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HomeMy WebLinkAboutExhibitANNIE PEREZ, CPPO EMILIO T. GONZALEZ, PH.D. Chief Procurement Officer City Manager CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO CONTRACT NO. 12067-585 BETWEEN THE CITY OF FORT LAUDERDALE, FL AND RISK MANAGEMENT ASSOCIATES, INC. D/B/A PUBLIC RISK INSURANCE AGENCY The City of Miami ("City") is accessing the above mentioned Agreement of the City of Fort Lauderdale, FL, ("Ft. Lauderdale") to procure property and casualty insurance brokerage and consulting services for the Risk Management Department ("Risk"). That certain Agreement titled "Property & Casualty Insurance Brokerage & Consulting Services" between the Ft. Lauderdale, and Risk Management Associates, Inc. doing business as Public Risk Insurance Agency ("PRIA"), made and entered effective as of March 29, 2018 is attached hereto and is incorporated by reference herein. This supplement is to the Agreement between Ft. Lauderdale and PRIA ("the Agreement") and includes applicable City of Miami legal requirements. The term of the Agreement is from December 20, 2017 to December 19, 2018 with three (3) one-year renewals, extending the contract to December 19, 2021. The Agreement is attached hereto as Exhibit A and made a part hereof. The effective date of access by the City of Miami is , 2019. a) All references to "the City of Fort Lauderdale" or "City", shall be deleted and replaced with "the City of Miami", or "the City", as applicable. b) PRIA's Responsibilities: A. PRIA has agreed to provide the services as further described in the Agreement, as indicated in Exhibit A, Request for Proposals as attached. B. PRIA will provide services to the City in an amount equal to the costs identified in the Contract. C. PRIA's responsibilities will commence on the effective date of this Agreement. c) Section IV, Subsection A of the Agreement, titled "Indemnification" is hereby deleted in its entirety and replaced with the following language: PRIA 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 attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of PRIA and persons employed or utilized by PRIA in the performance of this Contract. PRIA shall further, hold the City, its officials and employees harmless, indemnify, save, covenant not to sue, 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, PRIA shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. PRIA expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by PRIA 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 PRIA 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 PRIA, or persons employed or utilized by PRIA. 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 Sections 725.06 and/or 725.08, Florida Statutes, as may be applicable and as amended. PRIA shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. PRIA 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 PRIA in which the City participated either through review or concurrence of Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of Consultant, the City, in no way, assumes or shares any responsibility or liability of Consultant or any sub -contractor 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 PRIA. d) Section IV, Subsection F of the Agreement, titled "Insurance" is hereby deleted in its entirety and replaced with the following language: PRIA shall provide and maintain in force at all times during the Agreement with the City, such insurance, including Workers' Compensation and Employer's Liability Insurance, Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by PRIA. A. Commercial General Liability insurance with limits of no less than $1,000,000.00 per occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, including death, and property damage. The certificate of insurance shall insure exposures arising out of premises and operations, products and completed operations, personal injury and advertising liability. This insurance shall list the City of Miami as an additional insured. B. Business Auto Liability protecting against bodily injury and property damage arising out of operation, maintenance or use of any auto, including owned, non -owned and hired automobiles exposures, with limits of not less than $1,000,000 per accident. The City shall appear listed as an additional insured on this coverage. Page 2 C. Workers' Compensation subject to Statutory limits for the State of Florida. D. Employers' Liability with limits of no less than $1,000,000 for bodily injury caused by accident, for each accident; $1,000,000 for bodily injury caused by disease for each employee; $1,000,000 for bodily injury caused by disease, policy limit. E. Professional Liability / Errors and Omissions Coverage with limits of no less than $20,000,000 each claim; $20,000,000 general aggregate. F. Umbrella Liability with limits of no less than $10,000,000 each. occurrence; $1-0,000,000 policy aggregate; Excess Follow Form over all applicable liability policies. The City of Miami shall appear as additional insured on this coverage. A Certificate of Insurance acceptable to the City shall be provided listing the above coverages and providing 30 days prior written notice to the City in the case of cancellation. The City shall be named as an additional insured on all liabilities, except professional liability and workers' compensation coverage. A copy of the certificate shall be mailed to the City's Risk Management Department at the time PRIA executes this Agreement. e) Section IV, Subsection J of the Agreement, titled "Audit Rights and Retention of Records", and Subsection BB, titled "Public Records" are hereby deleted in their entirety and replaced with the following language: PRIA hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and PRIA agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. PRIA's failure or refusal to comply with the provisions of this section shall result in immediate termination of PRIA by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, PRIA must comply with the Florida Public Records Laws, specifically PRIA: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of PRIA upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. Page 3 The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being incorporated by reference herein and additionally apply to this Agreement. Should PRIA determine to dispute any public access provision required by Florida Statutes, then PRIA shall do so at its own expense and at no cost to the City. IF PRIA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PRIA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE_CITY ATTORNEY,- 444 SW 2"_° AVENUE, 9THFLOOR, --MIAMI,- FL_ 33130.-PRIA MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. f) Section IV, Subsection 0 of the Agreement titled "Conflicts", is hereby deleted in its entirety and replaced with the following language: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, PRIA hereby certifies to the City that no individual member of PRIA, no employee, and no subcontractors 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. PRIA hereby represents and warrants to the City that throughout the term of this Agreement, PRIA, its employees, and its subcontractors will abide by this prohibition of the City Code. g) Section IV, Subsection U of the Agreement, titled "Jurisdiction, Venue, Waiver of Jury Trial", is hereby deleted in its entirety and replaced with the following language: This Agreement with the City of Miami will be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings between PRIA and the City of Miami will be in a court of competent jurisdiction located in Miami - Dade County, Florida. Each party shall bear their own respective attorney's fees. h) Section IV, Subsection Z of the Agreement, titled "Uncontrollable Circumstances ("Force Majeure"), is hereby deleted in its entirety and replaced with the following language: 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 Tess 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. Page 4 I) Section IV, Subsection CC of the Agreement, titled "Notices", is hereby added with the following language: J) All notices or other communications required under this Contract shall be in writing and shall be given by hand -delivery of by registered or certified US Mail, return receipt requested, address to the other party at the address indicated herein or to such other address as a party my 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 THE CITY: Emilio T. Gonzalez, PhD. City Manager 3500 Pan American Drive Miami, Florida 33133 TO PRIA: Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Risk Management Associates, Inc. d/b/a Public Risk Insurance Agency 220 S. Ridgewood Avenue, Suite 210 Daytona Beach, FL 32114 Attn.: Matthew Montgomery, Executive Vice President Section IV, Subsection DD of the Agreement titled "No Third Party Beneficiary", is hereby added with the following language: No persons other than PRIA and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. Page 5 IN WITNESS WHEREOF, the parties hereto have caused this instrument .to be executed by their respective officials thereunto duly authorized. RISK MANAGEMENT ASSOCIATES, INC., A Florida Corporation, D/B/A PUBLIC RISK INSURANCE AGENCY CITY OF MIAMI, a municipal corporation: BY: BY: Emilio _T...Gonzalez, -P_h_D.., City. Manager DATE: DATE: ATTEST: Corporate Secretary/Notary Public ATTEST: Corporate Seal/Notary Seal Todd Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Page 6