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DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami. Florida And CONSULTANT This Professional Services Agreement ("Agreement") is entered into this day of , 2023 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2ndAvenue, 10thFloor, Miami, Florida 33130 ("City"), and, AON Consulting, Inc., a foreign profit corporation qualified to do business in the State of Florida whose principal address is 200 E. Randolph Street, Chicago, IL 60601, hereinafter referred to as the ("Consultant"). RECITALS: WHEREAS, the City of Miami issued Request for Proposals No. 1294386, on January 3, 2022 (the "RFP" attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of leasing, property management, and construction management services ("Services" as more fully set forth in the scope of work "Scope" attached hereto as Exhibit B) for the City of Miami's Department of Risk Management ("Risk"), and Consultant's Response and Price Proposal ("Price 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 Committee appointed by the City Manager determined that the Proposal submitted by the Consultant was responsive to the RFP requirements, and recommended that the City Manager negotiate with the Consultant; and WHEREAS, the City wishes to engage the Services of Consultant, and Consultant wishes to perform the Services for the City; and 1 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 WHEREAS, the City and the Consultant desire to enter into this Agreement under the terms and conditions set forth herein; NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibit "B". The Consultant's Response and Price Schedule, dated May 9, 2022 in response to RFP 1294386, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Consultant's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "D". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA") (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4) Consultant's Response and Price Schedule, d ate d May 9, 2022 acknowledging Services and Scope of Work and pricing component of services and, response to the Request for Proposals. 2. MEM The Agreement shall become effective on the date on the first page and shall be for an initial term of three (3) years with an option to renew for two (2) additional one (1) year periods. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 2 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 3. SCOPE OF SERVICES: A. Consultant agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A" and "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Consultant represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida, and meet all requirements of section 468.385, et seq., Florida Statutes; (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 and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed ili the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Consultant has been duly authorized to so execute the same and fully bind Consultant as a party to this Agreement. C. Consultant shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Consultant shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Consultant to remove any employee the City deems careless, incompetent, insubordinate, intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. Consultant, as its sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "C", which by this reference is incorporated into and made a part of this Agreement. 3 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 B. Prices shall remain firm and fixed for the term of the Contract, including any renewal or extension periods. Consultant represents, warrants and guarantees to the City that Consultant shall completely, timely and properly perform the Work and all of its obligations under the Agreement, in accordance therewith, for the Contract Price agreed upon by the parties. This Contract Price shall constitute Guaranteed Maximum Cost to the Owner for performing the Work inclusive of labor, materials, equipment, supplies, and any allowable overhead and profit. The City shall (absent a prior Amendment with a justifiable compelling cause approved as an Amendment to this Agreement) have no liability or obligation to pay any amount in excess of the stated Contract Price and Consultant shall have no recourse in that respect except to seek an Amendment to the Agreement. All costs in excess of the Contract Price shall be paid solely by Consultant without reimbursement or additional compensation from the City. 5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Consultant, its employees, or any subconsultant, or which is otherwise obtained or prepared by Consultant solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Consultant agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Consultant is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Consultant determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws 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 5. 4 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 Notwithstanding the above, The City acknowledges that Consultant has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; benefit administration systems; and data, documentation, and proprietary information and processes ("Aon Information"). To the extent that Consultant utilizes any of its property, including, without limitation, the Aon Information, in connection with the performance of Services, such property shall remain the property of Consultant and, except for the limited license to use such Aon Information solely for Client's internal use in connection with the Deliverables, the City shall acquire no right or interest in such property. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Consultant agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Consultant which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Consultant under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Consultant which are related to Consultant's performance under this Agreement. Consultant agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Consultant's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. 5 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 B. The City may, at reasonable times during the term hereof, inspect the Consultant's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Consultant under this Agreement conform to the terms hereof. Consultant shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Consultant represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in 6 Employee Benefit Consulting Services DocuSign Envelope ID: OBD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 Chapter 119, Florida Statutes, 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 for the duration of the contract term and following completion of the Agreement if the Consultant does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service, if the Consultant transfers all public records to the City upon completion of the Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements forretaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Consultant 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 Consultant determine to dispute any public access provision required by Florida Statutes, then Consultant shall do so at its own expense and at no cost to the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9111 FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN ATTHE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 9. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: Consultant understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Consultant agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from time to time. Consultant further agrees to include in all of Consultant's agreements with subconsultants for any Services related to this Agreement this provision requiring subconsultants 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. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 10. INDEMNIFICATION/DUTY TO DEFEND: A. Consultant shall indemnify, defend and hold harmless the City, officials, officers or its employees ("Indemnitees") from and against all claims, liabilities, damages, losses, and costs including, but not limited to, reasonable attorneys' fees and costs collectively, "Losses"), arising out of, resulting from or incidental to Consultant's performance under this Agreement or to the extent caused by negligence, recklessness, or intentional wrongful conduct of Consultant or other persons employed or utilized by Consultant in the performance of this Agreement. The remedy provided to the Indemnitees by this indemnification shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. This indemnification obligation shall not be diminished or limited in any way to any insurance maintained pursuant to the Agreement otherwise available to Consultant. The remedy provided to the Indemnitees by this indemnification shall survive this Agreement. The provisions of this Section shall specifically survive the termination of this Agreement. Subject to the limitations set forth In subsections C and D 8 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 below, the provisions of this Section are intended to require Consultant to furnish the greatest amount of indemnification allowed under Florida law. To the extent any indemnification requirement contained in this Agreement is deemed to be in violation of any law, that provision shall be deemed modified so that Consultant shall be required to furnish the level of indemnification to the Indemnitees required by law, as was intended by the parties hereto. B. With respect to a Loss resulting, or allegedly resulting, from bodily injury, including death, or damage to tangible property (collectively bodily injury, including death or damage to tangible property shall be "Injury"), Consultant agrees to hold harmless and defend the Indemnitees under Section 10, if the Injury is, or is allegedly, caused in whole or in part by the acts or omissions of Consultant, or others acting on Consultant's behalf. C. Except with respect to a Loss resulting, or allegedly resulting, from an Injury, Consultant's obligation to indemnify, hold harmless and defend the Indemnitees under subsection A above shall only apply to the extent the claim, judgment, cost, or expense resulting, or allegedly resulting, from the negligence or other culpability of Consultant or others acting on Consultant's behalf. Consultant's obligation to indemnify, hold harmless and defend the Indemnitees under Subsection C shall not apply to that portion of the liability caused in whole or in part by the Indemnitees. D. Except with respect to a Loss resulting, or allegedly resulting, from an Injury, in no event, whether based on contract, indemnity, warranty, tort, strict liability, or otherwise, shall Consultant be liable to the Indemnitees for consequential damages including, but not limited to, the interest or carrying charges on investments, expenses arising from cost of capital, loss of profit or revenue, or loss of anticipated profit, arising, or alleged to have arisen, out of the performance of this Agreement by, or on behalf of, Consultant. 9 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 Consultant's liability for consequential damages for an Injury shall be limited to $2,000,000.00. i. Cumulative Liability. The maximum cumulative liability of Consultant to the Indemnitees for damages arising, or alleged to have arisen, out of the performance of this Agreement by, or on behalf of, Consultant shall be $10,000,000.00. ii. To the extent specified and subject to the limitations provided above, Consultant agrees, at its own expense, and upon written request by the Indemnitees, to defend any suit, action or demand brought against the Indemnitees on any claim or demand arising directly out of, Consultant's negligent act or omission in its performance under this Agreement. E. Consultant 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 Consultant 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 Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant or sub -consultant under this Contract. F. Ten dollars ($10.00) 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 Consultant. 11. DEFAULT: If Consultant fails to comply 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 thirty (30) days notice from the City, then Consultant shall be in default. Consultant understands and agrees 10 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 that termination of this Agreement under this section shall not release Consultant from any obligation(s) accruing prior to the effective date of termination. Should Consultant be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Consultant shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 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 Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately returned to the City. If the City fails to comply 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 Consultant, the City shall be in default, which shall be treated as a termination pursuant to Section 13. 12. RESOLUTION OF AGREEMENT DISPUTES: Consultant understands and agrees that all disputes between Consultant and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Consultant being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Consultant shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the 11 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 City Manager a detailed statement of the dispute, accompanied by all supporting documentation one hundred twenty (120) 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 a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total cornpensation set forth in Section 4 (A) of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Consultant against the City. 13. TERMINATION: OBLIGATIONS UPON TERMINATION: A. Notwithstanding any other provision to the contrary, this Agreement may be terminated without cause at any time by either party upon thirty (30) days' prior written notice to the other party. In the event of termination, the Trust will be compensated for actual Services rendered up to and including date of termination. B. In the event of a material breach of this Agreement, the aggrieved party may terminate this Agreement by giving thirty (30) days prior written notice of termination to the breaching party. If the breach is not cured, the Agreement shall terminate at the end of the thirty -day period. 14. JNSURANCE: Consultant shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title of the RFP must appear on each certificate of insurance. The Consultant shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Consultant shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection 12 Employee Benefit Consulting Services DocuSign Envelope ID: OBD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294.386 and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Consultant shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Consultant of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Consultant 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 Consultant fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. A. Consultant understands and agrees that all liabilities regarding the use of any of Consultant's employees or any of Consultant's subconsultants for Services related to this Agreement shall be borne solely by Consultant throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Consultant further understands and agrees that insurance for each employee of Consultant and each subconsultant providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. B. Consultant 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, Consultant shall be responsible for 13 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 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 the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Consultant in conjunction with the violation of the terms and conditions of this Agreement. C. Compliance with the foregoing requirements shall not relieve Consultant of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Consultant represents to the City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. Consultant further covenants that no otherwise qualified individual shall, solely due to his/her race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. ASSIGNMENT: The Consultant's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Consultant, in whole or in part, and Consultant shall not assign or otherwise subcontract any part of its operations 14 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONSULTANT: TO THE CITY OF MIAMI: Jeffrey Jinks AON Consulting, Inc. 1001 Brickell Bay Drive Suite 1001 Miami, FL 33131 18. MISCELLANEOUS PROVISIONS: A. Arthur Noriega V City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Ann -Marie Sharpe Director, Department of Risk Management City of Miami 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 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. 15 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 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 irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Consultant shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Consultants. E. 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, if any. 16 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 20. INDEPENDENT CONTRACTORS: Consultant has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Consultant, nor its employees, nor any subconsultant hired by Consultant to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, its employees, or any subconsultant hired by Consultant to provide any Services hereunder, and Consultant agrees to provide or to require subconsultant(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Consultant rendering Services to the City under this Agreement. Consultant further understands and agrees that Consultant's or subconsultants' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Consultant. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a 17 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 Force Majeure Event as herein defined, 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 Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS Consultant hereby understands and agrees that in no event shall the City be liable for, or responsible to Consultant or any subconsultant, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Consultant, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Consultant is an extension of time. No other recourse or remedy will be available to the Consultant against the City. 24. USE OF NAME: Consultant understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Consultant is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Consultant agrees to protect any confidential 18 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Consultant hereby certifies to the City that no individual member of Consultant, no employee, and no subconsultant under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Consultant hereby represents and warrants to the City that throughout the term of this Agreement, Consultant, its employees, and its subconsultants will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Consultant and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION. REPRESENTATION AND WARRANTY: Consultant hereby certifies, represents and warrants to the City that on the date of Consultant's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Consultant under this Agreement are and will continue to be accurate, complete, and current. Consultant understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the 19 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 30. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final 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. 20 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "Consultant" ATTEST: By: --DocuSigned by: 15 I9a97z5t,D54Eb... Name: Julie Cho Title: Assistant Company Secretary ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Victoria Mendez City Attorney Employee Benefit Consulting Services AON CONSULTING, INC., a foreign profit corporation qualified to do business in Florida DocuSigned by: By: IGail bokl rt,�,� wta�n, 11C... Print Name: Rebecca Feldman Title: US Health Chief of Strategy t ----DocuSigned by: ‘`••-- E0858 E05D3FE422... 21 "City" OFFICIAL SEAL AMANTHA KIMBREW NOTARY PUBLIC - STATE OF ILLINOIS My Commission Expires 12/23/2023 CITY OF MIAMI, a Florida municipal corporation By: Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: By: Anne Marie Sharpe, Director Risk Management DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 COMPANY RESOLUTION WHEREAS, (Company Name), a (State and type of incorporation, e.g., New York Corporation/LLC), desires to enter into an agreement with the City of Miami ("City" for the purpose of performing the Services described in the Supplement to which this resolution is attached; and WHEREAS, the Board of Managers at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF MANAGERS that this company is authorized to enter into the Supplement with the City, and (1st Name), the (1st Title), and (2nd Name), the (2nd Title), are hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 20 ("Full Name of Company") An (State and type of incorporation) By: (Signature of 1st Name above) Name & Title: (print) By: (Signature of 2nd Name above) Name & Title: (print) 22 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miarni, Florida RFP 1294386 EXHIBIT "A" RFP No. 1294386 23 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 EXHIBIT "B" SCOPE OF WORK Provide employee benefit consulting services per specifications. 24 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 EXHIBIT "C" CONSULTANT'S RESPONSE AND PRICE PROPOSAL 25 Employee Benefit Consulting Services DocuSign Envelope ID: B86091 B3-E042-4868-BAFD-21 B6C6CE63A9 Employee Benefit Consulting Services EXHIBIT C PRICE PROPOSAL RFP 1294386 A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services, Term. Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 2,184 $521,700 2 First 1-year OTR Period 728 $179,117 3 Second 1-year OTR Period 728 $184,482 Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term Years 1 - 3 OTR 1 Year 4 OTR 1 Year 5 Lead Consultant $ 390 $ 402 $ 414 Actuary $ 450 $ 464 $ 478 Consultant $ 330 $ 340 $ 350 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. The City reserves the right to negotiate the final pricing for this work on a project - by -project basis, at the City's sole discretion. 4) The pricing outlined above does not include conducting audits. DocuSIgned by: /441 E74D2... DS SP Rebecca Feldman, U.S. Health Chief of Strategy Sue Patino, Senior Counsel 56 DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida EXHIBIT "D" INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $ 1,000,000.00 A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $100,000.00 for bodily injury caused by disease, policy limit 26 Employee Benefit Consulting Services RFP 1294386 DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included V. Umbrella Liability A. Each Claim Policy Aggregate $5,000,000.00 $5,000,000.00 $2,000,000.00 $2,000,000.00 B. Endorsements Required City of Miami listed as additional insured Coverage is excess follow form over all applicable liability policies contained herein Successful Proposer agrees to maintain Professional Liability/Errors & Omissions Coverage, for a minimum of two (2) years after termination of the Agreement period subject to continued availability of commercially reasonable terms and conditions of such coverage. 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 bidder. 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 thelatest 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 RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the bidder 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 27 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 cover the contractual period, the City shall: (1) Suspend the Agreement until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Proposal. (2) The City may, at its sole discretion, terminate this Agreement 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. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions, 28 Employee Benefit Consulting Services DocuSign Envelope ID: 0BD7F707-F72C-4749-92CF-06E743200B4D City of Miami, Florida RFP 1294386 EXHIBIT "E" CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 29 Employee Benefit Consulting Services DocuSign Envelope ID: A0B2B804-6F93-4EA4-8ACA-479CFE28DB60 AON CONSULTING, INC. CERTIFICATE OF SECRETARY The undersigned, hereby certifies as follows: 1. That I am the duly elected and qualified Secretary of Aon Consulting, Inc., a corporation formed and existing under the laws of the State of New Jersey (the "Corporation"), whose corporate headquarters are located at 200 E. Randolph Street, Chicago, Illinois 60601 USA; 2. That I have access to and knowledge of the corporate minute books and records of the Corporation; 3. That attached hereto as Exhibit A is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Corporation on June 27, 2023, which resolutions have not been in any way altered, amended or rescinded and which now remain in full force and effect. IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 14th day of July, 2023. --^^DocuSlgned by: '— 15199972BCD54B6... Julie Cho DocuSign Envelope ID: A0B2B804-6F93-4EA4-8ACA-479CFE28DB60 Exhibit A RESOLVED, each of those individuals holding the titles of Chief Executive Officer; Chief Executive Officer, Human Capital Solutions; Chief Executive Officer, Global Retirement and Investment; Chief Operating Officer — North America Health Solutions; Chief Financial Officer; Chief Financial Officer, Retirement Solutions; U.S. Health Chief of Strategy & Special Projects; Executive Vice President, Global Benefits; Senior Vice President, Global Benefits, Americas Market Leader; Senior Vice President — Finance; Senior Vice President — Legal; North American Retirement Leader and North America Health Leader of the Corporation (the "Authorized Officers") is hereby authorized to execute and deliver on behalf of the Corporation all agreements, documents, instruments, notices, acknowledgements, contracts and amendments that each such Authorized Officer deems necessary, appropriate or advisable on behalf of the Corporation, including, without limitation, nondisclosure agreements, consulting agreements (including, but not limited to, master agreements), letters of intent, confirmation of hire letters, proposals, and other documents, instruments, acknowledgements, contracts and amendments (including, but not limited to, amendments to benefits administration and other outsourcing agreements), in each case without regard to the amount involved, with such terms as the Authorized Officer executing the same shall approve; provided, however, that the authority granted to the Authorized Officers in these resolutions shall be subject to all applicable thresholds, limitations and approval procedures, including without limitation those established by the Board of Directors of Aon plc ("Aon"), including any Committee of the Board of Directors of Aon, and Aon's Chief Executive Officer and Chief Financial Officer. FLORIDA DEPARTMENT OF STATE Division of Corporations May 5, 2006 CSC Qualification documents for AON CONSULTING, INC. doing business in Florida as AON BENEFITS & INSURANCE SERVICES, INC. were filed on May 4, 2006 and assigned document number F06000003266. Please refer to this number whenever corresponding with this office. Your corporation is now qualified and authorized to transact business in Florida as of the file date. A corporation annual report/uniform business report will be due this office between January 1 and May 1 of the year following the calendar year of the file date. A Federal Employer Identification (FEI) number will be required before this report can be filed. If you do not already have an FEI number, please apply NOW with the Internal Revenue by calling 1-800-829-3676 and requesting form SS-4. Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have any questions regarding this matter, please contact thisoffice at the address given below. Dale White Document Specialist New Filing Section Division of Corporations Account number: 072100000032 Letter Number: 006A00031990 Amount charged: 70.00 P.O. BOX 6327 -Tallahassee, Florida 32314 APPLICATION BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA IN COMPLIANCE WITH SECTION 607.1503, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED TO REGISTER A FOREIGN CORPORATION TO TRANSACT BUSINESS IN THE STATE OF FLORIDA. 1 Aon Consulting, Inc. (Enter name of corporation; must include "INCORPORATED," "COMPANY," "CORPORATION," "Inc.," "Co.," "Corp," "Inc," "Co," or "Corp.") Aon Benefits & Insurance Services , Inc . (If name unavailable in Florida, enter alternate corporate name adopted for the purpose of transacting business in Florida) 2. NJ 3. 22-2232264 (State or country under the law of which it is incorporated) (FEI number, if applicable) 4. 9-15-78 5. perpetual (Duration: Year corp. will cease to exist or "perpetual") 6. N/A (Date of incorporation) (Date first transacted business in Florida, if prior to registration) (SEE SECTIONS 607.1501 & 607.1502, F.S., to determine penalty liability) 200 E. Randolph, Chicago, IL 60601 7. (Principal office address) 200 E. Randolph, 8th Fl., Legal Dept., Chicago, IL 60601 (Current mailing address) 8. Employee Benefit Consulting (Purpose(s) of corporation authorized in home state or country to be carried out in state of Florida) 9. Name and streets of Florida registered agent: (P.O. Box NOT acceptable) Name: Corporation Service Company Office Address: 1201 Hays Street Tallahassee (City) , Florida 32301 (Zip code) 10. Registered agent's acceptance: Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. By: CorpoaYiof Servige G6mpany (a10 (Registered agents signature) 11. Attached is a certificate of existence duly authenticated, not more than 90 days prior to delivery of this application to the Department of State, by the Secretary of State or other official having custody of corporate records in the jurisdiction under the law of which it is incorporated. 12. Names and business addresses of officers and/or directors: A. DIRECTORS Chairman: See attached. vj '` w.' if f.ED Address: Vice Chairman: Address. Director: See attached Address: Director Address: B. OFFICERS President• See attached Address. Vice President - Address. Secretary: Address. Treasurer: Address. NOTE: -necessary, you may attach an addendum ti the application listing additional officers and/or directors. 13. 14 (� (Signature of Director or Offiar listed in number 12 of the application) Jennifer L. Kraft, Vice President (Typed or printed name and apacity of person signing application) Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Directors Andrew M. Appel Primary Address: Michael J. Gulotta Primary Address: Roger L. Vaughn Primary Address: Officers Andrew M. Appel Primary Address: Karen Koons Primary Address: Roger L. Vaughn Primary Address: Michael J. Gulotta Primary Address: Andrew M. Appel Primary Address: Director 200 East Randolph Chicago, Illinois 60601 Director 270 Davidson Avenue, 7th Floor Somerset, New Jersey 08873 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Generated: 04/06/2006 12:36:50 PM 200 East Randolph Chicago, Illinois 60601 Director President and Chief Executive Officer Assistant Vice President Vice Chairman Chairman 270 Davidson Avenue, 7th Floor Somerset, New Jersey 08873 200 East Randolph Chicago, Illinois 60601 Chief Operating Officer Page 1 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Jennifer L. Kraft Secretary Primary Address: 200 East Randolph 8th Floor Chicago, Illinois 60601 (United States) Diane M. Aigotti Treasurer Primary Address: 200 East Randolph Chicago, Illinois 60601 Senior Vice President David F. Abrams Primary Address: 200 East Randolph Chicago, Illinois 60601 Susan S. Alford Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Senior Vice President George A. Andrews Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Robyn H. Atkins Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Peter G. Auvinen Primary Address: 200 E. Randolph 9th Floor Chicago, Illinois 60601 Vice President Thomas C. Bailey Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Victoria Murray Bair Assistant Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Bradley Baker Primary Address: 1200 Sixth Avenue Seattle, Washington 98101 Stephen Baker Primary Address: 125 Chubb Avenue Lyndhurst, New Jersey 07071 Assistant Vice President Assistant Vice President Generated: 04/06/2006 12:36:51 PM Page 2 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Wendy J. Baker Primary Address: John F. Balaban Primary Address: John H. Bare Primary Address: Kenneth C. Barker Primary Address: Richard E. Barry Primary Address: Jeanette Beecher Primary Address: Tana S. Bell Primary Address: Karen A. Bender Primary Address: Kathleen M. Benson Primary Address: Harold L. Bettis Jr. Primary Address: Assistant Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Assistant Vice President 270 Davidson Avenue, 7th Floor Somerset, New Jersey 08873 Vice President 111 Market Place Candler Building Baltimore, Maryland 21202 Assistant Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 Vice President 200 East Randolph Street 8th Floor Chicago, IL 60601 Assistant Vice President 200 E. Randolph Chicago, Illinois 60601 Assistant Vice President 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Assistant Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Senior Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Generated: 04/06/2006 12:36:52 PM Page 3 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 William T. Beyer Senior Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Ame R. T. Biggart Vice President Primary Address: 10 Tower Lane Avon, Connecticut 06001 Darryl R. Blecher Primary Address: 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 Vice President David B. Bobbitt Assistant Vice President Primary Address: 220 West Main Street One Corporate Plaza Louisville, Kentucky 40202 Lisa A. Bordinat Senior Vice President Primary Address: 3000 Town Center, Suite 2900 Southfield, Michigan 48075 John L. Boss III Senior Vice President Primary Address: 201 North Illinois, Suite 1400 Indianapolis, Indiana 46204 Michael S. Bost Vice President Primary Address: 1100 Reynolds Boulevard North Carolina 27105 Nancy Bourgeois Primary Address: 200 East Randolph Chicago, Illinois 60601 Senior Vice President John D. Breitwieser Vice President Primary Address: 5220 Spring Valley Road, Suite 600 Dallas, Texas 75240 Lucretia Brinson Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Vice President Nancy Brown Assistant Vice President Primary Address: 720 Cool Springs Boulevard, Suite 680 Franklin, Tennessee 37067 Generated: 04/06/2006 12:36:53 PM Page 4 of 40 Directors / Officers Report As of 04/06/2006 on onsu ing, nc. 22-2232264 Gena Buchwald Assistant Vice President Primary Address: 125 Chubb Avenue Lyndhurst, New Jersey 07071 Miriam Burgess Vice President Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Paul G. Bushell Assistant Vice President Primary Address: 3565 Piedmont Center Building One, Suite 600 Atlanta, Georgia 30305 Edwin Bustard Senior Vice President Primary Address: 10451 Mill Run Circle One Corporate Center Owings Mills, Maryland 21117 Shawana K. Bynum Assistant Vice President Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Tracy Byrne Primary Address: 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 Charles Cahill Primary Address: 99 High Street Boston, Massachusetts 02110 Bruce Caldwell Primary Address: Assistant Vice President Senior Vice President Senior Vice President 199 Fremnt Street, 14th Floor San Francisco, California 94105 Gregory Carrick Primary Address: 1211 SW 5th Avenue Portland, Oregon 97204 William M. Carroll Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President Senior Vice President Michael Cartwright Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Directors / Officers Report As of 04/06/2006 on onsu ing, nc. 22-2232264 Katie Casey Primary Address: Michael J. Casey Primary Address: Charles F. Catagnus Primary Address: Jeffrey T. Chambley Primary Address: Dana Chapman Primary Address: Rosemarie C. Chen Primary Address: 200 East Randolph Chicago, Illinois 60601 H. Kathleen Childress Primary Address: Assistant Vice President Senior Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 Vice President Two Tower Bridge One Fayette Street Conshohocken, Pennsylvania 19428 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Assistant Vice President Vice President 100 Second Street, SE Cedar Rapids, Iowa 52401 Assistant Vice President 262 Harbor Drive, 1st Floor Stamford, Connecticut 06902 Senior Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 Daniel G. Chrisman Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Joseph S. Chrostowski Senior Vice President Primary Address: 1700 East Putnam Avenue Old Greenwich, Connecticut 06870 Jeffrey D. Clevinger Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Barry H. Cohen Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Generated: 04/06/2006 12:36:55 PM Page 6 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Paula Collins Primary Address: Rhonda J. Collins Primary Address: William T. Comer Primary Address: Robyn Costello Primary Address: Donna L. Cowden Primary Address: Steven W. Cox Primary Address: Brent Crane Primary Address: Todd Crowley Primary Address: Joseph C. Cullina Primary Address: Maria Cumming Primary Address: Assistant Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 2300 Rexwood Drive, Suite 200 Raleigh, North Carolina 27607 Generated: 04/06/2006 12:36:57 PM Vice President 10451 Mill Run Circle One Corporate Center Owings Mills, Maryland 21117 Vice President 101 South Tryon Street, Suite 2550 Charlotte, North Carolina 28280 Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 5 Triad Center, Suite 500 Salt Lake City, Utah 84180 Assistant Vice President 175 West Jackson Chicago, Illinois 60604 Assistant Vice President 1700 East Putnam Avenue Old Greenwich, Connecticut 06870 Vice President 111 Market Place Candler Building Baltimore, Maryland 21202 Page 7 of 40 Directors/ Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Diana Cyran Assistant Vice President Primary Address: 1700 East Putnam Avenue Old Greenwich, Connecticut 06870 R. Curtis Dame Vice President Primary Address: 220 West Main Street One Corporate Plaza Louisville, Kentucky 40202 James Danaher Assistant Vice President Primary Address: 8182 Maryland Avenue, Suite 500 Clayton, Missouri 63105 Aldon D. Daniels Senior Vice President Primary Address: 1700 East Putnam Avenue Old Greenwich, Connecticut 06870 Bruce R. Darling Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Jeanne A. Daul Primary Address: 701 Cherry Street Green Bay, Wisconsin 54301 Assistant Vice President Julie Davis Assistant Vice President Primary Address: 1000 Walnut Street Commerce Bank Building, 9th Floor Kansas City, Missouri 64106 Mitchell S. Davis Vice President Primary Address: 1901 Main Street, Suite 400 Irvine, California 92614 David Degann Primary Address: 200 East Randolph Chicago, Illinois 60601 Pamela Delaney Primary Address: 200 East Randolph Chicago, Illinois 60601 Frank DeLuca Primary Address: Executive Vice President Assistant Vice President Vice President 625 Liberty Avenue Pittsburgh. Pennsylvania 15222 Generated: 04/06/2006 12:36:58 PM Page 8 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Vicky Denslow Assistant Vice President Primary Address: 7325 Beaufont Springs Drive, Suite 300 Richmond, Virginia 23225 Patricia DePetris Assistant Vice President Primary Address: 1 Fayette Street Conshohocken, Pennsylvania 19428 Harvey Dershin Vice President Primary Address: 45 Hayden Avenue Lexington, Massachusetts 02420 Christian J. DesRochers Senior Vice President Primary Address: 10 Tower Lane Avon, Connecticut 06001 Janine Devera Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Doreen Devine Vice President Primary Address: 7315 Wisconsin Avenue West Tower, Suite 700 Bethesda, Maryland 20814 J. Kevin Dew Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Vice President Cynthia Dietzel Assistant Vice President Primary Address: 10 Lanidex Center West P.O. Box 608 Parsippany, New Jersey 07054 James D. Dolci Primary Address: 200 East Randolph Chicago, Illinois 60601 Toni H. Donahue Primary Address: 445 Hutchinson Avenue Columbus, Ohio 43235 Generated: 04/06/2006 12:36:59 PM Page 9 of 40 Assistant Vice President Assistant Vice President Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Joseph R. Donatiello Primary Address: Todd M. Dore Primary Address: Robert E. Dougan Primary Address: ary M. Dougherty Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 200 East Randolph Chicago, Illinois 60601 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Assistant Vice President Assistant Vice President Vice President Assistant Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 Robert V. Duckworth Vice President Primary Address: Arthur P. Dunlavy Primary Address: Brian Dunn Primary Address: Gary J. Dusil Primary Address: Michael H. Dwyer Primary Address: Laurin Eastling Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Assistant Vice President 10 Tower Lane Avon, Connecticut 06001 Executive Vice President 262 Harbor Dr., 1st Fl. Stamford, Connecticut 06902 Assistant Vice President 100 Second Street, SE Cedar Rapids, Iowa 52406 Assistant Vice President 3000 Town Center, Suite 2900 Southfield, Michigan 48075 Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Melissa B. Elbert Primary Address: 200 East Randolph Chicago, Illinois 60601 Generated: 04/06/2006 12:37:00 PM Page 10 of 40 Assistant Vice President Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Paula P. Eller Primary Address: 200 East Randolph Chicago, Illinois 60601 Assistant Vice President Lewis W. Emanuelson Senior Vice President Primary Address: 4100 East Mississippi, Suite 1500 Denver, Colorado 80246 John A. Evans III Primary Address: 707 Wilshire Boulevard Los Angeles, California 90017 Senior Vice President Michael E. Falcone Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Michael J. Faughnan Senior Vice President Primary Address: 4100 East Mississippi, Suite 1500 Denver, Colorado 80246 Thomas A. Ference Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Philip P. Ferrari Primary Address: 10 Tower Lane Avon, Connecticut 06001 Scott T. Fisher Primary Address: 1200 Sixth Avenue Seattle, Washington 98101 Vice President Vice President Stephen Fitzgerald Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Jonathan E. Flitter Vice President Primary Address: 99 High Street Boston, Massachusetts 02110 Debra Flynn Primary Address: 707 Wilshire Boulevard Los Angeles, California 90017 Senior Vice President Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Linda I. Fodera Primary Address: Assistant Vice President - Health & Welfare 125 Chubb Avenue Lyndhurst, New Jersey 07071 Jill L. Folan Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Jorge A. Font Vice President Primary Address: 1330 Post Oak Boulevard, Suite 900 Houston, Texas 77056 D. Alan Frady Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Thomas R. Frank Senior Vice President Primary Address: 6000 Uptown Boulevard NE, Suite 200 Albuquerque, New Mexico 87110 Mark David Frankel Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Donna W. Freeman Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Russell M. Fuller Senior Vice President Primary Address: 2300 Rexwood Drive, Suite 200 Raleigh, North Carolina 27607 Michelle Futhey Senior Vice President Primary Address: 8182 Maryland Avenue, Suite 500 Clayton, Missouri 63105 Edward D. Gagnon Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Kathleen M. Gantz Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Generated: 04/06/2006 12:37:02 PM Page 12 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Michael Garofalo Primary Address: Stephen P. Gdowik Primary Address: Dianne W. Geiger Primary Address: Vice President 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Assistant Vice President Emily L. Georg -Smith Assistant Vice President Primary Address: 7325 Beaufont Springs Drive, Suite 300 Richmond, Virginia 23225 Douglas A. George Primary Address: Ronald Gerard Primary Address: Robert D. Gibson Primary Address: Senior Vice President 10 Tower Lane Avon, Connecticut 06001 200 East Randolph Chicago, Illinois 60601 Senior Vice President Vice President 1000 Walnut Street Commerce Bank Building, 9th Floor Kansas City, Missouri 64106 Robert C. Gipperich Jr. Vice President Primary Address: 220 West Main Street One Corporate Plaza Louisville, Kentucky 40202 Paul Goldbeck Primary Address: Steven T. Goodall Primary Address: Senior Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Vice President Generated: 04/06/2006 12:37:03 PM Page 13 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Lenee Goyette Primary Address: Roy Greco Primary Address: Mary B. Greening Primary Address: Kenneth F. Groh Primary Address: Assistant Vice President 301 Commerce Street, Suite 2101 Fort Worth, Texas 76102 William A. Grubbs Jr. Primary Address: Judith C. Gruender Primary Address: Cindy S. Haddon Primary Address: Kenneth R. Haderer Primary Address: Michael J. Hambro Primary Address: Gregory E. Hammer Primary Address: Luke T. Han Primary Address: Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Senior Vice President 1200 Sixth Avenue Seattle, Washington 98101 Vice President 200 East Randolph Chicago, Illinois 60601 Assistant Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 8182 Maryland Avenue, Suite 500 Clayton, Missouri 63105 Assistant Vice President 200 East Randolph Chicago, Illinois 60601 Senior Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 10 Tower Lane Avon, Connecticut 06001 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 201 Merchant Street City Financial Tower Vice President Senior Vice President Generated: 04/06/2006 12:37:04 PM Page 14 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Harry D. Harkey Primary Address: Jeffrey Harlow Primary Address: Craig C. Harris Primary Address: 2300 Rexwood Drive, Suite 200 Raleigh, North Carolina 27607 Vice President 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Vice President 7325 Beaufont Springs Drive, Suite 300 Richmond, Virginia 23225 Don D. Harris Primary Address: 45 Hayden Avenue Lexington, Massachusetts 02420 Vice President Vice President Maria E. Harshbarger Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Mark Haye Primary Address: 200 East Randolph Chicago, Illinois 60601 Assistant Vice President Pamela Hazelgrove Assistant Vice President Primary Address: 7325 Beaufont Springs Drive, Suite 300 Richmond, Virginia 23225 A. Ann Heald Primary Address: Michael J. Heath Primary Address: Robert F. Henderson Primary Address: Generated: 04/06/2006 12:37:05 PM Assistant Vice President 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Assistant Vice President 8182 Maryland Avenue, Suite 500 Clayton, Missouri 63105 Vice President 1 Fayette Street Conshohocken, Pennsylvania 19428 Page 15 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Betsey C. Hendrix Assistant Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Karen Herba Primary Address: 200 East Randolph Chicago, Illinois 60601 Assistant Vice President Richard Scott Herman Vice President Primary Address: 1100 Reynolds Boulevard Winston-Salem, North Carolina 27105 Michael A. Hermesch Vice President Primary Address: 1000 Walnut Street Commerce Bank Building, 9th Floor Kansas City, Missouri 64106 Randy D. Herndon Senior Vice President Primary Address: 4100 East Mississippi, Suite 1500 Denver, Colorado 80246 Carol Hershey Primary Address: 200 East Randolph Chicago, Illinois 60601 Douglas N. Hertz Primary Address: 10 Tower Lane Avon, Connecticut 06001 Vice President John E. Hess Primary Address: 3565 Piedmont Center Building 1, Suite 600 Atlanta, Georgia 30305 Peter J. Hess Primary Address: 200 East Randolph Chicago, Illinois 60601 Fred W. Hewelt Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President Assistant Vice President Assistant Vice President Vice President Generated: 04/06/2006 12:37:06 PM Page 16 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Kenneth C. Heys Primary Address: Robin D. Hicks Primary Address: Michael Higgins Primary Address: Paul Hilling Primary Address: Virginia Hiner Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Pamela Hodge Primary Address: 1211 SW 5th Ave Portland, Oregon 97204 Stephen Hoeffner Primary Address: Patrick W. Hoffman Primary Address: Linda P. Holleman Primary Address: Keven L. Holleran Primary Address: Mark C. Holloway Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Vice President Vice President Vice President Vice President Assistant Vice President Vice President Senior Vice President Vice President Senior Vice President Assistant Vice President Senior Vice President Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Doris Holzer Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President Harold LeVaughn Hooks Jr. Vice President - Taxes Primary Address: 200 E. Randolph St., 4th Fl. Chicago, Illinois 60601 John Hoover Primary Address: 200 East Randolph Chicago, Illinois 60601 Thomas R. Houghtaling Primary Address: 200 East Randolph Chicago, Illinois 60601 Scott D. Houghton Primary Address: 200 East Randolph Chicago, Illinois 60601 H. Shanlon Hudson Primary Address: 200 East Randolph Chicago, Illinois 60601 H. Gray Hutchison Jr. Primary Address: 200 East Randolph Chicago, Illinois 60601 Frances M. Hyatt Primary Address: 849 Chester Road Winston-Salem, North Carolina 27104 Vice President Vice President Vice President Assistant Vice President Senior Vice President Assistant Vice President Alexander Jaloway Assistant Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Riccarda M. Janka Vice President Primary Address: 8182 Maryland Avenue Clayton, Missouri 63105 Erwin S. Janush Primary Address: 200 East Randolph Chicago, Illinois 60601 Senior Vice President Generated: 04/06/2006 12:37:08 PM Page 18 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Brian H. Jensen Primary Address: 200 East Randolph Chicago, Illinois 60601 Sonja Lynette Johnson Primary Address: 200 East Randolph Chicago, Illinois 60601 Alvin L. Jones Primary Address: Walter M. Jones Primary Address: William P. Jones Primary Address: Janet L. Josway Primary Address: Alexandra Jung Primary Address: Scott D. Kane Primary Address: Eric A. Karno Primary Address: Cynthia Keaveney Primary Address: Randall Keeton Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 6060 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Vice President Assistant Vice President Senior Vice President Vice President Senior Vice President Vice President Senior Vice President 1 Vice President Vice President Senior Vice President 200 East Randolph Chicago, Illinois 60601 Executive Vice President 200 East Randolph Chicago, Illinois 60601 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Lisa Keller Primary Address: Deirdre A. Kelley Primary Address: Terri Kemp Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Harvey I. Kesselman Primary Address: Peter A. Keuls Primary Address: Marie J. Killian Primary Address: Brian G. King Primary Address: Rebecca M. King Primary Address: Stephen A. King Primary Address: Karla C. Kinney Primary Address: Harold S. Kolpak Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Assistant Vice President Vice President Vice President Senior Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Vice President Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Peter Kostiw Primary Address: Jennifer L. Kraft Primary Address: Daniel Krekeler Primary Address: Wayne Kurtz Primary Address: Michael J. LeBoeuf Primary Address: Linda A. Lee Primary Address: 200 East Randolph Chicago, Illinois 60601 Michael T. Leonard Primary Address: Thomas C. Lerche Primary Address: Joseph J Leube Jr. Primary Address: Todd A. Lewullis Primary Address: Qiutong Li Primary Address: Vice President Vice President 200 East Randolph 8th Floor Chicago, Illinois 60601 (United States) 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Vice President Senior Vice President Vice President Vice President 201 Merchant Street City Financial Tower Honolulu, Hawaii 96813 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Vice President Senior Vice President Vice President Vice President Assistant Vice President Generated: 04/06/2006 12:37:12 PM Page 21 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Mark L. Lifter Primary Address: Carlton B. Lindgren Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Joseph L. Lineberry, Jr. 200 East Randolph Chicago, Illinois 60601 Primary Address: Catherine Loch Primary Address: Richard L. Lowe Primary Address: Jane M. Lump Primary Address: 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Patricia MacDonald Primary Address: 200 East Randolph Chicago, Illinois 60601 Paul Mack Primary Address: 200 East Randolph Chicago, Illinois 60601 Monica M Maeyer Primary Address: 200 East Randolph Chicago, Illinois 60601 Joyce Magi Primary Address: 200 East Randolph Chicago, Illinois 60601 Shakuntala A. Maharajh Primary Address: 200 East Randolph Chicago, Illinois 60601 Executive Vice President Assistant Vice President Senior Vice President Vice President Senior Vice President Vice President Vice President Vice President Vice President Assistant Vice President Senior Vice President Generated: 04/06/2006 12:37:13 PM Page 22 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Suzanne G. Mallard Primary Address: Lisa M. Malloy Primary Address: Melinda Manning Primary Address: Tonya Manning Primary Address: Joseph F. Marlowe Primary Address: Richard Martinez Primary Address: Helene Matthews Primary Address: Marvin A. Mazer Primary Address: Joan McCarthy Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President Assistant Vice President 3565 Piedmont Center, Suite 600 Atlanta, Georgia 30305 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Assistant Vice President Vice President Senior Vice President Vice President Assistant Vice President 506 Old Fernhill Road West Chester, Pennsylvania 19380 Senior Vice President 5691 Whitehall Walk Dunwoody, Georgia 30338 Maureen F. McCarthy Primary Address: Neil McCollum Primary Address: Assistant Vice President 261 Bobbin Mill Rd Media, Pennsylvania 19063 Senior Vice President 1732 Hamilton Dr Phoenixville, Pennsylvania 19460 Senior Vice President 2090 Shallowford Pk Mnr Roswell, Georgia 30075 Generated: 04/06/2006 12: 37:14 PM Page 23 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Elizabeth A. McConney Primary Address: 203 Jesse Circle Collegeville, Pennsylvania 19426 Senior Vice President William C. McDuffee Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Kevin McElroy Primary Address: Vice President 354 Hillside Drive South New Hyde Park, New York 11040 Howard McGarvey Vice President Primary Address: 120 Gifford Lane Bozrah, Connecticut 06334 Carol A. McKeen Primary Address: Vice President 796 Beaver St Waltham, Massachusetts 02452 Karen P. McKelvey Vice President Primary Address: PO Box 331 Ridgeway, Colorado 81432 Kenneth G. McKenna Senior Vice President Primary Address: 43 Park Drive Ossining, New York 10562 William J. McKeon Assistant Vice President Primary Address: 188 Park Avenue Midland Park, New Jersey 07432 Edwin L. McNamara Jr. Assistant Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 W. Fred Mercer Vice President Primary Address: 4182 Malbeth Court Winston Salem, North Carolina 27104 Mark L. Merlotti Senior Vice President Primary Address: 13008 Bramblewood Acres St. Louis, Missouri 63141 Page 24 of 40 e Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Jon Meyer Primary Address: Senior Vice President 2705 Rose Ave McHenry, Illinois 60050 M. Jennifer Miklosi Assistant Vice President Primary Address: 7910 Seven Miles Rd Northville, Michigan 48167 Kathryn Mitchell Primary Address: 7416 S Granite Avenue Tulsa, Oklahoma 74136 Kerry Mock Primary Address: Assistant