. To the extent,
and only to the extent, required by law, Provider shall comply with Section 119.0701, Florida
Statutes, as same may be amended or supplemented, from time to time with Provider's consent
and amendment hereto, as may be applicable. To the extent required by law, Provider shall: (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
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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, Provider 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 Provider determine to dispute any public access provision required by
Florida Statutes, then Provider shall do so at its own expense and at no cost to the City.
D. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE DIVISION OF PUBLIC
RECORDS AT (305) 416-1800, VIA EMAIL AT PublicRecords[c miamigov.com, OR
REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2nd Avenue,
9th FL, Miami, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS
CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
CONTRACT.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Provider understands that agreements with local governments are subject to certain laws,
codes, ordinances, rules and regulations as they may be amended from time to time, including,
without limitation, laws pertaining to Fair Credit Reporting Act, consumer protection, laws
pertaining to public records, conflict of interest, ethics, record keeping, etc. City and Provider
agrees to comply with and observe all applicable laws, codes and ordinances as they may be
amended from time to time.
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11. INDEMNIFICATION:
Provider shall indemnify, hold and save harmless, and defend (at its own cost and
expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages,
losses, judgements, and costs, including, but not limited to, reasonable attorneys fees, to the
extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful
misconduct of Provider and persons employed or utilized by Provider in the performance of this
Contract. Provider shall further, hold the City, its officials and employees, indemnify, save and
hold harmless for, and defend (at its own cost), the City its officials and/or 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. In the event
that any action or proceeding is brought against the City by reason of any such claim or demand,
the Provider shall, upon written notice from the City, resist and defend such action or proceeding
by counsel satisfactory to the City. The Provider expressly understands and agrees that any
insurance protection required by this Contract or otherwise provided by the Provider 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 the Provider to defend, at its
own expense, to and through trial, administrative, appellate, supplemental or bankruptcy
proceeding, or to provide for such defense, at the City's option, any and all claims of liability and
all suits and actions of every name and description which may be brought against the City,
whether performed by the Provider, or persons employed or utilized by Provider.
These duties will survive the cancellation or expiration of the Contract. This
Section will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of Section 725.08, Florida Statutes, as applicable
and as amended.
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Provider shall require all sub -consultant agreements to include a provision that each sub -
consultant will indemnify the City in substantially the same language as this Section. The Provider
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 Provider in which the City participated either
through review or concurrence of the Provider's actions. In reviewing, approving or rejecting any
submissions by the Provider or other acts of the Provider, the City, in no way, assumes or shares
any responsibility or liability of the Provider or sub -consultant under this Contract.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and
independent consideration for the granting of this Indemnification, the receipt and sufficiency of
which is voluntarily and knowingly acknowledged by the Provider.
12. DEFAULT:
If Provider fails to comply with any term or condition of this Agreement, including, without
limitation, failing to carry the required insurance coverage, or fails to perform any of its obligations
hereunder, and fails to cure such default after reasonable notice from the City, then Provider shall
be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies
available to it by law, may immediately, upon written notice to Provider, terminate this Agreement
whereupon all payments, advances, or other compensation paid by the City to Provider while
Provider was in default shall be immediately returned to the City.
Provider understands and agrees that termination of this Agreement under this section
shall not release Provider from any obligation accruing prior to the effective date of termination.
Should Provider be unable or unwilling to commence to perform the Services within the time
provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the
City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well
as all costs and expenses incurred by the City in the procurement of the Services, including
consequential and incidental damages.
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13. RESOLUTION OF CONTRACT DISPUTES:
Provider understands and agrees that all disputes between Provider and the City based
upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City
Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection
therewith. In the event that the amount of compensation hereunder exceeds $25,000, the City
Manager's decision shall be approved or disapproved by the City Commission. Provider shall not
be entitled to seek judicial or arbitration relief unless: (i) it has first received City Manager's written
decision, approved by the City Commission if the amount of compensation hereunder exceeds
$25,000, or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a
detailed statement of the dispute, accompanied by all supporting documentation (90 days if City
Manager's decision is subject to City Commission approval); or (iii) City has waived compliance
with the procedure set forth in this section by written instruments, signed by the City Manager.
The adherence to this Section is a condition precedent to the institution of any civil action by the
Provider against the City.