Vice President Vice President 7125 Titchfield PI Cumming, Georgia 30041 Gerald Keith Moize Vice President Primary Address: 274 Spring Lake Court Lexington, North Carolina 27295 Dennis Monaghan Vice President Primary Address: 1211 SW 5th Avenue Portland, Oregon 97204 Beth Monahan Primary Address: 511 S 18th Street Philadelphia, Pennsylvania 19146 Assistant Vice President Geraldine M. Monty Senior Vice President Primary Address: 10 Lanidex Center West P.O. Box 608 Parsippany, New Jersey 07054 Michael Morfe Primary Address: 200 East Randolph Chicago, Illinois 60601 Kenneth C. Morgan Primary Address: 200 East Randolph Chicago, Illinois 60601 Robert Moriarty Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President Senior Vice President Assistant Vice President Generated: 04/06/2006 12:37:17 PM Page 25 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Gerard Morris Primary Address: 1240 LaCount Road Green Bay, Wisconsin 54313 Assistant Vice President Linda S. Murphy Assistant Vice President Primary Address: 9500 Arboretum Boulevard, Suite 100 Austin, Texas 78759 Garrett C. Myers Assistant Vice President Primary Address: 415 Bert Cockerhamm Rd Elkin, North Carolina 28621 Arden S. Nagler Vice President Primary Address: 4170 N Marine Dr #14m Chicago, Illinois 60613 Joel Narva Vice President Primary Address: 34156 Pilot Point Rd NE Kingston, Washington 98346 William Nicholson Vice President Primary Address: 460 Fawn Glen Drive Roswell, Georgia 30075 James Nickoll Assistant Vice President Primary Address: 3165 Chapel Ct Columbus, Indiana 47203 Barbara Nilan Assistant Vice President Primary Address: 281 Penns Way Basking Ridge, New Jersey 07920 Rodolph L. Nunn III Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Kenneth P. Nurse Primary Address: 111 Woodlands Ct Advance, North Carolina 27006 Vice President Nancy M. O'Malley Assistant Vice President Primary Address: 10 Lanidex Center West P.O. Box 608 Parsippany, New Jersey 07054 Generated' 04/06/2006 12 37' 16 PM Page 26 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Randall H. Ohlendorf Primary Address: 200 East Randolph Chicago, Illinois 60601 Eric J. Okerblad Primary Address: 305 Legends Way Woodstock, Georgia 30189 Assistant Vice President Alan Oskowsky Primary Address: 50 Crine Lane Morganville, New Jersey 07751 Assistant Vice President Jeffrey S. Paciero Primary Address: 1154 Reeder Circle Atlanta, Georgia 30306 Peter Panageas Primary Address: 203 Amberfield Drive Mt Laurel, New Jersey 08054 Senior Vice President Assistant Vice President Vice President Kathryn W. Panek Assistant Vice President Primary Address: 7255 Pellinore Drive Pfafftown, North Carolina 27040 Anna Patrick Primary Address: 231 Charlotte Ct Winston Salem, North Carolina 27103 Assistant Vice President Meg Paul Assistant Vice President Primary Address: 14148 Se 154th PI Renton, Washington 98058 Edward J. Pearson Assistant Vice President Primary Address: 656 Rosewood Avenue SE Grand Rapids, Missouri 49506 Jennifer Wert Pearson Assistant Vice President Primary Address: 106 Vernon Ct Lansdale, Pennsylvania 19446 Gregory S. Perez Primary Address: 1211 SW 5th Ave Portland, Oregon 97204 Senior Vice President Generated: 04/06/2006 12:37:19 PM Page 27 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Catherine Pesavento Assistant Vice President Primary Address: 4135 Ellington Ave Western Springs, Illinois 60558 Fred A. Peterson Primary Address: Vice President 2321 W Club Blvd Durham, North Carolina 27705 Phillip A. Peterson Senior Vice President Primary Address: 16 Seven Springs Road Radnor, Pennsylvania 19087 John W. Phelan Senior Vice President Primary Address: 1399 Peachtree Battle Av Atlanta, Georgia 30327 Julie Pike Assistant Vice President Primary Address: 402 Kelly Circle Woodstock, Georgia 30188 Patrick Pitman Assistant Vice President Primary Address: 2602 Regents Park Lane Greensboro, North Carolina 27455 Gene A. Poindexter Senior Vice President Primary Address: 255 Livengood Road Advance, North Carolina 27006 Paul F. Polchert Vice President Primary Address: 180 Piermont Ave Hillsdale, New Jersey 07642 Pamela K. Porter Assistant Vice President Primary Address: 30W335 Bruce Lane Naperville, Illinois 60563 Gary Powers Vice President Primary Address: 2860 West Brigstock Rd Midlothian, Virginia 23113 Robert W. Price Assistant Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Generated: 04/06/2006 12:37:20 PM Page 28 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Mark R. Propst Primary Address: Daniel L. Quinn Primary Address: Jan P. Raines Primary Address: Archie W. Ramsey Primary Address: Michael J. Rask Primary Address: Assistant Vice President 200 East Randolph Chicago, Illinois 60601 Executive Vice President 243 Meadowbrook Road Weston, MA 02193 1011 Scott Circle Decatur, Georgia 30033 610 Chestnut Hall Ln Atlanta, Georgia 30327 Assistant Vice President Senior Vice President Vice President 1200 Sixth Avenue Seattle, Washington 98101 Lawrence E. Ratledge II Assistant Vice President Primary Address: Alison Recor Primary Address: Gary B. Redding Primary Address: W. Mitchell Rees Primary Address: Jacalyn Reinberg Primary Address: 422 Raintree Dr Oswego, Illinois 60543 Assistant Vice President 333 East River Drive 404 CC1 East Hartford, Connecticut 06108 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Vice President Vice President Vice President 241 Greentree Road Turnersville, New Jersey 08012 Generated: 04/06/2006 12:37:21 PM Page 29 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 William T. Rentz Primary Address: Gregory A. Rhodes Primary Address: Steven A Ribeiro Primary Address: Scott Riley Primary Address: Todd M. Ringwood Primary Address: Anne M. Ritter Primary Address: Stephen A. Robb Primary Address: Vice President 11030 Pennbroke Crossing Duluth, Georgia 30097 Senior Vice President 171 Monroe NW, Suite 525 Grand Rapids, Michigan 49503 Russell W. Robertson Primary Address: Beverly P. Robinson Primary Address: Jordan P. Robinson Primary Address: Susan W. Roediger Primary Address: Vice President 17 Myra Lane Burlington, Connecticut 06103 Assistant Vice President 104 N Fern Abbey Lane Cary, North Carolina 27511 Vice President 1200 Sixth Avenue Seattle, Washington 98101 Senior Vice President 71 Whisper Wind Rd Middlefield, Connecticut 06455 Senior Vice President 427 Woodland Road Highland Park, Illinois 60035 201 Merchant Street City Financial Tower Honolulu, Hawaii 96813 Senior Vice President Assistant Vice President 4 Vintage Ave Winston-Salem, North Carolina 27127 Vice President 69 Columbia St Apt 4 Brooklyn, New York 11201 Vice President 4410 Chadwyck Drive Winston-Salem, North Carolina 27106 age I o Gen ra e Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Cheryl B. Rogers Primary Address: James Rogers Primary Address: Lindy O. Rogers Primary Address: Assistant Vice President 1513 Gobble Court Winston-Salem, North Carolina 27127 Vice President 201 Chapman St Ashland, Virginia 23005 Assistant Vice President 3480 Sally Kirk Road Winston-Salem, North Carolina 27106 Kirk L. Rogg Primary Address: 12835 Century Street Overland Park, Kansas 66213 John L. Ross Primary Address: 566 Hawthorn Lane Winnetka, Illinois 60093 Senior Vice President Senior Vice President Charles A Ross III Executive Vice President Primary Address: 503 E Monroe Ave Kirkwood, Missouri 63122 Kevin Rubens Primary Address: 646 Lakepoint Ave Grosse Pointe Park, Michigan 48230 Daniel A. Ruder Primary Address: 701 Cherry Green Bay, Wisconsin 54301 Senior Vice President Vice President Phyllis A Ruez Assistant Vice President Primary Address: 206 Lovely St Avon, Connecticut 06001 Senior Vice President Charles J. Rysz Primary Address: 912 Paradise Lane Libertyville, Illinois 60048 Robert Sanford Primary Address: 8104 River Rd Richmond, Virginia 23229 Vice President Generated: 04/06/2006 12:37:23 PM Page 31 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Mark D. Scarafone Primary Address: Michael D. Schachet Primary Address: Janice M. Schindler Primary Address: Jane Schmittgens Primary Address: Raymond C. Seghers Primary Address: William C. Sellers Primary Address: Sallie E. Serosky Primary Address: Matthew F. Shadrick Primary Address: Cynthia J. Shearer Primary Address: Vice President 934 Red Coat Farm Dr Chalfont, Pennsylvania 18914 710 Glen Ferry Trail Atlanta, Georgia 30328 Senior Vice President Assistant Vice President 409 Teston Drive Ferguson, Missouri 63135 Assistant Vice President 519 Fox Run Estates Ct Manchester, Missouri 63021 Assistant Vice President 302 Division Street Manchester, Michigan 48158 Assistant Vice President 820 Laverton Lane Rural Hall, North Carolina 27045 Vice President 4425 Hunters Run Drive Clemmons, North Carolina 27012 Vice President 26 Aberdeen Rd Hingham, Massachusetts 02043 Vice President 3950 Windsor Place Winston-Salem, North Carolina 27106 Edward Taylor Shipley Jr. Vice President Primary Address: Joanne Sica Primary Address: 931 Partridge Lane Winston-Salem, North Carolina 27106 Assistant Vice President 14 Jody Drive Plymouth Meeting, Pennsylvania 19462 Generated: 04/06/2006 12:37:24 PM Page 32 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 James Siewert Primary Address: Darryl J. Simchak Primary Address: Roy K. Sinclair Primary Address: Ronald Sipiora Primary Address: Dennis J. Slusarski Primary Address: Ann L. Smith Primary Address: Craig Smith Primary Address: Gerald R. Smith Primary Address: Lawrence D. Smith Primary Address: Jon Snead Primary Address: Charles E. Snowden Primary Address: Vice President 1100 Winding Creek Trail Atlanta, Georgia 30328 Assistant Vice President 9500 Arboretum Boulevard, Suite 100 Austin, Texas 78759 Senior Vice President 15836 Pine Knoll Lane Huntersville, North Carolina 28078 Senior Vice President 1238 Oak Street Winnetka, Illinois 60093 200 East Randolph Chicago, Illinois 60601 Senior Vice President & Controller Assistant Vice President 2925 Camp Circle Winston-Salem, North Carolina 27106 Assistant Vice President 200 East Randolph Chicago, Illinois 60601 Vice President 5220 Spring Valley Road, Suite 600 Dallas, Texas 75240 Vice President 5418 Burwash Court Charlotte, North Carolina 28277 Vice President 4096 Quail Run Hudsonville, Michigan 49426 Vice President 1271 Chester Rd Winston Salem, North Carolina 27104 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Paulette Solinski Primary Address: 200 E. Randolph 14th Floor Chicago, Illinois 60601 Kathryn D. Soto Primary Address: 200 East Randolph Chicago, Illinois 60601 Dan Souissi Primary Address: 200 East Randolph Chicago, Illinois 60601 Mary Ann Springer Primary Address: 200 East Randolph Chicago, Illinois 60601 Vice President & Assistant Secretary Assistant Vice President Senior Vice President Assistant Vice President Samuel S. Stanley Senior Vice President Primary Address: 15660 Windmill Pointe Dr Grosse Pointe Park, Michigan 48230 James A. Stark Primary Address: 199 Fremont Street San Francisco, California 94105 Executive Vice President Michael Daron Staton Vice President Primary Address: 404 Lawndale Drive Winston-Salem, North Carolina 27104 Amy H. Stefancic Primary Address: Vice President 1701 Golf Road Tower 2, Suite 2 Rolling Meadows, Illinois 60008 Charles D. Steinberg Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Samuel A. Steiner Primary Address: 113 Chesterfield Bluffs Chesterfield, Missouri 63005 Senior Vice President Bridget L. Steinhart Vice President Primary Address: 2243 Centeroyal Drive Des Peres, Missouri 63131 Generated: 04/06/2006 12:37:26 PM Page 34 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 James C. Stoertz Primary Address: Marvin L. Stokes Primary Address: Terry Stokes Primary Address: Arnold F. Stone Primary Address: Steven C. Stone Primary Address: Rick Strater Primary Address: Philip Styles Primary Address: David L. Sulfridge Primary Address: Paul Sullivan Primary Address: Cameron C. Sutton Primary Address: Helen C. Sutton Primary Address: Assistant Vice President PO Box 20511 Winston-Salem, North Carolina 27120 Senior Vice President 2108 Cricketwood Court Matthews, North Carolina 28104 Senior Vice President 648 Pampatike Rd King William, Virginia 23086 215 Brookeivey Lane Atlanta, Georgia 30004 13306 Field Crest Rd Highland, Illinois 6224 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 200 East Randolph Chicago, Illinois 60601 Senior Vice President Vice President 9 Senior Vice President Assistant Vice President Senior Vice President Assistant Vice President Executive Vice President 1165 Bellewood Square Dunwoody, Georgia 30338 Assistant Vice President 8801 Oneal Rd Raleigh, North Carolina 27613 Generated: 04/06/2006 12:37:27 PM Page 35 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 William J. Sweeney Vice President Primary Address: 2000 Ashburn Lane Clemmons, North Carolina 27012 John J. Sweeney, Jr. Assistant Vice President Primary Address: 210 Myrtle Avenue Havertown, Pennsylvania 19083 Malcolm I. Tajiri Primary Address: Vice President 201 Merchant Street City Financial Tower Honolulu, Hawaii 96813 Ronald M. Tedder Executive Vice President Primary Address: 2241 Ashley Lake Drive Lewisville, North Carolina 27023 T. Douglas Thomas Assistant Vice President Primary Address: 285 Thomas Rd King, North Carolina 27021 Stephen B. Thompson Vice President Primary Address: 501 Corporate Center Drive Franklin, Tennessee 37067 Thomas Thomson Primary Address: 53 Chestnut Street Rehoboth, Massachusetts 02769 Senior Vice President Noeline Thomson -Bee Vice President Primary Address: 5 Sea Grass Way North Kingstown, Rhode Island 02852 Thomas O. Toale Primary Address: 671 Atkinson Lane Langhome, Pennsylvania 19047 Michael Tomback Primary Address: 200 East Randolph Chicago, Illinois 60601 Janet Torrillo Primary Address: Senior Vice President Vice President Assistant Vice President 7028 Double Eagle Lane St Louis, Missouri 63129 Generated: 04/06/2006 12:37:28 PM Page 36 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Alan Turk Primary Address: 406 Shadburn Avenue Buford, Georgia 30518 David W. Vandeveer Primary Address: 200 East Randolph Chicago, Illinois 60601 Stephen J. Vasconcellos Primary Address: 99 High Street Boston, Massachusetts 02110 Assistant Vice President Vice President Barbara L. Vasko Primary Address: Terri W. Vaughan Primary Address: Roger L. Vaughn Primary Address: Rosa A. Venditti Primary Address: Joseph Venezia Primary Address: Theresa S. Venezia Primary Address: Senior Vice President Assistant Vice President - Health & Welfare 8300 Norman Center Drive, Suite 400 Minneapolis, Minnesota 55437 Vice President 241 Rockford Rd Kernersville, North Carolina 27284 Executive Vice President 200 East Randolph Chicago, Illinois 60601 Assistant Vice President 1700 East Putnam Avenue Old Greenwich, Connecticut 06870 Vice President 270 Davidson Avenue Somerset, New Jersey 08873 1211 SW 5th Ave Portland, Oregon 97204 Vice President Janet M. Vermeulen Assistant Vice President Primary Address: 3000 Town Center, Suite 2900 Southfield, Michigan 48075 Thomas Vicente Primary Address: Vice President 104 Chatham Road Mt Laurel, New Jersey 08054 Generated: 04/06/2006 12: 37: 29 PM Page 37 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Kenneth C. Vieira Primary Address: Richard L. Vodziak Primary Address: Mark C. Vorhees Primary Address: Marilyn J Waits Primary Address: Senior Vice President 5235 Wyntercreek Drive Dunwoody, Georgia 30338 Assistant Vice President - Taxes 200 East Randolph 4th Floor - Tax Department Chicago, Illinois 60601 Vice President 717 Park Avenue Winnetka, Illinois 60093 1485 Ridgemill Terrace Dacula, Georgia 30019 Leslie A. Walden-Uddin Primary Address: 1668 Hartford Glen Atlanta, Georgia 30319 Debra O. Wall Primary Address: Richard A. Walsh Primary Address: Vice President Assistant Vice President Assistant Vice President 9063 Baux Mountain Rd Germanton, North Carolina 27019 Vice President 2261 Willow Bend Drive Kernersville, North Carolina 27284 Robert M Waltemyer Primary Address: 2513 Robin Hill Dr Charlotte, North Carolina 28210 Michael J. Waltrip Primary Address: Clive M. Webster Primary Address: Michael Weidner Primary Address: Assistant Vice President Senior Vice President 728 Roslyn Road Winston Salem, North Carolina 27106 Assistant Vice President 10490 St Simonds Court Alpharetta, Georgia 30022 Assistant Vice President 7013 Ticonderoga Rd Downers Grove, Illinois 60516 Generated: 04/06/2006 12:37:30 PM Page 38 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Kenneth Weinberger Senior Vice President Primary Address: 199 W Onwentsia Rd Lake Forest, Illinois 60045 Eric J. Weinstein Assistant Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Carol Wellings Vice President Primary Address: 1519 East Woodbank Way West Chester, Pennsylvania 19380 Richard J. Wenner Senior Vice President Primary Address: 2218 Queensland Dr Charlotte, North Carolina 28270 James W. Wells Primary Address: 1240 Jennings Rd Statesville, North Carolina 28625 Renee E. Whitley Primary Address: 453 Bing Crosby Blvd Advance, North Carolina 27006 Vice President Senior Vice President W. Mark Whitman Assistant Vice President Primary Address: 34 Donaldson Ave Rutherford, New Jersey 07070 Sharon F. Whittle Primary Address: 200 East Randolph Chicago, Illinois 60601 Nina E. Willis Primary Address: 3035 Brookhill Dr Winston-Salem, North Carolina 27127 Assistant Vice President Assistant Vice President William E. Willner Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 David C. Wilson Primary Address: 840 Hunt Farm Road Orono, Minnesota 55356 Vice President Generated: 04/06/2006 12:37:30 PM Page 39 of 40 Directors / Officers Report As of 04/06/2006 Aon Consulting, Inc. 22-2232264 Eric D. Wittenmyer Primary Address: 57 E Cedar #1 Chicago, Illinois 60611 Victoria Wolfe Primary Address: Sheryl Wolochuk Primary Address: Senior Vice President Assistant Vice President 16936 SE Powell Blvd #64 Portland, Oregon 97236 1221 N Dearborn Unit 1204 S Chicago, Illinois 60610 Vice President Robert Wrightson Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Stephen A. Wyatt Primary Address: 1004 Mondavi P1 Apex, North Carolina 27502 Paul D. Wylie Primary Address: 629 Sam Sharpe Rd Linwood, North Carolina 27299 Vice President Assistant Vice President Michael A. Young Senior Vice President Primary Address: 24 Selwyn Drive Broomall, Pennsylvania 19008 Patricia Zar Cameron Senior Vice President Primary Address: 200 East Randolph Chicago, Illinois 60601 Generated: 04/06/2006 12:37:30 PM Page 40 of 40 STA'1 L OF NEW JERSEY DEPARTMENT OF TREASURY SHORT FORM STANDING AON CONSULTING, INC. 0100072141 With the Previous or Alternate Name BENEFACTS INC. (Alternate Name) COMPENSATION DESIGN GROUP (Alternate Name) ALEXANDER & ALEXANDER BENEFITS SERVICES INC. (Previous Name) THE RAMAPO GROUP, INC. (Previous Name) I, the Treasurer of the State of New Jersey, do hereby certify that the above -named New Jersey Domestic Profit Corporation was registered by this office on September 15, 1978. As of the date of this certificate, said business continues as an active business in good standing in the State of New Jersey, and its Annual Reports are current. I further certify that the registered agent and registered office are: Prentice Hall Corp. System 830 Bear Tavern Rd. Trenton, NJ 08628 Continued on next page... STA1 E OF NEW JERSEY DEPARTMENT OF TREASURY SHORT FORM STANDING AON CONSULTING, INC. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal at Trenton, this 19th day of April, 2006 Bradley I. Abelow State Treasurer 650-L51'/-6381 b/Z0/Z00U ;3:45 PAGE: 002/002 Florida Dept of State May 20, 2008 FLORIDA DEPARTMENT OF STATE Division ofCorporafiox AON BENEFITS & INSURANCE SERVICES, INC. 200 E RANDOLPH CHICAGO, IL 60601 Re: Document Number F06000003266 The Articles of Merger for AON CONSULTING, INC. doing business in Florida as AON BENEFITS & INSURANCE SERVICES, INC., the surviving New Jersey entity were filed on May 20, 2008. The certification you requested is enclosed. To be official, the certification for a certified copy must be attached to the original document that was electronically submitted and filed under FAX audit number H08000133647. Should you have any questions regarding this matter, please feel free to telephone (850) 245-6925, the Amendment Section. Teresa Brown Regulatory Specialist II Division of Corporations Letter Number: 708A00031928 P.O BOX 6327 — Tallahassee, Flonda 32314 ne®F5U-1:517-b:3b1 5/Z0/Z008 :3:45 PAUE 001/002 Florida Dept of State ■ *Rt:›XCHR NEXCHRWOUCHEMNEENEWMCN Vc riba Dzpartmt nt of Matt I certify the attached is a true and correct copy of the Articles of Merger, filed on May 20, 2008, for AON CONSULTING, INC. doing business i Florida as AON BENEFITS & INSURANCE SERVICES, INC., the surviving New Jersey entity, as shown by the records of this office. I further certify the document was electronically received under FAX audit number H08000133647 and this certificate issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below. The document number of this corporation is F06000003266. YcP X Authentication Code: 708A00031928-052008-F06000003266-1/1 pC Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Twentieth day of May, 2008 Rut . Nr0in ping eu'ztarp of a+tate qp� �XC rimptcptri rimmtrovin ARTICLES OF MERGER (Profit Corporations) The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes. First: The name and jurisdiction of the surviving corporation: Name Jurisdiction Document Number ¢f imown/ applicable) Aon Consulting, Inc. New Jersey F06000003266 Second: The name and jurisdiction of each rneraing corporation: Name Jurisdiction Document Number (If known/ applicable) Aon Consulting, Inc. Florida P98000088798 Third: The Plan of Merger is attached. Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State. OR / / (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than 90 days after merger file date.) Fifth: Adoption of Merger by surviving corporation - (COMPLETE ONLY ONE STATEMENT) The Plan of Merger was adopted by the shareholders of the surviving corporation on May 6, 2008 The Plan of Merger was adopted by the board of directors of the surviving corporation on and shareholder approval was not required. Sixth: Adoption of Merger by merging corporation(s) (COMPLETE ONLY ONE STATEMENn ' The Plan of Merger was adopted by the shareholders of the merging corporation(s) on Ey 2008 The Plan of Merger was adopted by the board of directors of the merging corporation(s) on and shareholder approval was not required. (Attach additional sheets if necessary) Seventh: SIGNATURES FOR EACH CORPORATION Name of Corporation Aon Consulting, Inc. a tea JY corpmatarn Aon Consulting, Inc. a Flcridsa coqconaticn. Signature of an Officer or Director Typed or Printed Name of Individual & Title Jennifer L. Kraft, Vice President Jennifer L. Kraft, Vice President PLAN OF MERGER (Non Subsidiaries) The following plan of merger is submitted in compliance with section 607.1101, Florida Statutes, and in accordance with the laws of any other applicable jurisdiction of incorporation. Furst: The name and jurisdiction of the surviving corporation: Name Jurisdiction Aon Consulting, Inc. New Jersey Second: The name and jurisdiction of each merging corporation: Name Jurisdiction Aon Consulting, Inc. Florida Third: The terms and conditions of the merger are as follows: See attached Plan of Merger. Fourth: The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving or any other corporation or, in whole or in part, into cash or other property are as follows: (Attach additional sheets if necessary) Exhibit A PLAN OB MERGER FOR AON CONSULTING, INC., a Florida company AND AON CONSULTING, INC., a New Jersey company MAY 6, 2008 1. Parties: 2. Survivor: 3. Taxes: 4. Terms: 5. Share Conversion: 6. Bylaws; Amendment of Articles of Incorporation: 7. Officers & Directors: 8. Effective Time: 9. Amendment and Termination: The parties to the merger are as follows: Aon Consulting, Inc., a Florida corporation ("ACI- FL"), and Aon Consulting, Inc., a New Jersey corporation (the "Survivor"). ACI-FL will merge into the Survivor. It is the parties' intent that this merger qualifies as a reorganisation as described in Section 368(a)(1)(A) of the Internal Revenue Code. At the Effective Time (defined below), and contemporaneously with the merger, ACI-FL will merge into the Survivor, Survivor will merge ACI-FL into itself, and the separate existence of ACI-FL shall cease ("Merger"). Survivor will assume all of the rights, liabilities and obligations of ACI-FL. The proper officers of each corporation will execute all such documents and take such action as may be necessary to effect this Merger between the parties and to transfer all of the property, rights, duties and obligations of ACI-FL to Survivor. At the Effective Time, and contemporaneously with the Merger, each issued and outstanding share of stock of Survivor ahatl be and remain issued and outstanding. Each issued and outstanding share of stock of ACI-FL and each share of stock of ACI-FL held in treasury shall be canceled without consideration and the holders of certificates, which before the merger represented shares of ACI-FL will surrender their certificates for cancellation. The shares of the Survivor and the shares of ACI-FL are held by the same shareholder in equal portions. The bylaws of the Survivor, as in effect immediately prior to the Effective Time, shall be the bylaws of the surviving company until thereafter changed or amended as provided therein, by the articles of incorporation of the surviving company or by applicable law. The articles of incorporation of the Survivor, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the surviving company until thereafter changed or amended as provided therein or by applicable law. As of the Effective Time, the officers and directors of ACI-FL immediately prior to the Effective Time shall be removed, and the officers and directors of the Survivor immediately prior to the Effective Time s all be the officers and directors of the surviving company, and shall be deemed to be elected automatically and without further action on behalf of the surviving company, to serve as such until the next annual meeting of the surviving company and until their successors are duly elected and qualified or until their earlier resignation or removal The Merger shall be effective on the date and at the time of filing the Articles of Merger with the proper departments of the states of incorporation of the companies. The Plan of Merger may be amended or terminated and abandoned by the Board of Directors of either party at any time prior to the Effective Time. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Arthur Noriega V City Manager ,—Docusgnede. FROM: Annie Perez, CPPO Director/Chief Procurement Officer Procurement Department DATE: August 30, 2023 SUBJECT: Recommendation for Award for Employee Benefit Consulting Services REFERENCES: Request for Proposals (RFP) No. 1294386 ENCLOSURES: Recommendation for Award for Employee Benefit Consulting Services (Substitution) The Recommendation for Award for Employee Benefit Consulting Services pursuant to RFP No. 1294386 is hereby being substituted with the enclosed. The purpose of the substitution is to correct scrivener's errors that consisted of the overstatement of the aggregate compensation amount initially proposed by AON Consulting, Inc. ("AON"), the Proposer recommended for award, by five dollars ($5.00) and the final negotiated aggregate amount by four dollars ($4.00). For the record, the negotiated six percent (6%) reduction in compensation is not affected by this correction. AP:cj cc: Larry Spring, CPA, Chief Financial Officer/Assistant City Manager Ann -Marie Sharpe, Director, Risk Management Department Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Department of Procurement PR23177 CITY OF MIAMI, FLORIDA INTER —OFFICE MEMORANDUM TO Arthur Noriega V City Manager �e95ao,3A�s_ FROM: Annie Perez, CPPO Director/Chief Procurement Officer Procurement Department 6.1(/ <91 Recommendation: DATE: July 26, 2023 SUBJECT: Recommendation of Award for Request for Proposals ("RFP") No. 1294386 Employee Benefit Consulting Services REFERENCES: RFP No. 1294386 Employee Benefit Consulting Services ENCLOSURES: Based on the findings below, the De recommends approval for the award o responsible Proposer, whom the City success pursuant to Request for Proposals ("RFP") No. 1 Background: Recommendation to Negotiate Memo of Procurement ("Procurement") hereby to the highest ranked responsive and ted with, AON Consulting, Inc. ("AON"), mployee Benefit Consulting Services. Procurement, on behalf of the City of Miami's ("City") Dep issued RFP No. 1294386 on January 3, 2022, under full and ope from experienced and qualified firms for the provision of Empl Proposers were required to meet all of the minimum qualification RFP, in order to be deemed qualified to provide said services. isk Management ("Risk"), ition, to obtain proposals Consulting Services. s established in the On May 9, 2022, eight (8) Proposals were received in response to the RFP. Subsequently, the Proposals were reviewed by Procurement for responsiveness, and one (1) Proposal was deemed non -responsive because it did not adhere to the requirements of the RFP. The Evaluation Committee ("Committee") met on October 11, 2022, and October 19, 2022, to review and evaluate the proposals. A discussion and evaluation of the Proposals occurred, and a consensus was reached by the Committee pursuant to the guidelines published in the RFP. Accordingly, the Negotiating Team met with AON on December 13, 2022, and June 15, 2023, to negotiate a contract. Due diligence was conducted to determine AON's responsibility, including verifying corporate status, that there were no performance or compliance issues, and no adverse findings related to the responsibility of AON were found. PR 23133 Fiscal Impact: AON initially proposed to perform the services pursuant to this RFP for an aggregate fee of $941,812.00 over the term of the contract, inclusive of optional renewal periods, which is in line with industry standards for services of similar scope and nature. Negotiations with AON resulted in a savings of six percent (6%) from the originally proposed price, reducing AON's aggregate compensation to $885,303 over the term of the contract. The term of the contract for Employee Benefit Consulting Services is three (3) years, with the option to renew for two (2) additional one (1) year periods. Procurement hereby recommends award of a contract to AON. Your signature below will indicate approval of this recommendation. APPROVED: AP:cj July 31, 2023 1 13:48:58 EDT Arthur Nc(egaDate cc: Ann -Marie Sharpe, Director, Ris Pablo A. Velez, Senior AssistantAtto Yadissa A. Calderon, CPPB, NIGP-CP ss nt Director, Procurement (i/i <\6 PR 23133 TO Arthur Noriega V City Manager FROM: CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Annie Perez, CPPO Director/Chief Procurement Officer Procurement Department Recommendation: DATE: August 30, 2023 SUBJECT: Recommendation of Award for Request for Proposals (RFP") No. 1294386 Employee Benefit Consulting Services (Substitution) REFERENCES: RFP No. 1294386 Employee Benefit Consulting Services ENCLOSURES: Recommendation to Negotiate Memo Based on the findings below, the Department of Procurement ("Procurement") hereby recommends approval for the award of a contract to the highest ranked responsive and responsible Proposer, whom the City successfully negotiated with, AON Consulting, Inc. ("AON"), pursuant to Request for Proposals ("RFP") No. 1294386, Employee Benefit Consulting Services. Background: Procurement, on behalf of the City of Miami's ("City") Department of Risk Management ("Risk"), issued RFP No. 1294386 on January 3, 2022, under full and open competition, to obtain proposals from experienced and qualified firms for the provision of Employee Benefit Consulting Services. Proposers were required to meet all of the minimum qualification requirements established in the RFP, in order to be deemed qualified to provide said services. On May 9, 2022, eight (8) Proposals were received in response to the RFP. Subsequently, the Proposals were reviewed by Procurement for responsiveness, and one (1) Proposal was deemed non -responsive because it did not adhere to the requirements of the RFP. The Evaluation Committee ("Committee") met on October 11, 2022, and October 19, 2022, to review and evaluate the proposals. A discussion and evaluation of the Proposals occurred, and a consensus was reached by the Committee pursuant to the guidelines published in the RFP. Accordingly, the Negotiating Team met with AON on December 13, 2022, and June 15, 2023, to negotiate a contract. Due diligence was conducted to determine AON's responsibility, including verifying corporate status, that there were no performance or compliance issues, and no adverse findings related to the responsibility of AON were found. PR 23177 Fiscal Impact: AON initially proposed to perform the services pursuant to this RFP for an aggregate fee of $941,807.00 over the term of the contract, inclusive of optional renewal periods, which is in line with industry standards for services of similar scope and nature. Negotiations with AON resulted in a savings of six percent (6%) from the originally proposed price, reducing AON's aggregate compensation to $885,299.00 over the term of the contract. The term of the contract for Employee Benefit Consulting Services is three (3) years, with the option to renew for two (2) additional one (1) year periods. Procurement hereby recommends award of a contract to AON. Your signature below will indicate approval of this recommendation. APPROVED: l a AP:cj September 11, 2023 1 10:39:04 EDT Arthur Noriega V Date cc: Larry Spring, CPA, Chief Financial Officer/Assistant City Manager Ann -Marie Sharpe, Director, Risk Pablo A. Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Procurement PR 23177 DocuSign Envelope ID: 295DEF9F-AA6C-4B64-8243-ACC707EC4055 MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: November 10, 2022 City Manager FROM: Annie Perez, CPPO, Director/Chief Procurement Officer Procurement Department Recommendation: SUBJECT: Report of Evaluation Committee for Employee Benefit Consulting Services REFERENCES: Request for Proposals (RFP) No. 1294386 Based on the findings below, the Department of Procurement ("Procurement") hereby requests approval to negotiate a contract with the highest ranked responsive and responsible Proposer, AON Consulting, Inc. ("AON"), pursuant to Request for Proposals ("RFP") No. 1294386, Employee Benefit Consulting Services. Background: Procurement, on behalf of the City of Miami's ("City") Department of Risk Management ("Risk"), issued RFP No. 1294386 on January 3, 2022, under full and open competition, to obtain proposals from experienced and qualified firms for the provision of Employee Benefit Consulting Services. Proposers were required to meet all of the minimum qualification requirements established in the RFP, in order to be deemed qualified to provide said services. On May 9, 2022, eight (8) Proposals were received in response to the RFP. Subsequently, the Proposals were reviewed by Procurement for responsiveness, and one (1) Proposal was deemed non -responsive because it did not adhere to the requirements of the RFP. The Evaluation Committee ("Committee") met on October 11, 2022, and October 19, 2022, to review and evaluate the proposals. A discussion and evaluation of the Proposals occurred, and a consensus was reached by the Committee pursuant to the guidelines published in the RFP. The evaluation criteria were given respective weights for a maximum of one hundred (100) points per Committee member. The final scores are listed below in order of ranking: Proposer Technical Score (max. 400) Compensation Score (max. 100) Total Combined Score (max. 500) 1 AON Consulting, Inc. 374 82 456 2 Corporate Synergies Group, LLC d/b/a Foundation Risk Partners Public Entity 359 85 444 3 Gherig Group, a Risk Strategies Company 359 84 443 PR23026 DocuSign Er velope ID: 295DEF9F-AA6C-4B64-8243-ACC707EC4055 Inc.. 16 66 442 5 USI Services, Inc. 347 89 436 6 FBMC Benefits Management, Inc. 350 83 433 7 Mercer Health & Benefits, LLC 352 63 415 The Committee decided not to hold oral presentations, as the Proposals did not require further clarification. Due diligence was conducted to determine AON's responsibility, including verifying corporate status, and that there were no performance or compliance issues, nor any adverse findings related to the responsibility of AON. Prior to negotiations, Procurement will further review the Proposal submitted by the recommended Proposer. Negotiations: The Committee recommended that the City enter into negotiations with AON, the highest ranked Proposer. In the event the City and AON are unable to reach an agreement, negotiations with AON will be terminated and the City will enter into negotiations with the second highest -ranked Proposer. If negotiations fail with both the first and second -ranked proposers, the City will enter into negotiations with the third -ranked Proposer. If negotiations fail with the three (3) highest - ranked Proposers, the Committee recommends resoliciting for said services. The following individuals will participate in the negotiations: Charles Johnson, III, Sr. Procurement Contracting Manager, Procurement Ann -Marie Sharpe, Director, Risk Jair Espinoza, Benefits Manager, Risk Asseline Hyppolite, Administrator, Equal Opportunity / Diversity Program Jorge Davila, Executive Director, Risk and Benefits, Miami -Dade County Public Schools Consensus Statement: The Committee recommends AON for the following primary reasons: 1) AON and its key personnel have the necessary relevant experience, qualifications, and past performance history to provide the services required in the RFP, at the level required by the City; and 2) AON submitted a comprehensive Proposal, which detailed how the services could be performed in a manner that will meet the City's needs; and 3) AON's proposed compensation is $941,807.00 in the aggregate, which is within industry standards, and will be further negotiated in the best interest of the City. Copies of the score sheets for each committee member are attached, as well as the composite score sheet. APPROVED: I an'tuw 14" AP:cj November 14, 2022 1 15:20:16 EST Arthur Noriega V Date cc: Ann -Marie Sharpe, Director, Risk Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Procurement PR23026 (fit of Thami ANNIE PEREZ, CPPO ARTHUR NORIEGA V Chief Procurement Officer City Manager l ct IIF 'I August 1, 2023 All Responding Proposers (See Distribution List) SUBJECT: RFP 1294386, Employee Benefit Consulting Services Dear Proposers: The Evaluation of the proposals tendered in response to the above cited solicitation has been completed. The City Manager has recommended award as shown within the enclosed document. This notice is provided in accordance with Section 1.20 of the solicitation, and Sections 18-74 of the City of Miami Code. Our provision of this notice also serves to confirm the lifting of the Cone of Silence from this procurement action as dictated by Section 18-74 (d) (2) of the City of Miami Code. We appreciate the participation of all proposers which responded to the subject action. If you have any questions, please contact me at 305-416-1924 or cjohnson@miamigov.com. Sincerely, CiWdegfokaork Charles Johnson, III, NIGP-CPP Senior Procurement Contracting Manager Distribution List: AON Consulting, Inc. Corporate Synergies Group, LLC d/b/a Foundation Risk Partners Public Entity Services FBMC Benefits Management, Inc. Gallagher Benefit Services, Inc. Gherig Group, a Risk Strategies Company Mercer Health & Benefits LLC The Sejour-Gustave Firm, PLLC USI Insurance Services, Inc. Enclosure: City Manager's Award Recommendation Memo c: City Clerk Ann -Marie Sharpe, Director, Risk Management Pablo Velez, Senior Assistant City Attorney Annie Perez, CPPO, Director/Chief Procurement Officer Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Department of Procurement DocuSign Envelope ID: 295DEF9F-AA6C-4B64-8243-ACC707EC4055 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable City of Miami Commissioners DATE: November 10, 2022 and Honorable Mayor of the City of Miami SUBJECT: Report of Evaluation Committee for Request for Proposals (RFP) No. 1294386, Employee Benefit Consulting Services avfluw Abvity, FROM: Arthur Noriega V City Manager REFERENCES: RFP No. 1294386 ENCLOSURES: Evaluation Committee Approval Memo; Request to Negotiate Memo Honorable Mayor and Members of the City Commission: Pursuant to Financial Integrity Principle No. 12 of the City's Code, attached please find the Report of the Evaluation Committee for the subject solicitation. AP/cj cc: Ann -Marie Sharpe, Director, Risk Management Department Pablo Velez, Senior Assistant City Attorney, Office of the City Attorney Annie Perez, CPPO, Chief Procurement Officer / Director, Department of Procurement Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Department of Procurement PR23026 DocuSign Envelope ID: 295DEF9F-AA6C-4B64-8243-ACC707EC4055 MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: November 10, 2022 City Manager FROM: Annie Perez, CPPO, Director/Chief Procurement Officer Procurement Department Recommendation: SUBJECT: Report of Evaluation Committee for Employee Benefit Consulting Services REFERENCES: Request for Proposals (RFP) No. 1294386 Based on the findings below, the Department of Procurement ("Procurement") hereby requests approval to negotiate a contract with the highest ranked responsive and responsible Proposer, AON Consulting, Inc. ("AON"), pursuant to Request for Proposals ("RFP") No. 1294386, Employee Benefit Consulting Services. Background: Procurement, on behalf of the City of Miami's ("City") Department of Risk Management ("Risk"), issued RFP No. 1294386 on January 3, 2022, under full and open competition, to obtain proposals from experienced and qualified firms for the provision of Employee Benefit Consulting Services. Proposers were required to meet all of the minimum qualification requirements established in the RFP, in order to be deemed qualified to provide said services. On May 9, 2022, eight (8) Proposals were received in response to the RFP. Subsequently, the Proposals were reviewed by Procurement for responsiveness, and one (1) Proposal was deemed non -responsive because it did not adhere to the requirements of the RFP. The Evaluation Committee ("Committee") met on October 11, 2022, and October 19, 2022, to review and evaluate the proposals. A discussion and evaluation of the Proposals occurred, and a consensus was reached by the Committee pursuant to the guidelines published in the RFP. The evaluation criteria were given respective weights for a maximum of one hundred (100) points per Committee member. The final scores are listed below in order of ranking: Proposer Technical Score (max. 400) Compensation Score (max. 100) Total Combined Score (max. 500) 1 AON Consulting, Inc. 374 82 456 2 Corporate Synergies Group, LLC d/b/a Foundation Risk Partners Public Entity 359 85 444 3 Gherig Group, a Risk Strategies Company 359 84 443 PR23026 DocuSign Er velope ID: 295DEF9F-AA6C-4B64-8243-ACC707EC4055 Inc.. 16 66 442 5 USI Services, Inc. 347 89 436 6 FBMC Benefits Management, Inc. 350 83 433 7 Mercer Health & Benefits, LLC 352 63 415 The Committee decided not to hold oral presentations, as the Proposals did not require further clarification. Due diligence was conducted to determine AON's responsibility, including verifying corporate status, and that there were no performance or compliance issues, nor any adverse findings related to the responsibility of AON. Prior to negotiations, Procurement will further review the Proposal submitted by the recommended Proposer. Negotiations: The Committee recommended that the City enter into negotiations with AON, the highest ranked Proposer. In the event the City and AON are unable to reach an agreement, negotiations with AON will be terminated and the City will enter into negotiations with the second highest -ranked Proposer. If negotiations fail with both the first and second -ranked proposers, the City will enter into negotiations with the third -ranked Proposer. If negotiations fail with the three (3) highest - ranked Proposers, the Committee recommends resoliciting for said services. The following individuals will participate in the negotiations: Charles Johnson, III, Sr. Procurement Contracting Manager, Procurement Ann -Marie Sharpe, Director, Risk Jair Espinoza, Benefits Manager, Risk Asseline Hyppolite, Administrator, Equal Opportunity / Diversity Program Jorge Davila, Executive Director, Risk and Benefits, Miami -Dade County Public Schools Consensus Statement: The Committee recommends AON for the following primary reasons: 1) AON and its key personnel have the necessary relevant experience, qualifications, and past performance history to provide the services required in the RFP, at the level required by the City; and 2) AON submitted a comprehensive Proposal, which detailed how the services could be performed in a manner that will meet the City's needs; and 3) AON's proposed compensation is $941,807.00 in the aggregate, which is within industry standards, and will be further negotiated in the best interest of the City. Copies of the score sheets for each committee member are attached, as well as the composite score sheet. APPROVED: I an'tuw 14" AP:cj November 14, 2022 1 15:20:16 EST Arthur Noriega V Date cc: Ann -Marie Sharpe, Director, Risk Pablo Velez, Senior Assistant City Attorney Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director, Procurement PR23026 EVALUATION OF PROPOSALS RFP 1294386 Employee Beefit Consulting Services Jorge Davila (Miami -Dade County Public Schools) SELECTION PROPOSERS CRITERIA Maximum Points AON Consulting, Inc. FBMC Benefits Mana ement, g Inc. Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity Svcs Gallagher Benefit Services Inc. Gherig Group, a Risk Strategiesy Compan Mercer Health & Benefits ,LLC USI Services, Inc. Proposer's relevant experience, qualifications, and past performance 25 �� Z� 7i Z t 2't Z 2 1 2 3 Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 1 cl 11 1 19 11 il Proposer's approach to providing the services requested in the solicitation and ability to meet schedules 35 30 31 3 30 31 3 t TOTAL TECHNICAL POINTS 80 5 (7 —71 5- 6'6 6 ci-3 Proposer's Proposed Compensation 20 15 11 1 L7 1 if 1 S ! 3 19 TOTAL TECHNICAL and PRICE POINTS Technical & Price rows above){ 100 { `J �L f E` ?� Z �� Local Office Preference (5% of Technical Score) 4 0 O 0 0 0 0 TOTAL INCLUDING LOCAL OFFICE POINTS 104 10 gq S1 8 G/ g 3 10/1 V2022 EVALUATION OF PROPOSALS RFP 1294386 Employee Benefit Consulting Services Asseline Hyppol'te, City of Miami SELECTION PROPOSERS CRITERIA Maximum Points AON Consulting, Inc FBMC Benefits Management,Benefits, Inc. Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity Svcs Gallagher Benefit Services, Inc. Gherig Group, a Risk Strategies Company Mercer Health & LLC USI Services, Inc. Proposer's relevant experience, qualifications, and past performance 253}S �y �() g3 Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 ' i / / Proposer's approach to providing the services requested in the solicitation and ability to meet 35 5 3 ��, �-- 3� � --3-'-)schedules _-_-) -D- 3 Li 3- TOTAL TECHNICAL POINTS 80 0 0 0 0 0 0 0 Proposer's Proposed Compensation 20 C l 1 b J („ I j 5 / TOTAL TECHNICAL and PRICE POINTS (Technical & Price rows above) 100 0 0 0 0 0 0 0 Local Office Preference (5% of Technical Score) 4 0 (� 0 TOTAL INCLUDING LOCAL OFFICE POINTS 4 0 0 0 0 0 0 0 10/11/2022 EVALUATION OF PROPOSALS RFP 1294386 Employee Benefit Consulting Services Francisco Rios, City of North Miami Beach SELECTION PROPOSERS CRITERIA Maximum Points AON Consulting, Inc. FBMC Benefits Management, Inc. Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity Svcs J Gallagher Benefit Services, Inc. Gherig Group, a Risk Strategies Company Mercer Health & Benefits, LLC USI Services, Inc. Proposers relevant experience, qualifications, and past performance 25 a 3 , • 9- ? C. a 6- ' a 3 a. Q Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 Po a 0 a 0 a 0 a 0 A. 0 a CD Proposer's approach to providing the services requested in the solicitation and ability to meet schedules 35 3 0 3 1 3 3 3 3 3 b •b TOTAL TECHNICAL POINTS 80 -1 5 -1 3 1 D --t % 1 3 i.o 1 Proposers Proposed Compensation 20 t 1 1 1 f kD a 0 q 1- TOTAL TECHNICAL and PRICE POINTS (Technical & Price rows above) 100 9 q Q l ' 6 Local Office Preference (5% of Technical Score) 4 m- — '"— — TOTAL INCLUPOINTS ING LOCAL OFFICE 104 Q 91 (,Z j j 10/11/2022 EVALUATION OF PROPOSALS RFP 1294386 Employee Benefit Consulting Services Jair Espinoza, City of Miami SELECTION PROPOSERS CRITERIA Maximum Points AON Consulting, Inc FBMC Benefits Management, Inc. V Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity Svcs Gallagher Benefit Services, Inc. Gherig Group, a Risk Strategies Company Mercer Health & Benefits, LLC USI Services, Inc. Proposer's relevant experience, qualifications, and past performance 257.--T --z.--3". z-.3- Z Z Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 //jr "/> (e? / ' _j L I0 / 4- e Proposer's approach to providing the services requested in the solicitation and ability to meet schedules 35 -) '3 0 I 3 c! 30 �/ 0 "5 2- /q TOTAL TECHNICAL POINTS 80 Proposer's Proposed Compensation 20 / / , l -Y / T / O. / C l2 TOTAL TECHNICAL and PRICE POINTS (Technical & Price rows above) 100 Local Office Preference (5% of Technical Score) 4 — --SCL--- TOTAL INCLUDING LOCAL OFFICE POINTS 104 68 TO 4 a k (< \ e 10/11/2022 EVALUATION OF PROPOSALS RFP 1294386 Employee Benefit Consulting Services Marvin Adams, City of Miami Beach SELECTION PROPOSERS CRITERIA Maximum Points AON Consulting, Inc. FBMC Benefits Management, Inc. Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity Svcs Gallagher Benefit Services,Inc. Gherig Group, a Risk Strategies Company Mercer Health & Benefits, LLC USI Services, Inc. Proposer's relevant experience, qualifications, and past performance 25 A Q�l D �'Z� Z J 0 PO I Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 } 1 (011 1 r (� 1 1 Proposer's approach to providing the services requested in the solicitation and ability to meet schedules 351 ) v 3 0 b TOTAL TECHNICAL POINTS 80 'II 0 Yam/ 0 7a 0 -IA 0 cob 0 bio 0 b6 0 Proposer's Proposed Compensation 20 14 1(0 15 10\ 11 (a 14, TOTAL TECHNICAL and PRICE POINTS (Technical & Price rows above) 100 p' 0 U 0 cr 0 (�L.. 0 cb3 0 16 0 ; 0 Local Office Preference (5% of Technical Score) 4 ^ / —f/j)' TOTAL INCLUDING LOCAL OFFICE POINTS 120 9' 5 0 52\ 0 ,zl 0 s r1 0 g 0 `7s 0 S. 0 10/11/2022 COMPOSITE SCORES RFP 1294386 EMPLOYEE BENEFIT CONSULTING SERVICES EVALUATION OF PROPOSALS SELECTION PROPOSERS CRITERIA Proposer's relevant experience, qualifications, and past performance Maximum Points Per Member 25 Maximum Total Points (5 members) 125 AON Consultin g, Inc. 118 FBMC Benefits Managem ent, Inc. 105 Corporate Synergies Group, LLC d/b/a Foundation Benefit Partners Public Entity 110 Gallagher Benefit Services, Inc. 120 Gherig Group, a Risk Strategies Company 113 Mercer Health & Benefits, LLC 107 USI Services, Inc. 113 Relevant experience and qualifications of Key Personnel, and Subcontractors performing services 20 100 95 92 92 95 91 89 96 Proposer's approach to providing the services requested in the solicitation and ability to meet schedules 35 175 161 153 157 161 155 156 138 TOTAL TECHNICAL POINTS 80 400 374 350 359 376 359 352 347 Compensation 20 100 82 83 85 66 84 63 89 TOTAL TECHNICAL and COMPENSATION POINTS (Technical & Price rows above) 100 500 456.0 433.0 444.0 442.0 443.0 415.0 436.0 Local Office 20 Total Incl. Local Office PRINT NAME:17 6 /kr )--/tilt -rah tt jai-u, / 2 7 5 10/19/2022 7/27/23, 4:57 PM Detail by Entity Name DIVISION OF CORPORATIONS lr _/ `%/� Diver«y �'I !1 j r � f /1.•Vrg jD 6LP f Arrr[D'i'1 ufrku! Star© uj!!withs R144,3itV Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation AON BENEFITS & INSURANCE SERVICES, INC. Cross Reference Name AON CONSULTING, INC. Filing Information Document Number F06000003266 FEI/EIN Number 22-2232264 Date Filed 05/04/2006 State NJ Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 05/20/2008 Event Effective Date NONE Principal Address 200 E RANDOLPH STREET CHICAGO, IL60601 Changed: 03/14/2011 Mailing Address 200 E RANDOLPH STREET CHICAGO, IL60601 Changed: 03/14/2011 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Officer/Director Detail Name & Address Title Secretary, VP, Director CHO, JULIE 200 E RANDOLPH STREET CHICAGO, IL60601 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=AONCON.. 1/3 7/27/23, 4:57 PM Detail by Entity Name Title Treasurer, VP HAGY, PAULA 200 E RANDOLPH STREET CHICAGO, IL60601 Title AVP, Director, Asst. Secretary LEY, MICHELLE S 200 E RANDOLPH STREET CHICAGO, IL60601 Title PRESIDENT, CHIEF EXECUTIVE OFFICER GUILMETTE, DAVID 200 E RANDOLPH STREET CHICAGO, IL60601 Title Assistant Secretary, Director, VP Lee, Robert E., III 200 E RANDOLPH STREET CHICAGO, IL60601 Annual Reports Report Year Filed Date 2021 04/25/2021 2022 04/22/2022 2023 01/10/2023 Document Images 01/10/2023 --ANNUAL REPORT 04/22/2022 --ANNUAL REPORT 04/25/2021 -- ANNUAL REPORT 05/01 /2020 -- ANNUAL REPORT 01/18/2019 --ANNUAL REPORT 01/05/2018 --ANNUAL REPORT 04/15/2017 --ANNUAL REPORT 04/25/2016 --ANNUAL REPORT 04/21 /2015 -- ANNUAL REPORT 05/01 /2014 -- ANNUAL REPORT 04/16/2013 --ANNUAL REPORT 04/17/2012 --ANNUAL REPORT 03/14/2011 --ANNUAL REPORT 04/19/2010 --ANNUAL REPORT 04/27/2009 --ANNUAL REPORT 05/20/2008 -- Merger 04/11/2008 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=AONCON.. 2/3 7/27/23, 4:57 PM 04/19/2007 --ANNUAL REPORT View image in PDF format 05/04/2006 -- Foreign Profit View image in PDF format Detail by Entity Name Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=AONCON... 