14. CITY'S TERMINATION RIGHTS:
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
Provider at least five (5) business days prior to the effective date of such termination. In such
event, the City shall pay to Provider payments for Services rendered prior to the effective date of
termination. In no event shall the City be liable to Provider for any additional compensation and
expenses incurred, other than that provided herein, or for any consequential or incidental
damages. The Provider 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, acting by and through its City Manager, shall have the right to terminate
this Agreement, without notice to Provider, in its sole discretion, and without penalty, upon the
occurrence of an event of default/breach hereunder, as described herein, and failure to cure the
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same within thirty (30) days after written notice of default. In such event, the City shall not be
obligated to pay any amounts to Provider for Services rendered by Provider after the date of the
termination, but the City shall remain responsible for any payments that have become due and
owing as of the effective date of termination.
C. The City shall pay to the Provider all compensation and expenses that have
become due and owing at the time of termination prior to the release of any deliverables, reports,
or data files.
15. INSURANCE:
A. Provider shall, always during the term hereof, maintain insurance coverage and
limits of insurance 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. Notwithstanding the Insurance Requirements of Section 2.10 of the REP, the
coverage limits and terms indicated in the Insurance Certificate in Exhibit "D" are acceptable to
the City for the term of the Agreement, including renewals and extensions. The City RFP number
and title of the RFP must appear on each certificate of insurance. The Provider shall add the City
of Miami as an additional insured to its commercial insurance policies. Provider shall update any
insurance certificates upon renewal 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 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 Provider shall at
any time upon request file duplicate copies of the policies of such insurance with the City.
B. If, in the judgment of the City, prevailing conditions warrant the provision by
Provider of additional liability insurance coverage or coverage which is different in kind, the City
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reserves the right to require the provision by Provider of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in requirements
thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider
fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the
City's written notice, this Contract shall be considered terminated on the date that the required
change in policy coverage would otherwise take effect.
C. Provider understands and agrees that insurance for each employee of Provider
and each Subcontractor providing Services related to this Agreement shall be maintained in good
standing and approved by the City Risk Management Administrator throughout the duration of
this Agreement.
D. Provider shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement, including
any extensions hereof. If insurance certificates are scheduled to expire during the term of this
Agreement and any extension hereof, Provider shall be responsible for submitting new or
renewed insurance certificates to the City's Risk Management Administrator 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 Provider in conjunction with the violation of the terms and
conditions of this Agreement.
E. Compliance with the foregoing requirements shall not relieve Provider of its
liabilities and obligations under this Agreement.
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16. NONDISCRIMINATION:
Provider represents and warrants to the City that Provider does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Provider's
performance under this Agreement on account of race, color, sex, religion, age, handicap, marital
status or national origin. Provider further covenants that no otherwise qualified individual shall,
solely because of his/her race, color, sex, religion, age, handicap, marital status or national origin,
be excluded from participation in, be denied services, or be subject to discrimination under any
provision of this Agreement.
17. ASSIGNMENT:
The Provider's services are considered unique in nature and highly specialized. This
Agreement shall not be assigned, sold, transferred, pledged, encumbered, hypothecated, or
otherwise conveyed by the Provider, in whole or in part, and Provider shall not assign any part of
its operations, without the prior written consent of the City Manager, which may be withheld,
denied, or conditioned, in the City's sole discretion through the City Manager. .
18. NOTICES:
All notices or other communications required under this Agreement shall be in writing and
shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party
may designate by notice given as herein provided. Notice shall be deemed given on the day on
which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier
TO PROVIDER: TO THE CITY:
Thomas C. McCormick, Esq.
Chief Growth Officer
BMG Money, Inc.
1221 Brickell Avenue
Suite 1170
Miami, Florida 33131
Emilio T. Gonzalez, Ph.D.
City Manager
3500 Pan American Drive
Miami, Florida 33133
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Victoria Mendez
City Attorney
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Ann -Marie Sharpe
Risk Management Director
City of Miami
444 SW 2nd Avenue, 9th Floor
Miami, Florida 33130
Annie Perez, CPPO
Procurement Director
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
19. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted
by motion or pleading, that these courts are an improper or inconvenient venue. Moreover, the
parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive
any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial or to file
permissive counterclaims in actions between them arising out of the Agreement. .
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
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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 same shall be deemed severable, and in
either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with ail applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for professional service Providers.
F. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, amend, or modify this
Agreement on behalf of the City.
G. City will make reasonable effort to obtain and transfer, in electronic form, to
Provider that available information, data and documents needed for Provider's Services. The City
agrees that all information, documents and data Providers requests for the requested services
will be made available and transmitted in electronic form, that all such information, documents
and data provided will be complete and accurate, that Provider will have the full cooperation of
the City personnel, vendors and retirement systems, that the City will issue a representation letter
from management concerning these matters, and that Provider may rely upon such information.