3/3 City of Miami Employee Benefit Consulting Services RFP#1294386 FEIN#22-2232264 May 9, 2022 Richard Kauffman 1001 Brickell Bay Drive I Suite 1000IMiami, FL +1.305.961.5963 richard.kauffman@aon.com LION May 9, 2022 Charles Johnson Procurement Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Dear Charles, 1001 Brickell Bay Drive Suite 1000 Miami , FL 33131 +1 305 961 5963 +1 954 336 7197 mobile richard.kaufman@aon.com Thank you for giving Aon the opportunity to participate in your search for a trusted advisor to provide employee benefit consulting services. Aon proudly served as City of Miami's (the City's) advisor from 2011 to 2017, and we appreciate the opportunity to resume our relationship as your trusted partner. Through our prior collaboration together, we accomplished the following: • Prior to Aon's partnership with the City of Miami, the City's annual wellness fund from Cigna was $25,000 per year. We were able to increase this amount eight -fold, to $200,000. • Before our engagement with the City of Miami, the annual pharmacy rebates that the City was receiving were $250,000. Through our efforts in negotiating with Cigna, the annual pharmacy rebates more than tripled to $800,000. Aon also improved the timing of rebate payments to the City, from once a year to quarterly. This resulted in improved cash flow for the City. In addition, Aon negotiated improved pharmacy discounts for the City. • During our tenure, the Affordable Care Act was implemented. Aon provided steadfast guidance and support to the City through regular and consistent communications in order to maintain compliance with the largest healthcare reform initiative in our country's history. Assuming that these terms had not changed, the City continued to benefit from our partnership after our contract expired. Healthcare benefits delivery and cost management have never been more challenging for employers. By engaging Aon as your benefits consultant, the City will have a true collaborator —one that is committed to service excellence, cost optimization, and proactive delivery of insights and solutions. A brief introduction to our firm At Aon, we aim to provide our clients with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business. Connecting our state-of-the-art data and analytics capability with the breadth of our global expertise, along with the depth of our experience, places us in a unique position to inform and advise businesses of the strategic risks and opportunities they face. This allows our clients to make and execute decisions with confidence. In our engagement with the City, we will have one mission: to provide world -class advice and services to reduce your cost of benefits and enhance your employee programs. Aon Proprietary and Confidential We offer the City: • A Comprehensive and Integrated Approach: Through our expertise, tools, and resources across the entire Aon organization, combined with data and analytics, we create new, truly unique insights and service offerings that address your specific goals. • A partner that understands the importance of excellent service: We survey hundreds of our clients every year to measure satisfaction and performance through our Client Methodology. Client feedback is very important to us and is measured on a scale of 1 to 10 (with a 10 being the highest score). Our average client rating is 9, meaning that our clients are more likely to recommend us to other clients. We've been measuring our Net Promoter Score (NPS) since 2009. It's critical that our colleagues understand the influence and impact they have on this metric, and we have strategies in place to make absolutely certain the services we provide our client base continue to improve. Our most recent NPS score was 80%. Comprehensive Public Sector Expertise: We have extensive experience with public entities, both locally and nationally, and understand your unique challenges. Based on our public sector experience, in-depth expertise, and extensive understanding of public sector plans and challenges, public entities like the City have selected Aon and have consistently scored us a "10/10" on our annual client satisfaction survey. Our team of expert advisors will help develop a strategy consistent with your goals and culture and execute a plan that meets your real -world expectations. We will bring unique insight to your firm based on our extensive experience with public sector clients. You will benefit from our best practice recommendations derived from that experience and the learnings we have gained about how to deliver real value to clients. Our proposal reflects our current understanding of your expressed needs in your request. We look forward to improving our knowledge of your organization, your culture, and your specific objectives throughout this process. Our aim is to illustrate how Aon can provide the best value, the best talent, and the best results to you and your organization. We understand that change is hard, especially when you have been with the same consultant for five years. It is our intention is to leverage the previous experience with Aon to ease the transition from your current provider. Aon's relationship with the City of Miami was always that of a trusted partner. It is our goal to create that sense of trust and reliability once again.. It has been our pleasure to put the accompanying proposal together for you, and we look forward to earning your business. Sincerely, Richard S. Kaufman Vice President / Heath Solutions Aon Proprietary and Confidential LION 1001 Brickell Bay Drive Suite 1000 Miami , FL 33131 TRADE SECRET INFORMATION May 9, 2022 Charles Johnson Procurement Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 RE: Public Records and Disclosure Requests Dear Mr. Johnson +1 305 961 5963 +1 954 336 7197 mobile Richard.kaffman@aon.com SENT VIA E-MAIL This letter pertains to the City of Miami ("City") Request for Proposals No. 1294386 for Employee Benefit Consulting Services (the "RFP") and the response submitted by Aon Consulting, Inc. ("Aon") dated March 30, 2022 (together with all cover letters, appendices and attachments thereto, collectively the "Response"). As you know, the Public Records Law, and the rules and regulations promulgated thereunder, may permit or require (upon proper request) disclosure of certain records or information of the City and/or other governmental agencies of the State of Florida (collectively, the "State"). However, trade secrets or non - published financial data may be deemed proprietary or confidential and, pursuant to the Public Records Law the City is not required to disclose proprietary or trade secret information pertaining to any code, pattern, formula, design, device, method, or process which is proprietary or trade secret information. As stated in the Response itself, the Response is, in its entirety, proprietary as a result of the fact that it contains much trade secret information, as well as other information which is proprietary and confidential to Aon. The Response contains many details regarding the business of Aon which are private and highly valuable, and which provide Aon significant commercial advantages. As a result, Aon takes considerable steps to maintain the confidentiality of the information contained in the Response. Moreover, the Response contains the type of information not customarily disclosed or made available to the public and a disclosure of the Response (or any portion or summary thereof) by the State would cause substantial harm to Aon's competitive position. Therefore, it is Aon's position that the Response and all of its contents related to pricing (with the exception of any original language reproduced directly from the RFP as part of the RFP response process) are exempt from disclosure by the State, in accordance with the Public Records Laws. As a result of the foregoing, Aon respectfully requests that the City maintain the entire Response in strict confidence and refuse to disclose or make available the Response (or any summary or portion thereof) to any third parties without the prior written consent of Aon. Additionally, Aon requests that, if the City receives any requests for disclosure of the Response (or any portion or summary thereof), the City immediately notify Aon of such requests in accordance applicable law. We thank you for the opportunity to respond to the RFP and look forward to the prospect of providing services to the City. If you have any questions regarding this letter, please contact me at richard.kaufmanPaon.com or 954.336.7197 Richard S. Kaufman Vice President Aon Consulting, Inc. Aon Proprietary and Confidential Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retaina 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 minimumof 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.B. 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 18-107or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: Please see Appendix D for a listing of exceptions. We (I) certify that any and all information contained in this submission is true; and we (I) further certifythat 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 inall respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSER NAME: Aon Consulting, Inc. ADDRESS: 1001 Brickell Bay Drive I Suite 1000, Miami I FI 33131 PHONE: +1.305.961.5963 FAX: n/a EMAIL: richard.kaufman(chaon.com CELL(Optional): +1.954.336.7197 SIGNED BY: �� `✓" �J� TITLE: Richard S. Kaufman / Vice President / Health Solutions DATE: March 30, 2022 Aon Proprietary and Confidential Certification Legal Name of Firm: Aon Consulting, Inc. Firm's Federal Employer Identification Number ("FEIN"): 22-2232264 Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Corporation Year Established: 1982 Office Location: City of Miami, Miami -Dade County, or Other Aon's Miami office will service the City, and is located at: 1001 Brickell Bay Drive, Suite 1000 Miami, FL 33131 Business Tax Receipt/Occupational License Number: Not applicable Aon Proprietary and Confidential Business Tax Receipt/Occupational License Issuing Agency: Not applicable Business Tax Receipt/Occupational License Expiration Date: Not applicable Will Subcontractor(s) be used? (Yes or No) No. If subcontractor(s) will be utilized, provide their name, address and the portion of the work they will be responsible for under this contract (a copy of their license(s) must be submitted with your bid response). If no subcontractor(s) will be utilized, please insert N/A.: Not applicable Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 10/1/21). If no addendum/addenda was/were issued, please insert Addendum 1—Received January 31, 2022 Addendum 2—Received February 18, 2022 Addendum 3 - Received February 25, 2022 Addendum 4 - Received March 7, 2022 Addendum 5 - Received March 22, 2022 Addendum 6 - Received March 30, 2022 Has Proposer reviewed the attached Sample Professional Services Agreement? Yes / No Yes. Acknowledge that if awarded, Proposer will be required to execute the Professional Services Agreement in substantially the attached form. In addition, Proposer must acknowledge that certain clauses (including #2 Term, #6 Audit and Inspection Rights and Records Retention, #8 Public Records, #9 Compliance with Federal, State and Local Laws, #10 Indemnification/Hold Harmless/Duty to Defend, #13 Termination; Obligation Upon Termination, #15 Non-discrimination, and # 23 City Not Liable for Delays) are non- negotiable. Aon Proprietary and Confidential Aon Consulting, Inc. ("Aon" or "we") understands the contractual and regulatory requirements that the City of Miami ("City" or "you") must comply with, but we have generally found most government entities have enough flexibility in their terms to negotiate and address Aon's business and legal concerns. We have attached our standard consulting agreement, though such is not intended as a replacement for the City's Professional Services Agreement (the "Agreement") and have included the below comments and clarifications to provide background and allow a comparison to Aon's position. Should we be selected as the winning bidder, we would like to discuss the contracting process and jointly determine the appropriate path forward to reaching an agreement with you. You can expect Aon to employ a very partnering and flexible approach to the contracting and negotiation process. We find the following provisions are generally those that we discuss most frequently with our clients during the negotiation process; though there may be others based on the nature of the services to be provided. Termination Aon requests that this provision be mutual. In addition, in the event of a termination for cause, Aon would like to propose a mutually agreeable time period for both parties to cure any defaults. Indemnification and Limits of Liability Aon will to the extent practical and reasonably necessary, perform corrective services to the extent that it makes an error in the performance of services. Aon is willing to accept liability for its errors up to an agreed - upon annual cap. For other breaches of the Agreement (such as intellectual property infringement, criminal misconduct, willful misconduct, etc.), Aon is willing to accept total liability. Aon is willing to accept only direct liability in connection with the Agreement, and therefore, to the extent permitted by law, Aon expects to be indemnified by our clients from and against all third -party claims (including, most significantly, claims by a client's plan participants) related to Aon's services. To the extent that any third -party claims causes losses, damages, etc., to our clients, Aon will be liable for such losses, damages, etc., subject to the limitations described above. Aon expects a mutual exclusion for any consequential and indirect damages. Insurance Aon has in place insurance policies that are applicable to its operations and with limits meeting the requirements requested. We have found that certain additional insurance requirements requested by clients may not be appropriate for our services and would not be agreed to by our industry's insurance carriers. Proprietary Information and Confidentiality Subject to applicable FOIA obligations, Aon recognizes and is highly sensitive to the confidential nature of the information it is provided regarding its clients and their participants. Accordingly, Aon imposes stringent confidentiality obligations on its personnel. Aon employs numerous procedures and safeguards to ensure that such information remains confidential, and we are happy to discuss the safeguards Aon places on our clients' information. Given the value to Aon of its proprietary information, we would expect the inclusion of mutual confidentiality provisions. Aon requires some flexibility with regard to the use of clients' information in a de -identified and aggregate format and would need to keep a copy of all information for archival purposes. Ownership In order to continue its provision of consulting services to our clients, current and prospective, Aon must retain sufficient ownership rights in its proprietary information and know-how. Aon builds upon its proprietary information and know-how, which in turn distinguishes Aon from its competitors and enables us to better serve our clients. Consequently, Aon retains ownership of its underlying technology (whether pre- Aon Proprietary and Confidential existing or newly developed), while our clients are granted a license to use such materials as they are embedded in any deliverables. Our clients will continue to own all information that they provide to Aon to perform the services, and any final deliverable, subject to the licensing rights of embedded Aon proprietary information. Audit Aon is willing to support annual financial audits at its cost and expense upon reasonable notice. In addition, Aon would like to modify any audit language to ensure that confidentiality is maintained with regard to any documents that are inspected or subject to audit. With respect to assistance with additional audits, depending on the nature and frequency, Aon would like to reserve the right to discuss and negotiate at the time of the request or have any additional audits considered as additional services, billed at our then standard billing rates. Assignment Aon requests the right to subcontract or assign tasks under an agreement to an Aon affiliate and/or subsidiary in common control with Aon. Payment Terms Aon requests that any payment terms include an interest rate of 4% per annum applied to late payments. In addition, Aon requires its clients to pay a miscellaneous expense amount at Aon's then standard rate (currently 7%) to cover miscellaneous client -related expenses. Warranty Aon stands behind its work and the resulting deliverables. Aon is occasionally subject to lawsuits and claims arising in the normal conduct of its business. None of such prior lawsuits or claims has had, and management does not expect the outcome of any pending matter to have, a material adverse effect on the business, financial condition, or results of operations of the company. Aon Proprietary and Confidential Table of Contents Executive Summary 9 Scope of Services 11 Proposers Minimum Qualifications 15 Proposer's, Relevant Experience, Qualifications. and Past Performance 20 Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services 32 Proposed Approach to Providing the Services 34 Price Proposal 56 Appendix 57 Appendix A: State of Florida License 58 Appendix B: Team Biographies 59 Appendix C: Reference Letters 68 Appendix D: Standard Consulting Agreement 71 Aon Proprietary and Confidential Executive Summary Aon is pleased to present to the City of Miami (the City) our proposal for employee benefit consulting services. Building on 70 years of experience in health and benefits consulting, Aon delivers the unmatched resources of a global organization with the responsive service approach of a local firm, with our project team located fully in South Florida. Our Health Solutions Consulting practice serves approximately 5,000 clients in the United States, of which over 225 are public sector entities. Aon is fully committed to resuming our successful partnership with the City, which will enable us to deliver exceptional services to you. Our experienced professionals are keenly aware of the unique challenges and solutions in the public sector industry and possess the expertise to assist the City in the strategic consultation regarding the design and effectiveness of your current and future employee benefit offerings. In today's economy, many of our public sector clients face unprecedented challenges in providing high - quality, affordable benefits while facing tight budget constraints. Aon is helping many public sector clients navigate these difficult times through innovative human capital and risk management strategies —strategies targeted to leverage available revenue, provide competitive total rewards to employees, and advance the government's mission of providing quality services to taxpayers. We are confident we can partner with and help the City achieve its objectives. The following is our understanding of the City's business requirements and our proposed solution to address each requirement: Public Sector Experience Aon's size of health and welfare public sector business is our second largest industry sector. We have 225 clients in the public sector, including unionized organizations that are supported by our Health Solutions practice. Over many decades of serving the public sector, Aon has acquired in-depth knowledge about the needs specific to your industry and how to best meet those needs. Powerful Tools and Data to Drive Decisions Aon believes that data should drive decisions, and you can't manage what you can't measure. As a result, we invest millions of dollars annually to build and maintain the most extensive healthcare and general benefits databases, knowledge databases, and the technologies and tools to make the most of this data. Factoring in our actuarial expertise, a number of our proprietary actuarial tools and models are considered the leading tools in the industry. Benefit to the City Our Public Sector practice works with our consulting teams to develop solutions for public sector organizations as they face challenges affecting health and welfare benefits. This was critical when we helped to guide the City through healthcare reform and is just as important in guiding our clients through the challenges of COVID-19. Benefit to the City Aon's tools and methodologies combine to provide sound and dependable data that will help the City make appropriate decisions regarding your goals — such as reducing flexible benefits costs while improving productivity and minimizing risk —and achieve them efficiently and effectively. Aon's expertise resulted in significant improvements in pharmacy terms with the City's PBM. Aon Proprietary and Confidential 9 Spirit of Innovation We believe that innovation is imperative —and we invest in a manner that supports this belief. Aon has a continually growing, extensive group of solutions that we can use on the City's behalf; in fact, we have legacies of innovations we have been building for decades, including reinventing benefits choice delivery ahead of the market (flexible benefits, consumer choice models, exchanges, etc.) and first -to -market health data analytics (including our Health Value Initiative (HVI)TM tool and Integrated Analytics Intelligence (IAI)). Commitment to Workplace Diversity, Equity, and Inclusion (DEI) Like the City, we believe DEI drives the best insights, advice, and outcomes for our clients, our firm, and our communities. We know an inclusive culture drives diversity, which makes us a better, stronger company. We value the diversity of ideas, experiences, and perspectives that come with having colleagues from different cultures, nations, genders, age, sexual orientation, and physical abilities. Embracing differences is key to our distinctive Aon United culture. Benefit to the City Aon's innovative culture allows us to provide the City with market -leading solutions. Your Aon team will keep you apprised of solutions that we can use on the City's behalf; and as we do so, please know that we will access solutions that suit your needs and goals. In addition to securing significant increases in wellness funds when we served as the City's benefit consultant, Aon also brought innovative ideas on the use of those funds. Benefit to the City By having a strong commitment to inclusion and diversity, we attract and retain the best talent, which develops high -performing teams, enables innovation, creates client value, and delivers positive business results. At Aon, we believe supplier diversity plays an integral role in supporting the needs of our stakeholders to create long-term value If Aon is selected as the City's strategic partner on this opportunity, we would be happy to have a discussion with the City about our diverse supplier program processes and the scope of services and jointly determine the appropriate support Aon can drive to help the City demonstrate its commitment within the marketplace in which it operates. Partnering With Aon Our promise is simple: We will deliver the services you need —efficiently, on time, and cost effectively — operating as an extension of your staff through an interactive process. We look forward to discussing our proposal with your benefits team to answer any additional questions you may have, demonstrate our approach to serving our clients, and further illuminate how we can partner to manage your employee benefit program. Richard S. Kaufman/Vice President/Heath Solutions/Aon Consulting, Inc. +1.305.961.5963 I +1.954.336.7197 (mobile) Aon Proprietary and Confidential 10 Scope of Services Number Service SPECIFICATIONS / SCOPE OF WORK Background The City of Miami, ("City"), is contracting for the provision of a broad range of benefits consulting services in support of the City's Employee Benefits Program. the City's Employee Benefits program, administered by the Group Benefits Division of the City's Risk Management Department, provides a wide array of benefits to eligible employees, retirees, Consolidated Omnibus Budget Reconciliation ("COBRA") participants, and eligible dependents. Benefit plans include group medical, dental, vision, term life, supplemental life, voluntary loan program, pre -paid legal services, identity theft protection, Retiree Medicare Eligible Part D, disability, pension benefits, Internal Revenue Service ("IRS") Section 125 flexible spending accounts. General Requirements and Services to be Provided: a) b) c) d) The Successful Proposer's responsibilities shall include, but not be limited to: Self -Funded Plan Performance and Monitoring and Auditing The successful Proposer shall: Monitor the performance of, and compliance with, all established contractual requirements of the self -funded medical plan, including reviewing, and approving any annually updated Summary(ies) of Benefit Coverage ("SBC") and similar documents, and/or amendments. Secure statistical reports, etc., directly from the third -party administrator's depository to evaluate and ensure compliance with contracted performance standard levels. Successful Proposer shall ascertain whether or not financial penalties for performance non-compliance have been properly recorded, and liquidated damages assessed against third -party administrator. Conduct semi-annual onsite claims audit of self -funded plans at administrator's facility, as deemed necessary by the City, to include review and compliance with contractually established: Performance Standards Payment Accuracy of Claims Coding Accuracy of Claims Plan Provisions Accuracy Any errors identified by Successful Proposer must be properly classified as financial or non -financial, and presented in a written findings report semi- annually, or upon completion of the audit, to the Project Manager. Conduct a semi-annual audit of the Pharmacy Benefits Management Program ("PBM") Agreement, for the review and compliance of all formulary rebates, to determine if the City receives guaranteed rebate amounts, in accordance with contractual obligations. Aon Proprietary and Confidential 11 Number Service Aon Agrees e) f) 2. a) Request directly from the City's Third -Party Administrator, the Quarterly Rebate and Annual Reconciliation Report, for the purpose of its review and subsequent briefing of the Project Manager on findings and conclusions. Assist in coordinating the compilation, verification and reporting of necessary census or reports for actuarial analyses as needed. Strategic Review of Benefit Plan Designs The Successful Proposer shall: Monitor the performance of, and compliance with, all established contractual requirements of the City's Employee Group Benefits Program. b) Analyze all current City employee benefit options and plans, and recommend changes as necessary, based upon market analysis, legislation, and availability, to better meet the City's Employee Benefits Program's service objectives, identify opportunities for cost containment if applicable, and/or better terms of service. c) Attend the City's monthly Healthcare Insurance Committee meetings, comprised of Union leaders and/or representatives, City HR Labor, City Benefits and others, and provide technical and expert support to the City as part of its bargaining unit driven commitments. Support and responsibilities shall include, but are not limited to: Assist in the agenda preparation of, and participate in, the meetings Assist in documenting meeting minutes, provide feedback on prior meeting elevated or take -away items L(iii) Conduct in -person or virtual presentations as needed on topics such as, but not limited to: (a) Rates (b) (c) Eligibility Coverage Issues (d) Emerging Trends (e) Critical Success Factors (f) I Financial Reports (iv) d) e) f) If needed assist in coordinating and co -hosting educational workshops/presentations on key legislation affecting any employee benefits for City Risk Management employees, union officials, fiduciary administrators, and other service providers. Provide strategic and operational, technical support to the City by identifying opportunities for enhancing current and future benefit plans, including funding designs, to broaden the reach and efficacy of City employee benefit offerings. Provide professional consulting, and legal advice on the review of recommended plan amendments, and for other benefits -related matters, as necessary, to ensure compliance with federal, state and local legislation. Strategize with the City on short-term and long-term health and wellness objectives in terms of benefits plan design and funding and alert the City of any significant variations that would warrant redesign. Aon Proprietary and Confidential 12 Number Service Aon Agrees h) b) d) 4. b) d) Advise the City in establishing strategic goals with respect to the City's employee benefit plans and the continuing branding of Risk's Employee Wellness Program, Stay Active Miami ("SAM"), for the purpose of improving the overall health of the employee population, while managing cost-effectiveness and increasing wellness engagement. Attend City health and wellness meetings scheduled monthly, weekly, or as needed by the City; assist in procuring health and wellness vendors for City of Miami Group Benefits sponsored events, such as employee Health Fairs, educational seminars and/or similar events. Federal, State and Local Legal Compliance, Research Services and Related Requirements The Successful Proposer shall: Provide research, advice, and interpretation of federal, state and local benefit regulations and legislation, upon the City's request. Provide professional consulting support and advice on specific research, compliance -related issues, and other general matters, as deemed necessary by the City. Provide timely updates of proposed and effectuated changes in the legal environment that affect employee benefits (i.e., Employee Retirement Income Security Act ("ERISA"), Patient Protection Affordable Care Act ("PPACA"), COBRA, Health Insurance Portability and Accountability Act ("HIPAA") and IRS Sections 123, etc.), including and tax law newsletters or special advisories released. Review plan design documents of self -funded medical and IRS Section 125 flexible benefits plans, for compliance with applicable governing laws. Obtain IRS private letter rulings for the City, as necessary and applicable, at the discretion of the City, in consultation with the Successful Proposer. Ensure compliance with all PPCA provisions/requirements. Provide necessary and supporting calculations for any benefits related to IRS payments / fees. Development of Request for Proposals (RFP) / Request for Qualifications (RFQ) Proposal / Qualifications Review and Negotiations Provide assistance and technical expertise in the development of RFP's/RFQ's for procurement of any and all group benefits products to be issued by the City. Provide assistance and technical expertise in reviewing competitive RFP's/RFQ's, including the establishment of appropriate performance standards, in development by the City. Assist in the formulation of technical responses to clarifications inquiries received from prospective proposers to be issued via addenda to an RFP/RFQ. Provide assistance in assessing qualifications and analyzing data provided in proposals received from prospective proposers. Successful Proposer is required to participate as subject matter expert, offering comprehensive analysis as a non -voting member in the Evaluation/Selection Committee meetings as deemed necessary by the City, at its sole discretion. Aon Proprietary and Confidential 13 Number Service Aon Agrees f) a) b) d) e) f) g) h) i) Test the adequacy of proposed provider and pharmacy networks, analyze hospital, physical and pharmacy discounts, perform geographic -access match studies and conduct medical provider/prescription disruption analyses. Provide assistance to the City, as deemed necessary by the City, in assessing the rates and fees proposed by the Proposers - and in negotiation strategy for competitive rates, discounts and services for current and future projects. Other Related Duties The Successful Proposer Shall: Provide ongoing support, review and interpretation of plan provisions and IRS regulations for Section 125 flexible benefits plan; Develop employee communications, including formulation of employee surveys, and focus groups, as deemed necessary by the City. All findings and statistical analyses conducted shall be presented, in writing, to the Project Manager upon completion; Conduct Benefit Plan modeling, as requested by the City; Work collaboratively with other City consultants, and the Office of the City Attorney, and any other City representatives as deemed necessary by the City; Attend meetings with various providers under contract with the City, or with City staff not directly involved with the Employee Benefits Program, at the Project Manager's request; At the City's request, but not less than semi-annually, present to the City for consideration, a list of three (3) to five (5) critical topics that are relevant to employee benefit programs and health/welfare. the City will identify the topics that best align with its objectives, at the City's sole discretion. The Successful Proposer shall prepare an analysis that identifies observations and recommendations for the City to consider; Provide ad -hoc analysis and benefits related reporting to the City, as deemed necessary by the City; and Provide other related consulting services, as identified by the City. Provide guidance and direction in maximizing benefits of on -site clinic to city employees. Aon Proprietary and Confidential 14 Proposers Minimum Qualifications For a Proposer to be deemed responsive, the following minimum qualification requirements cited below shall be satisfied. In determining said responsiveness, each such minimum qualification requirement shall be addressed indetail in the Proposal submittal. Failure to meet each such following minimum qualification requirement and/or failure to provide sufficient detailed documentation concerning the same, shall result in the Proposal being deemednon-responsive. Proposers Shall: a) Have at least ten (10) years continuous experience, with the same Federal Employer Identification Number, providing employee health benefit consulting services, similar in scope as described in the RFP, Section 3.1, Specifications/Scope of Services, for public sector groups of 3,000 employees or greater; Aon Consulting, Inc., 22-2232264, has over 70 years of continuous experience providing the services outlined in this RFP. Through our experience, global reach, and state-of-the-art analytics, we are better able to help clients meet rapidly changing, increasingly complex and interconnected challenges. We can bring the value of our global and national breadth of experience to the benefit of local employers such as the City. Our client -focused approach has brought consistently strong year -over -year growth and stability to our firm. Some highlights of our recent financial performance include: • 50,000 colleagues around the world $11.1 B 2020 annual revenue 0 worldwide premium 120+ countries with Aon clients $04.8B market capitalization (as of October, 2021) $300B AON placements NYSE symbol Consulting Expertise Aon's Health Solutions Consulting practice includes the top talent and thought leaders in the industry. Our team of 1,800 U.S. healthcare experts includes specialized actuaries, physicians, clinicians, pharmacists, attorneys, and consultants. With more than 70 years of human resources experience and the ability to provide a comprehensive range of consulting services, our consulting capabilities include: Aon Proprietary and Confidential 15 Consulting Capabilities Understand Anticipate Execute Financial/Actuarial Consulting Wellness & Health Transformation Vendor Management, Renewal, RFPs Data Warehouse & Analytics Clinical & Claims Audit Plan Performance & Benchmarking Compliance & Legal Consulting Strategy & Design Public Sector Expertise Aon's Health Solutions Consulting Public Sector practice has a mission to leverage our firm's considerable expertise and intellectual capital to: • Enhance delivery of our specialty services and products to all clients • Facilitate sharing of ideas, information, best practices, and resources • Anticipate and communicate challenges and opportunities in the market • Develop innovative HR/benefits solutions of value for our clients Aon's size of health public sector business is our second largest industry sector. Our practice consists of over 100 practitioners with expertise in actuarial, legal, underwriting, accounting, clinical, data analytics, customer service, information technology, and management. We provide advice and develop solutions for more than 225 public sector clients of all sizes across the country, representing a broad array of entities: Aon Proprietary and Confidential 16 Aon's Health Solutions Consulting Public Sector Industry Practice a national practice consisting of: 0 0 0 n1"Y Ir"1 0999 I . Provides consulting services to Over 100 consultants and actuaries from across. the country °ver 225 states, cities, counties, and public agencies around the country Our public sector consulting & brokerage capabilities bring creep subject -specific knowledge across the categories of health • Procurement Expo°i _roc and Carrier Negotiation Services • Bargain rij Support • ExchanguLoons • Wellness Programs • Vendor Management • Bench mark' ng • Public sector clients In state • Large city clients Include. + Atlanta • Baltimore • c hIcago • Columbus + Los Angeles r—Q OCI 1J Public sector entities • States • K-12 School Districts • Municipalities • Transportation authorities $ Public utilities • Consortiums rand Pools * Retiree Trots * Federal Government * Medicaid • Omaha • Philadelphia. • Portland, OR • Raleigh • Sean Francisco • Sara Jose. * Sean,.` Aon has operated under the same Federal Employer Identification Number for at least the last 10 years. Aon Proprietary and Confidential 17 b) Be an active registered corporation with the State of Florida Department of State, Division of Corporations; Confirmed. Aon Consulting, Inc. is licensed in all states, is registered with various Secretaries of State as required by law, and is regulated by each state Insurance Department/Department of Financial Services. In addition, each state's Attorney General can also exercise regulatory oversight. Aon plc, the ultimate parent company, is a publicly traded company and is regulated by the Securities and Exchange Commission. Please refer to Appendix A for a copy of our Florida license. c) Must be an independent consulting firm and not affiliated with any insurance company, third party administration agency, or insurance provider network. Confirmed. Aon is authorized to work with all major health plan vendors in the market (including more than 50 TPAs and re -insurance carriers) as well as many local providers. We manage more than $100 billion in health and welfare spend each year. Aon clients represent from 10% to 25% of the book of business for many health, life, and disability vendors. At the same time, we are an independent consulting company with no contractual obligations to any vendors, third -party administrators, or provider networks. Aon maintains an objective position within the marketplace, which allows us to best assess the needs and goals of our clients. d) Have a Lead Managing Consultant, who will be assigned to the City of Miami account, who possesses a minimum of seven (7) years' experience in progressively responsible administrative oversight of public sector benefits, and the application of State of Florida regulations, as of the proposal submissiondate; and Confirmed. The lead consultant for the City of Miami, Richard Kaufman, has over 30 years of progressively responsible experience in the oversight of public sector benefits and the application of State of Florida regulations. Please refer to Appendix B for Richard's biography, outlining his experience and expertise. e) Have never filed for bankruptcy, be in sound financial condition, have no record of civil litigation or pending lawsuits involving criminal activities of a moral turpitude, and shall not have conflicts of interest with the City. Confirmed. Aon has never filed for bankruptcy. In our fiscal year 2020 (January 1, 2020 through December 31, 2020), Aon reported total revenues of $11.1 billion. Aon operates under a single P/L with five revenue streams: Commercial Risk Solutions, Reinsurance Solutions, Wealth Solutions, Health Solutions, and Data & Analytic Services. Please note, we do not break down revenue by offerings within each line. Aon Proprietary and Confidential 18 2020 Financial Summary We have provided a summary of our 2020 financials: Income Statement Sales (Total Dollar Revenues) $11,066,000,000 Net Income $1,969,000,000 (net Income attributable to Aon) Operating Income (Operating Profit) $2,781,000,000 (GAAP basis) Balance Sheet Total Current Assets $18,684,000,000 Total Current Liabilities $17,433,000,000 Total Shareholders' Equity $3,583,000,000 Additional information on our company's financial results can be found on our website at: http://ir.aon.com Insurance brokerage and consulting is a highly regulated business. As a member of the insurance brokerage and consulting community, Aon may have provided responses to inquiries and investigations by state, local, and federal governmental regulatory agencies in connection with the operation of its business. No past or present inquiry or investigation has, or is reasonably expected to have, a material adverse effect on Aon's financial condition or operations or its ability to provide services. Aon has implemented a Global Conflicts of Interest Policy and mandated training to ensure that all colleagues understand and observe the policy. If a conflict of interest or potential conflict of interest is observed, colleagues have several compliance resources that allow appropriate steps to be taken to disclose and resolve any conflict of interest. To our knowledge, there are no known current relationships, including former colleagues of either company, that would materially affect our companies doing business together. Additionally: Neither the Proposer nor any principal, officer, or stockholder of Proposer shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to performfaithfully on any previous contract with the City. Confirmed. Neither Aon nor any principal, office, or stakeholder is in arrears or in default of any debt or contract involving the City (as a party to a contract or otherwise); nor have failed to perform faithfully on any previous contract with the City. Aon Proprietary and Confidential 19 Proposer's, Relevant Experience, Qualifications. and Past Performance a) Describe the Proposer's organizational history and structure, past performance and state the number of years the Proposer has been in business, using the same FEIN, providing a similar service(s). Provide the number of employees and the primary markets served, Aon Overview Aon plc (NYSE: AON) exists to shape decisions for the better —to protect and enrich the lives of people around the world. Our colleagues provide our clients in over 120 countries with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business. Aon's experience, global reach, and state-of-the-art analytics mean that we are better able to deliver the insights and advice that help today's companies protect and grow their organizations. The end benefit of all that we do is enabling our clients to make better decisions. Commercial Risk Solutions Shifts in technology, economics and geopolitics are creating unprecedented volatility. We help clients identify, measure and manage their risk exposure. th tions Health is declining, costs are rising and workers have vastly different needs. We help companies improve employee health and wellbeing while managing costs. Businesses, governments and communities need to become more resilient. Our expertise and insight help (re)insurers navigate uncharted territories and create more relevant solutions. Global business is becoming increasingly difficult to navigate. We help employers, fiduciaries and investment officers optimize results and provide a more secure future for their stakeholders. We have provided services across the full range of human capital management consulting services for decades: • Health and welfare: 70 years • Benefits brokerage: 70 years • Communication: 50 years • Global benefits: 25 years • Health and welfare audit: 30+ years • Prescription audit: 20 years • Data warehouse consulting: 15+ years • Voluntary benefits/elective benefits: 35+ years • Actuarial services for health plans (health and benefits): 50+ years • U.S. Retirement Actuarial: 85+ years (began in 1934) • U.S. Pension Administration: 80+ years (began in 1940) • U.S. Investment Consulting: 45+ years (began in 1974) Aon Proprietary and Confidential 20 • Delegated Investment Consulting (U.S. and Canada): 10+ years (began in 2009) • Canada Investment Consulting: 55+ years (began in 1965) • Canada Retirement Actuarial: 55+ years (began in 1965) • Canada Pension Administration: 55+ years (began in 1965) • Compensation: 75+ years • Customer Engagement Surveys/Analytics: 45+ years • Assessments: 45+ years Our client -focused approach has brought consistently strong year -over -year growth and stability to our firm. Some highlights of our recent financial performance include: • 50,000 colleagues around the world $11.1B 2020 annual revenue 120+ countries with Aon clients $64.8B market capitalization (as of October, 2021) $300B AON worldwide premium NYSE symbol placements Aon History Aon is a Gaelic word meaning "oneness." We chose the name Aon in 1987, and it perfectly captures the essence of our history with roots that go back more than 100 years. Building strength through oneness has been a singular focus for Aon since the modern-day organization was launched with the merger of Ryan Insurance Group and Combined International Corporation in 1982. Aon's rapid expansion and success in the global marketplace over the last 30 years is a testament to hard work, organic growth, and investment that is unprecedented in the industry. The power of Aon United is the culmination of a decade -long integration of our capabilities to deliver the best of our global firm to local clients. From Hudig-Langeveldt, Benfield Group, and Hewitt Associates, to the acquisitions of cut-e, Stroz Friedberg, and The Townsend Group, each has been a building block allowing Aon to better address the needs of our clients. The graphics below highlight our journey to continually address the current and future needs of our clients through strategic mergers and acquisitions: Aon Proprietary and Confidential 21 A 35+ year journey to create a leading global professional services firm, culminating in a decade -long integration of our capabilities to deliver the best of our global firm to local clients 1985 Building the Foundation Braking and underwriting businesses Acquired advisory capabilities Global growth through M&A Optimizing the Engine Divested underwriting businesses Introduced a common client methodology Divested outsourcing businesses Moved to one brand Aon's Acquisition Story: Adding Specialty Capabilities to Support Client Needs Focused on Consulting and Advisory Created Aon Business Services Developed Innovation at Scale strategy 2021 Delivering on the Potential via Our Aon United Blueprint Established Delivering Aon United Implemented Inclusive People Leadership model June Aug Oct Dec Jan Aug Dec 30 18 31 18 19 22 1 2016 2016 2016 2016 2017 2017 2017 Univers Workplace Solutions Cammack Health Stroz Friedberg Admix Vero Insurance Unirobe New Zealand Meeus Group Dec Jan May Jan Feb Apr 29 19 22 7 4 7 2017 2018 2018 2020 2020 2020 The Townsend Group Burchfield Group 601West CoverWallet Cytelligence Inc. The Farmington Company Henderson Insurance Broking Aon Proprietary and Confidential 22 Employees and Offices Aon's Health Solutions practice consists of 1,800 U.S. colleagues located in 51 offices throughout the U.S. 51 offices in the U.S. nnnnnnn u u u n ll ll u 0 0 0 0 0 0 0 li nnnnnn 300+ 1,800 actuaries, actuarial students, and U.S. colleagues underwriters Innovation & Specialty Solutions 200+ colleagues focused on: • Time Away & Life • Voluntary Benefits Solutions • Pharmacy • Health Transformation • Audits Team • Executive Benefits • Health Analytics Intelligence • Legal & Compliance • Delivery System Transformation Aon Proprietary and Confidential 23 b) Provide a list of all principals, partners, officers, owners and/or directors of Proposer, including joint ventures and/or sub-consultant(s), if applicable. Aon Executive Team Greg Case, Chief Executive Officer Eric Andersen, President Christa Davies, Chief Financial Officer Andy Weitz, Chief Marketing Officer Maggie Westdale, Chief Financial Officer Business Leslie Follmer, Head of IR & ESG Lisa Stevens, Chief People Officer James Platt, Chief Operating Officer Darren Zeidel, Chief Legal Officer Amanda Nguyen, Chief of Staff Jennifer Bell, CEO North America Lambros Lambrou, CEO Commercial Risk Solutions Carlo Clavarino, Executive Chairman International Julie Page, CEO United Kingdom Dave Guilmette, CEO Health Solutions Lori Goltermann, CEO Enterprise Clients Eduardo Davilla, CEO EMEA Andy Marcell, CEO Reinsurance Solutions Alejandro Galizia, CEO LATAM Paul Rangecroft, CEO Wealth Solutions Anne Corona, CEO Asia -Pacific Aon Proprietary and Confidential 24 Greg Case Chief Executive Officer Jennifer Bell CEO North America Julie Page CEO United Kingdom Eduardo Davilla CEO EMEA Alejandro Galizia CEO LATAM Anne Corona CEO Asia -Pacific Eric Andersen President Lambros Lambrou CEO Commercial Risk Solutions Dave Guilmette CEO Health Solutions Andy Marcell CEO Reinsurance Solutions Paul Rangecrott CEO Wealth Solutions Carlo Clavarino Chairman International Lori Goltermann CEO Enterprise Clients Christa Davies Chief Financial Officer Andy Weitz Chief Marketing Officer Maggie Westdale CFO Business Jillian Slyfield Chief Innovation Officer Leslie Follmer Head of IR & ESG Lisa Stevens Chief People Officer and Head of Global Human Capital Solutions James Platt Chief Operating Officer Darren Zeidel Chief Legal Officer Amanda Nguyen Chief of Staff c) Indicate whether the City has previously awarded any contracts to the Proposer. If so, discuss the nature of contract, types of services performed, and the term of the contract. Aon previously provided employee benefit consulting services to the City from 2011 to 2017. Aon Proprietary and Confidential 25 d) Provide a list of five (5) comparable contract (similar in scope of services to those requested herein), which Proposer has either ongoing, or has completed within the past ten (10) years. The description should identify for each project: Client Description of work Total dollar value of the contract Dates covering the term of the contract Client contact person and phone number Statement of whether Proposer is/was the prime contractor or subcontractor; if Proposer was the subcontractor, name the Prime Detail Proposer's responsibilities and the results of the project Client Description of Work #1 School District of Escambia County Full benefits consulting services, actuarial services, broking services Total Dollar Value of Contract $87,000 Dates Covering the Term of Contract 2013 to current Client Contact Person Kevin Windham Client Contact Phone Number +1.850.469.6218 Prime Consultant or Subcontractor Jonathan Anderson/Aon Was Scheduled Completion Time Met - if Yes not, please provide explanation Client Description of Work #2 School District of Lee County Consulting services, including actuarial, renewal, marketing services Total Dollar Value of Contract $400,000 Dates Covering the Term of Contract 2012 to current Client Contact Person Bonnie McFarland Client Contact Phone Number +1.239.337.8687 Prime Consultant or Subcontractor Jonathan Anderson/Aon Was Scheduled Completion Time Met - if Yes not, please provide explanation Aon Proprietary and Confidential 26 Client Description of Work #3 City of Tavares Full employee benefits consulting services Total Dollar Value of Contract $155,000 Dates Covering the Term of Contract 2006 - Current Client Contact Person Crissy Bublitz Client Contact Phone Number +1.352.742.6211 Prime Consultant or Subcontractor Luci-Ann Tafuri Was Scheduled Completion Time Met - if Yes not, please provide explanation Client Description of Work #4 School District of Indian River County Full benefits consulting services, actuarial services, broking services Total Dollar Value of Contract $287,000 Dates Covering the Term of Contract 2004 to 2011, 2015 to current Client Contact Person Amy Yeiter Client Contact Phone Number +1.772.564.3000 Prime Consultant or Subcontractor Luci-Ann Tafuri Was Scheduled Completion Time Met - if Yes not, please provide explanation Client Description of Work #5 Lee County Government Full benefits consulting services, actuarial services, broking services Total Dollar Value of Contract $175,000 — Dates Covering the Term of Contract 2013 to current Client Contact Person Lynne Peterson Client Contact Phone Number +1. 239.533.2111 Prime Consultant or Subcontractor Jonathan Anderson Was Scheduled Completion Time Met - if Yes not, please provide explanation Aon Proprietary and Confidential 27 Specify whether or not the scheduled completion time for each project was met; if not met, please provide an explanation. The requested completion time information is included in the prior response. Where possible, list and describe those projects performed for government clients or similar size private entities (excluding and work performed for the City of Miami). Confirmed. Project details provided were performed for similarly sized government and private entity clients. In the event that Proposer has not performed five (5) comparable contracts within the past ten (10) years, Proposer should provide information that demonstrates its ability to perform the required services, as detailed within Section 3, Scope of Services. A response to this question is not applicable as Aon has performed and provided the requested information on five comparable contracts that demonstrate our ability to perform the required services. Aon Proprietary and Confidential 28 e) Provide information concerning any prior or pending litigation or proceedings, either civil or criminal, involving Proposer, its partners, managers, other key staff members, and its professional activities or performance, that Proposer has been involved in which may affect the performance of the services to be rendered herein, if applicable. State the nature of the litigation, a brief description of each case, the outcome or projected outcome, and the monetary amounts involved. Discuss any bankruptcies involving Proposer, its partners, manager(s), or other key staff members, if applicable. As might be expected, an organization the size and complexity of Aon plc ("Aon") has a range of litigation pending in the ordinary course of its business. Details of litigation filed against Aon are available in Aon's annual Form10-K filing (Note 16) and Aon's quarterly Form 10-Q filing (Note 15), which are available on Aon's website (www.aon.com). Although the ultimate outcome of all such matters cannot be ascertained, it is the position of Aon that the disposition or ultimate determination of such claims will not have a material effect on the financial position of Aon or any of its subsidiaries nor impact our ability to perform services. Aon has never filed for bankruptcy. f) Provide a minimum of three (3) references on the letterhead of the client to whom services of a similar nature were provided. the City reserves the right to contact any reference as part of the qualification process. Please refer to Appendix C for references on the letterhead of clients to whom we provided services of a similar nature to those requested by the City. g) Provide information or documentation to Proposer's qualifications and experience from which the City can benefit under this contract Aon recognizes public sector clients require an array of specialized expertise and, through our diverse Public Sector practice, is committed to serving the public sector in a variety of ways. We offer our public sector clients customized, end -to -end solutions to health and benefits management designed for impact involving a systematic, transparent approach that includes the following: • Assisting in the development of an overall long-term strategic plan to manage cost and deliver quality employee and retiree benefits • Delivering benchmarking tools and resources to help develop and review short-term and long-term strategic objectives • Monitoring available surplus to pay claims and ensuring that the plan is well -funded knowing the plan is unable to draw funds from other sources • Helping monitor and maintain compliance with federal and state laws. Our Health Solutions Legal Consulting practice consults with our clients on compliance regarding a wide range of federal and state laws related to health and welfare plans. • Performing healthcare claims data analysis to project and manage costs and measure the impact of changing demographics, while using our proprietary tools to evaluate provider discounts and their impact on healthcare spend • Projecting the potential impact of regulatory compliance elements and evaluating alternatives for mitigating the impact Aon Proprietary and Confidential 29 • Conducting actuarial valuations of Other Postemployment Benefits (OPEB) liability under GASB 43/45 • Developing retiree healthcare strategy, including the evaluation of EGWP, RDS, Medicare Advantage, and retiree exchanges • Developing innovative risk management systems and incorporating proven actuarial models • Providing comprehensive data analytics and clinical support in order to delve more deeply into health cost drivers, to develop real -world action plans for cost savings • Assisting in vendor selection and management, including assessing and benchmarking performance, in preparation for contract negotiations • Assisting vendor selection committees by providing objective, expert evaluation while educating members to help come to a consensus • Developing executive level reports for oversight boards, committees, and state executives, showing current plan status and recent costs, cost drivers, effect of program changes, and current demographics • Providing auditing services, such as: o Claims processor performance review and assessment o Audit and gap assessment of current HIPAA procedures o Prescription drug audits, including