H. Any Governmental, not -for -profit or quasi -governmental entity in the State of
Florida, may avail itself of this contract and purchase all identical goods/services, specified herein
from the successful bidder(s)/proposer(s) at the contract price(s) and timeframe established
herein, when permissible by federal, state, and local laws, rules, and regulations.
20. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
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21. INDEPENDENT PROVIDER:
Provider has been procured and is being engaged to provide services to the City as an
independent Provider, and not as an agent or employee of the City. Accordingly, Provider shall
not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances
of the City, nor any rights generally afforded classified or unclassified employees. Provider further
understands that Florida Workers' Compensation benefits available to employees of the City are
not available to Provider, its employees, or any Subcontractor hired by Provider to provide any
Services hereunder, and Provider agrees to provide workers' compensation insurance for any
employee or agent of Provider rendering services to the City under this Agreement, or to require
Subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee
or agent of Provider rendering Services to the City under this Agreement. Provider further
understands and agrees that Provider's or Subcontractors' use or entry upon City properties shall
not in any way change its or their status as an independent Provider.
The Provider does not have the power or authority to bind the City in any promise,
agreement, or representation other than specifically provided for in this Agreement.
22. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and continued
authorization for program activities and the Agreement is subject to amendment or termination
due to lack of allocated and available funds, reduction or discontinuance of funds or change in
laws, codes, rules, policies, program requirements, or regulations, upon thirty (30) days written
notice to the Provider.
23. REAFFIRMATION OF REPRESENTATIONS:
Provider hereby reaffirms all the representations contained in the Solicitation Documents.
24. CITY NOT LIABLE FOR DELAYS:
Provider hereby understands and agrees that in no event shall the City be liable for, or
responsible to Provider or any Subcontractor, or to any other person, firm, or entity for or
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because of any stoppages or delay(s) in work herein provided for, or any damages whatsoever
related thereto, because of any injunction or other legal or equitable proceedings or on account
of any delays) for any cause over which the City has no control.
25. CONFIDENTIALITY
A. All Developed Works and other materials, data, transactions of all forms, financial
information, documentation, and methods obtained from the City in connection with the Services
performed under this Agreement, made or developed by the Provider or its Subcontractors in the
course of the performance of such Services, or the results of such Services, or which the City
holds the proprietary rights, constitute confidential information and may not, without the prior
written consent of the City, be used by the Provider or its employees, agents, or Subcontractors
for any purpose other than for the benefit of the City, unless required by law. In addition to the
foregoing, all City employee information and City financial information shall be considered
confidential information and shall be subject to all the requirements stated herein. Neither the
Provider nor its employees, agents, or Subcontractors may sell, transfer, publish, disclose,
display, license or otherwise make available to others any part of such confidential information
without the prior written consent of the City. Additionally, the Provider expressly agrees to be
bound by and to defend, indemnify and hold harmless the City, and their officers and employees
from the breach of any federal, state or local law in regard to the privacy of individuals.
B. The Provider shall advise each of its employees, agents, and Subcontractors who may
be exposed to such confidential information of their obligation to keep such information
confidential and shall promptly advise the City in writing if it learns of any unauthorized use or
disclosure of the confidential information by any of its employees or agents, or Subcontractor's or
supplier's employees, present or former. In addition, the Provider agrees to cooperate fully and
provide any assistance necessary to ensure the confidentiality of the confidential information.
C. It is understood and agreed that in the event of a breach of this Article damages may
not be an adequate remedy and the City shall be entitled to injunctive relief to restrain any such
18
breach or threatened breach. Unless otherwise requested by the City, upon the completion of
the Services performed hereunder, the Provider shall immediately turn over to the City all such
confidential information existing in tangible form, and no copies thereof shall be retained by the
Provider or its employees, agents, Subcontractors or suppliers without the prior written consent
of the City. A certificate evidencing compliance with this provision and signed by an officer of the
Provider shall accompany such materials.
26. USE OF NAME:
Provider understands and agrees that the City is not engaged in research for advertising,
sales promotion, or other publicity purposes. Provider is allowed, within the limited scope of
normal and customary marketing and promotion of its work, to use the general results of this
project and the name of the City. The Provider agrees to protect any confidential information
provided by the City and will not release information of a specific nature without prior written
consent of the City Manager or the City Commission.
27. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, Provider hereby certifies to the City that no individual member of Provider, no
employee, and no Subcontractor under this Agreement or any immediate family member of any
of the same is also a member of any board, commission, or agency of the City. Provider hereby
represents and warrants to the City that throughout the term of this Agreement, Provider, its
employees, and its Subcontractors will abide by this prohibition of the City Code.
28. NO THIRD -PARTY BENEFICIARY:
There are no express or implied third party beneficiaries to this Agreement. No persons
other than the Provider and the City (and their authorized and approved successors and assigns,
if any) shall have any rights whatsoever under this Agreement.
29. BANKRUPTCY:
The City reserves the right to terminate this Agreement, if, during the term of any contract
19
the Provider has with the City, the Provider becomes involved as a debtor in a bankruptcy
proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if
a trustee or receiver is appointed over all or a substantial portion of the property of the Provider
under federal bankruptcy law or any state insolvency law.
30. 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 and cancellation hereof. Accordingly, the respective obligations of the Provider
and the City under this Agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive such termination, cancellation or expiration hereof.
31. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:
Provider hereby certifies, represents and warrants to the City that on the date of Provider's
execution of this Agreement, and so long as this Agreement shall remain in full force and effect,
the wage rates and other factual unit costs supporting the compensation to Provider under this
Agreement are and will continue to be accurate, complete, and current. Provider understands,
agrees and acknowledges that the City shall adjust the amount of the compensation and any
additions thereto to exclude any significant sums by which the City determines the contract price
of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage
rates and other factual unit costs. All such contract adjustments shall be made within one (1) year
of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the
provisions hereof.
32. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute one and the same
agreement.
20
33. USE OF NAME: Provider understands and agrees that the City is not engaged in
advertising, sales promotion, or other publicity purposes related to this Agreement. The Provider
is an independent contractor not related or affiliated with the City. No advertising, sales
promotion, or other publicity materials containing information obtained in connection with the RFP
or Agreement are to be mentioned by provider or its employees providing Services related to this
Agreement, or imply the name, municipal palm tree logo, likeness or other symbol of the City,
without prior express written permission of the City Commission.
34. 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.
35. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable
21
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd B. Hannon, City Clerk Dr. Emilio T. Gonzalez, Ph.D., City Manager
ATTEST:
Print Name: rM Mif.2.P
Title: /-1 • 6
•
(G
•
-Af lA E. JOHN3ON
tate of Florida -Notary Public
Commission # GG 155608
My Commission Expires
October 29, 2021
"Provider"
BMG MONEY, INC., a corporation
I
By:
(President or Authorized Corporate Officer)
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS:
Victoria Mendez
City Attorney
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
77
CORPORATE RESOLUTION
WHEREAS. t »AG_ L C .
("Provider") wishes to enter
into a Professional Services Agreement ("Agreement") with the City of Miami ("City");
WHEREAS, the Board of Directors, at a duly held meeting of the Provider has considered
the matter in accordance with the By -Laws of the Corporation;
NOW, THEREFORE. BE IT RESOLVED BY THE BOARD OF DIRECTORS that this
corporation is authorized to enter into the Agreement with the City, and the President and the
Secretary are hereby authorized and directed to execute the Agreement in the name of this
Corporation and to execute any other document and perform any acts in connection therewith as
may be required to accomplish its purpose.
IN WITNESS WHEREOF, this ,1-7+. day of F-134ke , 2018.
eN.1c
("Provider)
D (State) Corporation
e
By: 1 (sign)
Print Nam 2, z } c "Tiv•-1' -'
TITLE:
(sign)
Print Name: &,- 2,4t
Corporate Secretary
EXHIBIT A
REP No. 727382
24
EXHIBIT B
SCOPE OF WORK
Provide employee voluntary loan program, as provided per specifications.
City of Miami, Florida Contract No. RFP 727382
EXHIBIT B
SCOPE OF SERVICES
1. BACKGROUND
As an employer, the City of Miami ("City") provides an array of benefit plans and programs to its
employees, in order to contribute in facilitating solutions for any obstacles they may encounter in
their everyday lives. The City has contracted with BMG Money, Inc. ("Provider") to provide and
administer a voluntary loan program ("Program") to assist City employees who may be living
paycheck to paycheck, who may not have access to the cash, loans, or other traditional credit
options. These unsecured micro finance loans would assist such employees who may have
experienced unexpected or emergency expenses, increased health care costs, or need funding
for major home appliances, and/or electronics enabling payment for the same via payroll
deductions.
2. PROGRAM REQUIREMENTS
Scope includes, but is not limited to, the furnishing of all labor, materials, equipment, services,
and incidentals for providing the Program for City employees.