claims, rebates, clinical, and operational audits o Dependent audits o Reviewing and revising Absence Management programs, including Family and Medical Leave Aon is well -positioned to partner with the City because of our significant experience working with public sector entities. We offer our public sector clients customized, end -to -end solutions designed that impact the following: Focus on cost reduction, not cost shifting —Our consulting approach focuses on developing solutions that reduce cost with little or no impact on employees. Key to this focus is our proven ability to help clients change their benefits programs to increase efficiency, program quality, and resulting return on investment. For example, because public employees do not readily accept benefit cuts, we look to strategies such as value -based design, high -quality networks, ACOs, and patient -centered medical homes. These programs can be a "win -win" for employees and employers, and they tend to resonate well with state government constituents. Highly experienced account team —We understand that public sector employers want to know their service team has experience with helping other public sector employers solve similar problems. Your proposed service team is familiar with issues facing public sector employee populations. They will combine that experience with creativity to develop viable solutions and help you navigate necessary channels as you obtain approval. Accomplished actuarial team —We understand the pressures of your industry and the need to present complicated, detail -oriented information to oversight committees and boards. With decades of experience servicing public sector clients, our actuaries have made hundreds of presentations to committees and boards and know how to clearly articulate complicated results. Significant market leverage and negotiating power —With our scale of purchasing coverage, we can help you achieve cost savings. We use our substantial market clout with insurance carriers, TPAs, and other vendors to negotiate the best premiums, services, and associated prices for our clients. In addition, we help our clients secure the most advantageous service agreements and performance guarantees by leveraging what we have negotiated for similar public sector entities. Aon Proprietary and Confidential 30 Benchmarking & Sharing of Ideas—Aon's benchmarking tools and resources provide meaningful information in developing the City's short-term and long-term strategic objectives. We understand our public sector clients face similar challenges and organize healthcare forums (pre-COVID) and webcasts to share ideas and best practices. Partnering with us provides access to Aon's public sector shared information on topics of particular interest to your industry. Extensive experience working with committees made up of labor, staff, management, and elected officials — Many public sector benefit programs and vendor selections are overseen by committees. We have extensive experience presenting to and working with joint committees to achieve a positive outcome. Breadth and depth of local and national resources —We have more than 100 consultants working with public sector clients. These industry experts come from a variety of disciplines, including actuarial, legal, underwriting, accounting, clinical, data analytics, customer service, information technology, and management. Many of our colleagues have worked in the public sector across a wide variety of roles. Many of our experts work with private sector clients as well. This diversity of experience allows for the unique opportunity to bring innovative cost management solutions from both the public and private sectors. Finally, our team's vast expertise allows us to keep the City informed of legislative and regulatory issues that could present challenges for our public sector clients. Complete objectivity and full disclosure of our fees —This is critical in the public sector. We conduct business openly and without favor toward any vendor or product. Unlike some brokers, we do not sell any proprietary insurance products, nor are there any financial incentives for us to do so. By doing business this way, we are able to maintain complete objectivity and serve the best interests of our clients. All revenue received for services will be fully disclosed to the City each year. h) Describe any relevant industry/subject matter expertise, including any experience in the requested services listed herein, and any unique or proprietary project methodologies relevant to the requested services. By partnering with us, you will get the benefit of top -tier thought leadership and perspectives customized to the City's needs. We keep our clients abreast of what is happening in Washington with our written briefs. We hold forums, in -person seminars, and webinars for clients to learn, share information, and exchange ideas. We give public sector clients the opportunity to tell us about their healthcare plans and programs in our annual surveys, which are shared among public sector respondents. We also share our innovation with public sector clients through our game -changing points of view on the future of healthcare. You will get industry -leading thoughts and perspectives, customized to your needs. We continually keep clients apprised of what is happening in Washington with our written briefs. We hold forums for clients to learn, share information, and exchange ideas in our webcasts. We give public sector clients the opportunity to tell us about their healthcare plans and talent programs in our annual surveys, which are shared among public sector respondents. We also share our innovation with public sector clients through our game -changing points of view on the future of healthcare and retirement. Finally, in the spirit of collaborative learning, we will bring emerging best practices to the City from the collective experiences of our private sector and over 225 public sector clients. Aon Proprietary and Confidential 31 Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services a) Provide an organizational chart showing the Proposer's Lead Managing Consultant and all key personnel, including their titles, to be assigned to this project. All key personnel include all partners, managers, seniors and other professional staff that will perform work and/or services in the project resulting from this solicitation. The chart must clearly identify the Proposer's employees and any subcontractors or sub -consultants. This information shall include the general functions to be performed by key individuals and the subcontractors or sub -consultants. Our proposed account team will offer best -in -class value by providing the City not only their expertise but also flexibility, openness, and a whatever -it -takes attitude. We have developed a team composed of the members outlined below that will be further supported by our industry -leading analytic tools, databases, and other resources. Aon's Service Team for City of Miami Account Management Richard S. Kaufman Lead. Managing Consultant Miami, FL Subject Matter Experts Time and Away Life and Disability JR Shamley SVP Practice Leader Tampa, FL VBES Enrollment Solutions and Voluntary Benefits Amanda Brooke Kross Lead Actuary Vero Beach, FL Audits Management of Medical and Pharmacy Audits Ann Fulton Vice President Atlanta, GA Rx Services Pharmacy Chip Balser PhII DeNucci Vice President Vice President Hammonton, NJ Bloominton, MN Rita Masson! Assistant Vice President Miami, FL Scott Logan Senior Analyst Miami, FL Health Transformation Team Member WellBeing Melissa Tucker Vice President Miami, FL Aon Proprietary and Confidential 32 "Our colleagues' expertise and relentless focus on meeting the needs of our clients are what set us apart in a highly competitive market. Quite simply, our people are absolutely critical to our long-term success. This is why we work every day to create an environment where they can do their best work." — Greg Case, CEO, Aon plc b) Describe the experience, qualifications, and other vital information, including number of years of relevant experience on previous similar projects, of the Lead Managing Consultant and all key personnel who will be assigned to this project. We are committed to meeting your standards for responsiveness, quality, and stability —and to do so cost effectively. We achieve this objective by maintaining one of the largest health and benefits consulting practices with 1,500 colleagues, including more than 300 healthcare actuaries and actuarial students. At the end of the day, it is the combined talents of experienced individual team members who make the difference for our clients. Our client teams are carefully matched to each proposed engagement, with senior consultants leading each team. Please refer to Appendix B for the qualifications, experience, and expertise of the account team members. c) Provide resumes, if available, with job descriptions and other detailed qualification information on the Lead Managing Consultant and all key personnel who will be assigned to this project. Please refer to Appendix B for the qualifications, experience, and expertise of the account team members. Note: After proposal submission, but prior to the 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 Lead Managing Consultant and key personnel identified in its proposal. In the event that one of our proposed core team members would leave the company or be reassigned, Aon would communicate the change proactively to the City. Aon Proprietary and Confidential 33 Proposed Approach to Providing the Services a) Describe Proposer's approach to project organization and management, including the responsibilities of Proposer's Lead Managing Consultant and Proposer's key personnel, and key personnel of any subcontractor or sub -consultant, that will perform work in this project. Your Account Executive, Richard Kaufman, will work closely with the team members working on each project stream to review deliverables, understand your unique requirements, and ensure that we provide the best possible options and recommendations for the City in a timely manner. Ob Discover Approach: We collaborate to gain a deep understanding of your business Result: Confidence that we understand your day-to-day operations and long-term strategic goals 00 Develop Approach: We connect global and sector expertise with data and analytics to identify insights and predict outcomes Result: Advice and solutions that ensure you can make decisions with clarity and confidence 0 Deliver Approach: We take pride in partnering with you, taking a collaborative, hands-on approach Result: Contribution to decisions that will drive the success of your business To facilitate successful project management, we plan an initial meeting with the City and your vendor partners to officially kick off our partnership. We also schedule ongoing weekly or biweekly meetings during the first six months of transition. Ongoing status calls with the City give us an opportunity to discuss completed work and activities as well as plan for upcoming activities. At the close of each meeting, we will have a clear understanding of items such as specific issues with each health and benefits plan, project plan milestones, key deliverable dates, and a clear definition of a satisfactorily completed project task. As we progress together, we will hold monthly status meetings with you to make sure your needs are being met and to keep you abreast of any industry and/or legislative updates that may affect the management of your programs. In future years, we also recommend an annual review meeting in which we would debrief on the prior year's work, develop improvement plans (as needed), and plan the upcoming year. We establish project plans for all activities, and we manage our team closely to deadlines without compromising the quality of deliverables. In addition, we provide regular communication (primarily via email) on developments in the health and benefits industry and relevant federal legislation. Aon will provide a weekly progress report to the City to help keep apprised of progress or closure of any issues. Aon's objective is to provide you world -class support, leading to peace of mind, which ultimately allows you to effectively focus your resources on delivering superior benefit programs to your employees. Aon Proprietary and Confidential 34 b) Provide Proposer's operational plan that clearly indicates how the Proposer plans to provide the services requested in this Solicitation. The Proposer's operational plan must detail how the Proposer intends to fully satisfy the service requirements outlined within Item A, General Requirements and Services to be Provided, of Section 3.1, Specifications/Scope of Work, of this RFP. Meetings Reporting Solutions & Compliance Implements January February March April • New Plan Year Begins • Review Enrollment Results and Impact on Reporting Renewal • Stewardship/Strategy Meeting • Executive Benefits Strategy Meeting • Strategic Health and Wellness Planning Meeting • Annual IBNR True -Up • Implement Design 180 Reporting Tool • December Year-end • Compliance Score • Post -Renewal Actuarial Work -Up Meeting • Year -End Medical and Pharmacy Utilization/ Strategy Meeting • Year -End Reporting Package Review • January Reporting Package Review Meeting • Benchmark Current • Medicare Part D Benefits & Health Online Disclosure Costs Due • Utilization Meeting • Voluntary Benefits Marketing Meeting • Annual Healthcare Forum • Stewardship & Strategy Meeting • Client Methodology discussion • Strategic Health and Wellness Planning • February Reporting • Compliance Package Review Scorecard Meeting • First Quarter Medical and Pharmacy Utilization Meeting • 5500 Preparation • March Reporting Package • Quarterly Reporting Package Review • Actuarial/Financial— Evaluation of Alternate Funding Options & Contributions Aon Proprietary and Confidential 35 Meetings Reporting Solutions & Compliance Implements May June July August September October November December • Communication Planning Meeting • Renewal Kickoff Meeting • April Reporting Package • Online Employee Benefits Survey • Face -to -Face Employee Education Meetings • Pre -Renewal Actuarial Work -Up Meeting • Clinical Meeting • Renewal Kickoff Meeting • Medical Renewal Strategy Meeting • May Reporting Package • Semiannual Plan Compass Report • Benchmark Current Benefits and Health Costs • Second Quarter Medical and Pharmacy Utilization Meeting • June Reporting Package • Quarterly Reporting Package Review • Voluntary Benefits Marketing Meeting • Communication Planning Meeting • July Reporting Package • August Reporting Package • PICORI Fee Due • Form 5500 Filing Due Without Extension • FERMA Meeting • Train the Trainer — Annual Enrollment • Annual Enrollment Communications • Medicare Advantage Renewal • Annual Enrollment Preparation • Finalize All Renewal Decisions • Third Quarter Medical and Pharmacy Utilization Meeting • September Reporting Package • Quarterly Reporting Package Review • Annual Enrollment Preparation • Train the Trainer — Annual Enrollment • Annual Enrollment Communications • Medicare Part D Credibility Notices Due • Form 5500 Filing Due With Extension • • Face -to -Face Employee Education Meetings • October Reporting Package • Annual Enrollment Meeting Support • Transitional Reinsurance Fees Due • Clinical Meeting • Annual Stewardship and Strategy Meeting • November Reporting Package • Semiannual Plan Compass Report • Client Methodology Survey • Commission Disclosure Aon Proprietary and Confidential 36 c) Describe in detail the manner in which Proposer will monitor the performance of the City's self - funded medical plan. As part of our initial strategy session discussions with the City, Aon will work with the City to determine the cadence of claims and utilization reporting. At a minimum, Aon will provide: • Monthly experience reporting developed by our in-house actuarial team that will focus on medical and pharmacy spend, as well as large claimant reporting. Aon will review with the City the manner of presentation of the reporting and ensure that it captures the data that the City requires. • A monthly report that tracks experience to budget. • Monthly lag reporting to help determine continued financial liabilities and appropriateness of reserves. • Utilization reporting, in a sense "the trees that make up the forest." This reporting will focus on the avenues of care (i.e., inpatient, outpatient, urgent, ER, telemedicine), the demographics of claims (employee, spouse, children), pharmacy utilization (retail, mail order, generic, brand), and deeper assessment of catastrophic claimants. We will also engage the carrier and their internal resources (underwriting, medical management). Aon believes that use of the data will be a basis for actionable information as it relates to future decision -making. Aon excels in the area of vendor management. We are uniquely positioned to manage third -party vendors on your behalf based on: • Our years of experience in managing both simple and complex vendor relationships and activities on behalf of many clients • The respect and leverage Aon has with the vendors in the marketplace. We treat vendors with respect and are respected in return. It is key for us to maintain excellent working relationships with vendors to be able to serve our clients well • Our extensive knowledge of the various vendors' operations. Each year, we perform more than 100 audit and operational assessments of our vendors. These are performed on -site at every major vendor. On several occasions, vendors have hired us to provide advice on how to improve their operations Managing carrier relationships is critical to achieving great results. We regularly meet with each of the carriers and vendors in the marketplace —both on client -specific matters and for general information -sharing purposes. We host senior leadership meetings twice a year to exchange strategic and innovative ideas with health plans and other vendors. We also assign senior health plan relationship managers to keep open lines of communication with senior management at key carriers during the year. Aon has developed efficient working relationships with all carriers. Our online interfaces for renewals and eligibility transmissions through Aon Health Resource, and the streamlined collection of RFI/RFP information on a national basis, have proven to be a win -win for our clients and their carriers. Our consultants are uniquely qualified to assist with escalated issues related to provider networks, claims administration, member services, account management, eligibility processing, and premium/fee payment issues, because we understand the health plans' processes and limitations through daily interaction on behalf of many of our clients. Due to the large volume of healthcare business we manage, most of the major health plans have assigned senior regional/national account executives to manage their firms' overall relationships with us. These contacts can bypass much of the internal bureaucracy that exists at many of the health plans to support what Aon and our clients are trying to accomplish. Our consultants have direct access to these health plan liaisons to support the City. Aon Proprietary and Confidential 37 Vendor Management Approach Monitor Performance Guarantees & Escalate if Necessary Facilitate Implementation & Integration Coordinate Between Client, Vendor, & Outsourcer Anticipate Vendor Issues with Potential Impact Ensure Prompt Issue Resolution Manage Vendor Deliverables Member Satisfaction • Partnership • Communication Efficiency Employer Satisfaction Measuring the performance of the plan and your carriers is critical to program success and ensuring that progress is being made toward your objectives. As part of our strategy setting process, we develop performance benchmarks and activities that will enable the City to clearly measure progress. In addition, we view the updating and/or development of performance guarantees as a critical component in contracting with your vendors. We recommend a mix of financial and non -financial performance guarantees categorized into five areas: • Financial Accuracy —Is the vendor paying the correct amount? • Administrative Accuracy —Is the vendor processing claims accurately (using proper procedure codes, correct address, etc.)? • Customer Service —Is the vendor providing best -in -class customer service (first -call resolution rates, speed of answer, hold times, abandonment rates)? • Employee Satisfaction —Is the vendor generating a high level of satisfaction with their claims processing, member services, clinical services, and networks? • Account Management —Is the account management team providing the City with best -in -class service (responsiveness, reporting, new ideas, proactive interventions, etc.)? We also suggest regular meetings (e.g., quarterly) to monitor vendor performance, including performance guarantee updates as well as network and capability updates. We can be as involved in these meetings as the City needs us to be —we can facilitate these meetings on your behalf or participate in the annual meeting each year. Aon Proprietary and Confidential 38 d) Provide the recent, current, and projected workload of the Proposer, and the general workload of those key employees to be assigned to this engagement. Discuss in general the anticipated percentage of time to be dedicated to this engagement by each assigned staff member. Prior to assigning any account members to a client account, we take a close look at each team member's overall level of expertise, experience with similar clients or industries, and the current workload of our team members to ensure that they can provide undivided, exemplary service. Current workloads for the City's proposed team are as follows: Richard Kaufman Lead Managing Consultant 25% current clients Rita Massani Assistant Vice President 25% current clients Scott Logan Senior Analyst 25% current clients Amanda Brooke-Kross Lead Actuary 10% current clients The City will represent approximately 25% of the team's workload. Aon Proprietary and Confidential 39 e) Describe the methodology that will be used in order to audit the plan's compliance with all contractual / regulatory requirements. Audits Aon's audit group was formed over 35 years ago when we originated and implemented the first -ever medical plan audits for our clients. We have steadily built our audit expertise since that time and continue our industry leadership role today as we complete hundreds of audit -related projects each year. These projects include regular medical, dental, vision, and FSA audits, as well as implementation audit projects involving those products or benefit programs. Aon's audit group is composed of consultants who conduct audits full time. Our consultants have an average of more than 20 years of healthcare insurance industry experience. In addition to the expertise we bring in our audits: • Aon provides "Past 20 Audits" graphs included in our audit deliverables. Critically important in ASO fee negotiations and in helping set contract guarantees, these graphs provide a bottom -line reading on the client's medical plan administrator's competency. • Another feature of our audits is the "Operational Report Card" we provide that compares plan service capabilities to industry "best practices" in key areas. This information is extremely valuable during negotiations. • The reports we provide to clients include (a) a critique of service contract performance guarantees and related revision recommendations; (b) a schedule of service -related reports the client should receive from the medical vendor being audited; and (c) an accurate quantification of overpayments made to the vendor and assistance obtaining restitution. • Aon has a unique 5-star grading system (including facility organization and staffing; and claim administration, customer service, and audit programs) that will let our clients know how well each administrator has performed during our audits compared to industry best practices. Types of Audits Aon conducts a variety of audits that can help the City ensure that its benefit programs are appropriately administered. The colleagues involved in various types of audits bring specialty expertise to their tasks: the audit team performing medical, dental, and vision audits perform these audits regularly; colleagues performing pharmacy audits are pharmacy experts, etc. Aon Proprietary and Confidential 40 What Types of Audits Do We Conduct? Fee Transparency Pharmacy Pre -Implementation, Due Diligence, Rebate O Pre -Implementation, Due Diligence Operational Assessments O 0 Medical, Dental, Vision, STD, LTD, Life, FSA, COBRA Leave Administration O 0 Medical Management, Condition Management Wellness Clinical Approach We evaluate participant claims that were processed by the vendor compared to the plan document. Audits are performed for the following reasons: • To assure fiduciary responsibility in a self -insured environment • To improve vendor service levels and performance guarantees • To identify financial savings • To validate that programs are delivering as expected Aon's auditors will look for programming accuracy, payment accuracy, and quality objectives —and will recommend corrective actions if needed. Audit Methodology At a high level, our proposed approach for performing audits is as follows: Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Step 7 Information Planning Operational Audit of Report & Administrator Finalize Gathering Meeting Assessment Claims Presentation Responses Audit Details concerning each step in our assessment process are described on the following pages. Aon Proprietary and Confidential 41 Step 1: Information Gathering Our audit team will review the appropriate the City medical plans, pharmacy plans, and clinical programs for the City and how they are intended to be administered. We will review the following information before our project work actually begins: • Employee booklets describing the various the City benefit plans • Service contracts describing the administrator's claims and plan management responsibilities and the City performance guarantees in place with the administrator To conduct the audits, your administrators will require the execution of confidentiality agreements that we will initiate immediately. Step 2: Planning Meeting At our planning meeting, we will confirm goals, responsibilities, and the actual on -site work at each administrator. The key areas we want to discuss include the following: • Roles and responsibilities of each member of the Aon and the City team to ensure efficient management of time and resources • Service measurement definitions —We will review the administrative contract with the City to establish objective audit points and to ensure that we fully understand the various service guarantees and objectives in place on the account • Key service issues to better understand if there are any unique service or administration challenges the City may have experienced with the administrators • Overall timing and project plan to confirm all parties are in agreement with the overall process and timing of the audit projects The meetings will help ensure the audits cover all of the plan management, claims handling, clinical, pharmacy administration, and customer service assistance issues the City thinks are important to the success of the project. Step 3 Operational Assessment Once we determine the final scope and priorities associated with the audits, we will contact the City's account executives at the administrator and management at the service facilities to make arrangements for the on -site work. We will also provide the administrator with comprehensive discussion guides describing the process we will follow during the operational assessment portions of the audits. The operational assessments will be performed at the specific service site responsible for administering the City account. The medical plan assessment meetings will involve interviewing all key service personnel at the service facility responsible for the administration of the City's