Following are the requirements of the Program:
1) The Program shall provide for easy access to loans of up to $5,000.00 via a fast and
convenient online application and approval process;
2) The Program shah provide qualification for this Program that is simple with no credit check
or need for a bank account required;
3) The employee applicant will only need proof of one (1) year of employment with the City;
4) The Provider shall provide mandatory financial education providing debt management,
instruction on responsible borrowing, and financial literacy community outreach;
5) Repayment of the loan shall be through installments, which shall be available anywhere
from six (6) to twenty-four (24) months in duration, and shall be automatically deducted
from each of the employee applicant's paychecks, until such time as when the loan is
completely paid off;
6) The Provider shall provide annual statements to employees regarding interest paid
annually, at no cost to the employee;
7) The Program is strictly available to employees only; therefore, an employee's co-signing
of a loan intended for a non -employee is prohibited;
8) Loan payments shall be fixed and based on the actual loan amount, the applicable
reasonable annual percentage rate (APR), and the term of the loan;
9) Provider shall guarantee unsecured, simple interest loans to employees upon verification
of employment, which will not exceed twenty percent (20%) of the employee applicant's
paycheck.
3. PROGRAM LIABILITIES
The City will.
1) Bear absolutely no liability, risk, or incremental cost (administrative or otherwise) from the
Program's implementation and operation;
Employee Voluntary Loan Program 1
City of Miami, Florida Contract No. RFP 727382
2) NOT be a guarantor or secondarily liable in any manner for the repayment of these loans
and responsibility for the same shall be strictly and solely the employee applicant's and
the Provider's.
The Provider shall:
1) Assume any and all liability associated with said loans, inclusive of loans pertaining to
employee applicants no longer under the City's employment, whether due to resignation,
termination, or otherwise;
2) Provide the most favored nation price protection for the City.
3) Be responsible for all components such as ACHlwire transfers, at no cost to City;
4) Be responsible for the performance of any and all marketing and fulfillment and shall
provide an easy -to -administer Program;
5) Work with the City's designated department concerning the preparation of any and all
marketing materials and shall present the same for said department's approval prior to
any launch, messaging or distribution to the City's employees.
Note: Ernoloyee's information cannot be sold or used for advertising, sales promotion, or
other publicity purposes.
Employee Voluntary Loan Program 2
EXHIBIT C
PROPOSAL AND COMPENSATION
26
City of Miami, Florida Contract No. RFQ 727382
LOAN PAYBACK INFORMATION
Note: Amounts shown for sample loan amounts, by term of loan, and are approximate
and may vary slightly due to actual loan execution date, planned pay dates failing � n
holidays, etc.
Term of Loan
Annual Interest Rate
6 months
23.99%
All Fees
$0
(A) (8) _ (C)
Loan Amount
Total Fees
Total Interest
Total Cost
Approx. Payroll
Deduction Amount
(13 Bi-Weekly Payments)
$500
$0
$ 32.89
$ 32.89
$ 40.99
$1,000
$0
$ 65,77
$ 65.77
$ 81.98
$2,500
50
$ 164.44
$ 164.44
$ 204.96
$5,000
$0
$ 328.87
$ 328.87
$ 409.91
Term of Loan
12 months
Annual Interest Rate
All Fees
23.99%
$o
(A} + (B) = (C).
Loan Amount
Total Fees
Total Interest
Total Cost
Approx. Payroll
Deduction Amount
(26 Bi-Weekly Payments)
$500
$0
$ 64.66
$ 64,66
$ 21.72
$1,000
$0
$ 129.33
$ 129.33
$ 43.44
$2,500
$0
$ 323.31
$ 323.31
$ 108.59
$5,000
$0
$ 646.63
$ 646.63
$ 217.18
City of Miami, Honda
Contract No. RFQ 727382
Term of Loan
18 months
Annual Interest Rate
23.99%
All Fees
$o
(A) + (6) = (Cj
Loan Amount
Total Fees
Total Interest
Total Cost
Approx. Payroll
Deduction Amount
(39 Bi-Weekly Payments)
$500
$0
S 97.63
$ 97.63
S 15.32
$1,000
SO
5 195.25
$ 195.25
$ 30.65
$2,500
SO
5 488.13
$ 433.13
5 76,62
$5,000
50
S 976.25
$ 976.25
S 153.24
Term of Loan
Annual Interest Rate
All Fees
24 months
23.99%
$0
(AI + ( B ) = (C)
Loan Amount
Total Fees
Total Interest
Total Cost
Approx. Payroll
Deduction Amount
(52 Bi-Weekly Payments)
$500
$0
$ 131.77
$ 131.77
5 12.15
$1,000
$0
$ 263.53
$ 263.53
5 24.30
$2,500
50
$ 658.83
$ 658.83
S 60.75
$5,000
50
$ 1,317.65
$ 1,317.65
$ 121.49