account. During the meeting, we will discuss all of the important and crucial procedures in place to deliver services to the City participants. In summary, the following areas of plan operation will be thoroughly analyzed during the meeting: • Organization and appropriateness of staffing and training applicable to personnel assigned to the City account • Effectiveness of inventory control systems and corresponding plan administration and operational procedures • Claim adjudication procedures and system edits and controls to process claims • Customer service metrics, procedures, and overall reporting capabilities in place on the City account Aon Proprietary and Confidential 42 • HIPAA compliance and data security procedures and effectiveness and adequacy of the most recent SSAE 16 report prepared by each administrator • Subcontracted vendor oversight systems and procedures • Efficiency of each administrator's claim appeal procedures, compliance to DOL timeliness requirements, and client reporting capabilities • Effectiveness of pre -admission certification, concurrent review, discharge planning, retrospective claim review, and large case management procedures • Audit or internal quality review procedures performed by each administrator's personnel, how well these programs compare to industry norms, and credibility of reported results being provided to the City • Accuracy and timeliness of procedures in place to load and update provider contract and fee schedule changes • Overpayment identification, recovery procedures, and adequacy of client reports related to overpayment recovery activities • Cost -management programs and activities, including fraud prevention and fraud abuse identification and recovery, subrogation, and coordination of benefits administration practices and procedures • Procedures in place to ensure accuracy of the City's plan information programmed on each administrator's claims and customer service systems Clinical Operational Review The clinical operational assessments will be attended by an Aon clinician who will be responsible for evaluating the administrator's performance as it relates to pre -admission certification, concurrent review, discharge planning, retrospective claim review, and individual and large case management. The Aon clinician will also review contract compliance with a focus on medical utilization and medical management policies. Our purpose will be to determine whether these reviews are actually being performed and to determine the value being received by the City through these processes. In addition, our clinician will be consulted, as necessary, during the claim audits. The clinician will evaluate clinical logic, determine appropriateness of hospital confinements, answer medical necessity questions, and provide input related to medical case management situations. Prior to the on -site audit, we send an operational assessment questionnaire to your vendor. The questionnaire focuses on: • Staffing, training, turnover, case load • Systems capabilities, integration between systems, capabilities for system base case identification • Triggers for case management • Overall process overview Once we have received the vendor's responses to the questionnaire, we will review the questionnaire response with the City and vendor telephonically before the on -site audit. This response provides background information that is necessary for understanding and directing the on -site assessment. During the operational assessment, the Aon team will work closely with the vendor's account executives. Together we will address any issues and begin to draft process improvement opportunities. Aon Proprietary and Confidential 43 Step 4: Audit of Claims Medical Claim Audits The medical plan audit of claims will each take our team about five days to complete. Each claim within our audit samples will be recomputed for completeness and accuracy on the administrator's claim system. Aon will use a random, stratified sample of 220 claims during each medical plan audit. A sample of 220 medical claims has a statistical confidence level of 95%, plus or minus an interval of 3.75%, that any similarly selected sample will produce like results. It is critically important to note that your administrator will agree the sample is large enough to provide an accurate picture of their claim processing performance on the City account. Each medical claim will be entirely recomputed on the administrator's claim system. The testing process will verify the following: • Claimant's eligibility for the City's plan benefits • Completeness of physician or provider data • Correct application of the City's deductibles, coinsurance levels, copayment levels, and/or plan maximum provisions • Accurate application of the proper provider fees and allowances • Accurate application of COB and subrogation plan provisions, when appropriate • Application of appropriate administrative cost -management techniques • Coding of claim data indicating the appropriate City plan member, type and date of service, charge amount, etc. • Controls within the administrator's claim system to prevent the payment of duplicate charges and other ineligible expenses • Accuracy of the administrator's benefit calculations and application of provider discounts, when appropriate • Verification that benefit payments were made to the proper parties • Determination of claim processing turnaround time performed by the administrator Pharmacy Claim Audits Our prescription drug electronic audits are developed and managed by Aon's pharmacy team using a third party's state-of-the-art claims reprocessing engine versus an internal consulting house audit practice. We feel the pharmacy team, which is negotiating and implementing all different types of PBM arrangements, resolving PBM service issues, and working with clients on a daily basis to manage drug utilization to drive better health outcomes, is in the best position to oversee PBM audits. Our deep subject matter expertise and more than 60 years of industry experience in our Pharmacy practice leadership team assures our audit clients of a high -value, insight -driven process that focuses on actionable recommendations to improve the process and outcomes going forward. We also have strong relationships with management outside of the client audit department at leading PBM providers, which helps ensure cooperation and commitment to resolve issues. In addition, we are committed to a 100% claims reprocessing approach, which avoids problematic assumptions and extrapolations to resolve processing and/or overpayment issues. We believe the PBM claim audit is part of an overall vendor management process, and as such, we place a great deal of emphasis on providing meaningful recommendations for future contract strategies. Given the very high transaction volume with prescription drug benefits and very complex pricing logic, we believe the learning and insight that come from our audit report and related conversations set us apart from our competition. Aon Proprietary and Confidential 44 Aon is collaborating with Caribou Systems to deliver the audit services requested in the RFP. Caribou specializes in providing comprehensive technical systems expertise to the healthcare industry, including pharmacy claims audit services. Aon will lease time on Caribou's external server. The server houses AWP data and the reprocessing engine for the electronic claims reprocessing portion of the audit. Our partnership with Caribou is advantageous to clients because it cost-effectively and efficiently leverages the resources of a specialty subcontractor that spends 100% of its time maintaining pharmacy program pricing rules and datasets. Any costs incurred due to utilization of Caribou's staff, resources, or external server during the course of this audit are included in our quoted fees. Aon is 100% responsible for delivery, performance, and oversight of our subcontracted vendor partner. Caribou is a certified woman -owned business with all services and systems residing onshore in the U.S. Today's pharmacy benefit designs and financial arrangements are complex and depend on sophisticated computer systems for implementation and adjudication. Your pharmacy benefits manager processes significant dollars in claims annually for the City, with the huge number of transactions processed, even minor errors can result in significant additional costs. Aon's claims audit reviews 100% of electronic claims to confirm compliance with contractual terms, plan provisions, and industry best standards; and to identify opportunities to improve the claim adjudication process going forward. We understand that maximum cost savings can be achieved only by optimizing plan performance. We realize that it is difficult for clients to keep up with all the ever -changing regulatory guidelines that impact their employee health and welfare programs. Aon Legal Consulting Group The Aon Legal Consulting Group comprises two dozen employee benefit attorneys, paralegals, and analysts with an average of 15 years of experience in employee benefits law. The Legal Consulting Group works with employers on compliance with a wide range of federal and state laws related to health and welfare plans, including the Patient Protection and Affordable Care Act, the Internal Revenue Code, ERISA, HIPAA, COBRA, FMLA, and the Americans with Disabilities Act. The Legal Consulting Group also works with employers on state and federal healthcare reform legislation, state insurance laws related to regulation of fully insured healthcare plans, and the more than three dozen state laws regulating absence and paid leave programs. Aon's legal consultants also regularly work with benefits managers, in-house attorneys, and outside counsel to draft, negotiate, and finalize contracts for fully insured and self -insured healthcare plans and third -party administrators. Aon's legal consultants also conduct nondiscrimination testing on employer group healthcare plans. We offer compliance and testing services for state and local healthcare contribution rules in Massachusetts and San Francisco. Aon's legal consulting team also consults on HIPAA privacy and security requirements for employer healthcare plans, including drafting HIPAA notices, policies, and procedures; drafting and negotiating business associate agreements; conducting gap assessments in HIPAA compliance; suggesting remediation options; and training employees with access to protected health information in the appropriate access, use, and storage of PHI. While Aon is not a law firm and does not provide legal advice, we work with internal and external legal counsel in designing and implementing your compliance strategy. While we do not lobby, we have testified before Congress and provided data to Congressional committees and regulatory agencies on the impact of proposed changes to the employer -based healthcare system. Our legal consultants periodically submit comment letters to federal agencies on proposed regulations that could have a potential impact on employers. In these letters, Aon often suggests approaches for federal agencies to consider that may facilitate easier implementation for employers or address concerns our clients may have. Our consultants serve in leadership positions in employer advocacy organizations, like the National Business Group on Health and the American Benefits Aon Proprietary and Confidential 45 Council, that represent the views of employers on healthcare and employee benefit issues to state and federal officials. Aon's Health Solutions practice produces The Bar on Healthcare, a podcast focusing on developments in federal and state health and welfare law and their impact on employer group healthcare plans. Additionally, Aon has a wide range of compliance resources, tools, and services to proactively guide the City regarding these requirements, including: • Publications. Aon provides several publications to keep our clients informed of these issues, many of which are available via email subscription. We believe it is helpful for each client to have regular access to the best information from Washington, worldwide, and across the firm as soon as it is available. A wealth of information is also available from Aon's website. The following link connects you to publications https://www.aon.com/human-capital-consulting/thought-leadership/wash-report/default • Webcasts and Events. We also host annual national teleconferences, in -person conferences, local breakfast seminars, and roundtables. We use these forums to share information with our clients and provide an opportunity to leverage our knowledge and experience. Events are held throughout the country at different times of the year. • Your Aon Team. In addition to routine updates, we will call or email you with any items that require immediate attention or which may be of particular interest. This process will be ongoing and proactive throughout our relationship with the City. • Compliance Calendar. Every January, Aon publishes a compliance calendar that identifies the significant compensation and benefits due dates for the upcoming year. • Access to an Interactive Web Portal. The portal provides federal, state, and local legislation notices, a health plan compliance calendar, ACA reporting workbook, compliance toolkit on various topics, and information regarding HR compliance issues (beyond benefits). • Operational Assessments in Conjunction With Claim Audits. Aon can help the City fulfill its ERISA fiduciary responsibilities by assessing the quality of the administrator's plan management, claims handling, customer service, and audit programs. • Compliance Checkup. This process apprises you of Affordable Care Act provisions that apply to employer - sponsored group health plans. You will be interviewed by a Health Solutions Legal Consulting Group consultant to help reduce the risk of noncompliance with federal notice requirements that apply to employer -sponsored group health plans. You will receive a summary results report and a checklist of notices and disclosures that you are required to distribute to participants, including sample model notices, as needed. Aon Publications Healthcare changes at a rapid pace. We help «client name» stay abreast of evolving legislation through: Aon Bulletins Compliance Calendar Access to team of ERISA attorneys Washington Reports Periodic client webcasts and forums Aon Proprietary and Confidential 46 f) Describe how Proposer has applied the proposed project approach in comparable contracts to make recommendations to improve programs and describe the net effects of those recommendations. Case Study: Cost Savings Client Industry: Higher Education Number of Employees: 2,000 HQ Location: XXX Challenge: Solution: Results: Client is a private university with approximately 2,000 covered lives with goals to control medical costs and maintain quality of care and employee satisfaction ■ Client has a board of director's seat on large health system's board and wanted to partner with health system to provide care to its employees and dependents ■ Client is interested in reducing its medical costs through the partnership while improving quality of care and satisfaction of its employees and dependents Aon negotiated improved discounts in partnership with large health system and worked with existing carrier to administer the new direct contract ■ Aon negotiated a better contractual rate with a multi -hospital system and physician organization that produced a better discount/percentage of Medicare for hospital and physician services. ■ In exchange for improved discount, health system received increased volume and market penetration ■ Existing carrier agreed to administer the direct contract and Aon worked with carrier to load and pay new rates ■ Aon provided actuarial services to validate the estimated savings based on prediction of market movement ■ Employees and dependents receive better benefits if receive care from partner health system ■ The direct contract with health system achieved a 15% reduction beyond the carrier discount for hospital and physician services ■ Given its positive results to date, client and Aon are expanding the partnership with health system to include an ACO arrangement Aon Proprietary and Confidential 47 Case Study: Arbitration Case Study Client Industry: Public Sector Number of Employees: County =10,000 Employees HQ Location: Washington, D.C. Challenge: Solution: Results: ■ Washington area transportation client wanted to change plan design features ■ Largest union did not support changing plan designs • Union compared benefits to other transportation systems locally and nationally ■ Aon developed benefit comparisons and rationales and provided arbitration testimony supporting plan changes ■ Collected plan design information for specified local and national comparator organizations ■ Developed avalue based comparison between client and comparator groups ■ Evaluated client's cost share and compared to comparator groups • Concluded that plan features and employer contribution were significantly richer than comparators ■ Numerous benefit changes included in final arbitration award, including eliminating retiree health coverage for future hires Aon Proprietary and Confidential 48 Case Study: Public Sector (City of St. Paul) Client Industry: Public Sector Number of Employees: 2,800 HQ Location: MN Challenge: Solution: Results: ■ As part of the biannual labor negotiations, the employer and labor committee needed to decide where the current activities required to earn the wellness incentive would continue • Current requirements included five different activities and employees must complete all requirements to earn the incentive ■ Employee expectations are that new requirements would be added year over year ■ Evaluated health assessment and biometric data, which showed no improvement in overall health for those who had participated in prior years ■ Consulted with labor and management to determine what goals the program should support ■ Developed multiple options for consideration • New design included two incentive levels with simplified requirements — Level 1: health assessment+biometrics — Level 2: Three telephonic coaching calls ■ After the first year, overall participation increased by 9%with 72% earning the Level 1 incentive and 67% earning the Level 2 incentive • Over 93% of employees indicated the coach identified areas in which they could improve their health • At the start of year 2, participation is still strong with 81% of employees completing biometrics Aon Proprietary and Confidential 49 g) Provide a list of any additional services, not included in this Solicitation, that the Proposer can offer to the City. If Proposer is offering any additional, describe the services in detail. Note that services will be paid at the hourly rates provided on Form A, Price Proposal Schedule. the City has a right to negotiate said price. The following is a listing of additional services available: Voluntary Benefits & Enrollment Solutions (VBES) Overview Aon's Voluntary Benefits & Enrollment Solutions (VBES) practice is an integral component of Aon's Health Solutions Consulting practice, helping clients promote and protect financial wellness by extending their benefits portfolios to support a variety of benefits and enrollment and communications strategies. We deliver quality services with a deep focus on the employee experience. Voluntary Benefits. Enrollment Solutions. $5M annual investment in technology platforms 25 (; L. 2,000+ account management teams \ 0 Aon certified Benefits to serve our clients well Counselors (non-commissioned) 4M+n0n0n0n nnnn participants II-11 II-11 �' II..JI II-11 Flexible solutions and partnerships to support client strategies 20+ different technology platforms supported 1K+ clients across all industries $$$$$ $$$$$ $150M+ $$$$$ claims paid annually Employees enjoy financial wellness protection inexpensively via payroll deduction ($4.23 per week on average) We provide solutions that: • Support your overall HR and benefits goals • Positively impact the financial and emotional wellbeing of your employees • Elevate the benefit knowledge of your employees • Increase employee awareness of your benefit investment • Make it easier and more efficient for your employees to enroll Aon Proprietary and Confidential 50 Expertise The following illustration outlines our core areas of expertise: Core Areas of Expertise Enrollment for Core and Consumer Education Voluntary Benefits and Engagement Multiple platforms to promote Building better benefit efficiency and effectiveness consumers Four Dynamic Areas of Expertise Voluntary Benefits Custom Consulting Protect consumers from the financial consequences of out-of-pocket medical costs, disability, and death o Outside -the -box ideas for outside -the -box situations Aon Proprietary and Confidential 51 Key Differentiators Our key differentiators include: Key Differentiators Voluntary Benefit Expertise Innovative Processes Award -Winning Communication and Creative Team Education & Enrollment Optionality Efficient Enrollment & Administration Support Technology Flexibility Financial Models Voluntary Benefit Expertise: Aon's operating model is based on the best -in -class selection of the products, providers, and services that will most effectively align with and support your benefits strategies and overall organizational goals. In that model, we also know that there is no substitute for product and carrier quality and competitiveness for our clients' employees. Innovative Processes: We will guide you through the product and carrier selections process. Aon has created our Structured Portfolio Solutions (SPS) for voluntary benefits product portfolios. Each portfolio is composed of thoroughly vetted carriers who have committed to enhanced terms and conditions for Aon clients, resulting in broader coverage terms, policy wording, and enhanced service levels. Aon SPS carriers compete aggressively for your business, bringing you better results. Award -Winning Communication and Creative Team: Our internal communications team will craft a custom communication campaign specifically designed to reach and educate all employees —Explain benefit plan changes, compare today's common medical plans, introduce a high -deductible health plan, educate key benefits messaging, etc. Education & Enrollment Optionality: Our flexibility allows us to develop the most appropriate enrollment strategies for your distinct employee populations: self-service, enrollment center, on -site, and/or virtual enrollment experiences. Efficient Enrollment & Administration Support: We employ nearly 2,000 certified benefits counselors who are experts in employee enrollment and communication support for core, group, and voluntary benefits education. In conjunction with our voluntary benefits administration solution, Aon can implement and administer voluntary programs with minimal impact on your human resources and payroll staff. Technology Flexibility: Aon has experience integrating our solutions with third -party technology as well as having cutting -edge proprietary technology of our own. Our team will work with you to determine the best possible integration solution to provide employees with a seamless enrollment experience. Aon Proprietary and Confidential 52 Financial Models: Commissions from the voluntary benefits can be used to offset the fee for the services provided by our VBES practice and can potentially offset a portion of the fees for other Aon services. Our goal is to use commission dollars to reinvest back into permissible services that you are currently paying for or additional services that will benefit you and your employees. Everyday Benefits Solution Platform Our internal technology specialists are experts at working with third -party vendors and, in conjunction with your IT team, will develop simple processes to integrate the voluntary benefits into your Workday platform. We support 97% of our clients on third -party systems (like Workday) and have teams dedicated to supporting our clients' technology integration efforts. We assign an account management team to do the heavy lifting of the implementation, including the technology integration for the voluntary benefits. The account management team would be responsible to coordinate the carrier calls along with your Workday consultant/team to provide our expertise on the setup and be able to assist with any questions. In addition, Aon has a strategic partnership with Accenture that has unparalleled experience and expertise with 1,700+ Workday consultants and 600+ clients (equally 25% of the Workday ecosystem). Aon, in partnership with Accenture, can provide security and benefits module support specifically for the voluntary benefits build in Workday for those that would reside on the Workday Platform such as the critical illness, accident, and hospital indemnity. Our team will work with Workday on implementing enrollment best practices within the platform (sequencing, guided flow, residential build, etc.). Our team would also work with your team to coordinate the other benefits that cannot be enrolled in Workday and would be enrolled in our Everyday Benefit Solutions platform. The account team would work on the carrier file feeds and billing process in conjunction with our billing administration team to ensure that the back -end is set up seamlessly and ensure a successful implementation. Our goal would be to implement the voluntary benefits with little effort from your team, maximize our expertise with Workday and the carriers, and arrange for technology credits to make this cost neutral to you. Aon's Total Rewards Aon's total rewards experts have conducted TRO studies over the last 15 years with hundreds of companies to measure the return on investment of total rewards using a balanced approach of inputs —the voice of employees, leaders, market data —to achieve their future business, talent, and financial objectives. Whether in a stage of refining your business and talent strategy, M&A, startup, cultural shifts, business and HR leadership change, and workforce shift, the conjoint and optimization modeling is an important tool for decision -support and forecasting future impact in a very measurable way. The conjoint survey analysis to quantify employee value combined with the market competitive analysis will provide input to quickly identify gaps between perceived and market value and opportunities to close the gap. Conjoint surveys are very effective in harmonization situations —to test programs to either move all employees to a new plan design, move the acquired's population to acquire, and measure the workforce impact, along with financial and market impact. Aon Proprietary and Confidential 53 Sample 1: WE INSPIRE GaCC&GS C74Vn your develop your f'li.Yeg;( grow your secure your &fie balance your NEACC IRE HAS ENE RGE TIC TONE A NO Is FOCUSED ON T1E E . IOYEE 111 Or t 9 WE'VE GO1 YOU COV! PROTECTION FOR YOl AND YOUR FAMILY We Care. Just as you support our members mb',e^ ealeb s..pcc='e osr AR As we a drd.ss paMlo. OM be OP we Am eoo M+nM mores( Y. reonee .M*well*wellneNS and In 1. Mere. el..1 how you ear sem re your .12are_ save Yr lorwle el your lemlass end M.o. your Re. mars Mee ran. Ar.r.(r�p r.rme INSPIRED air Fo MAKING THE MOST OF YOUR WORLD Idus Bunt aIN malosseque nubitatur. Equip consequ idebis modignlsai 41.1rn unt quids labor sent ipsande Mateo room alrtuu Vnbmo ommndla comnis et quis est mod moist qugm. Cresco....Nmrem ....,. marls uex drkea ul rwem prpra rseruwrem iu el age. q..s 11 miowea.uupawx rme Prerle✓ur, .Sat Ora pro REGISTER NOW wm..w.r.ow Plaa r,...59•5wa WE INSPIRE 6tACC&55 WE IIJSPiRE succeS wow* your 4611% CALL TO ACTio CONTENT THAT FOCUSES ON TFE EMPLOYEE Alas CONY EYS OUR PRCE WI OUR PROGRAMS Aon's approach to the design of total rewards is holistic and ROI-based. We use the following principles to ensure a maximum value to the organization: • Use data and decision -support tools to evaluate what benefit the organization gains for their spending on the entire total rewards program, offering only what makes sense • Find the "win/win" zone —Create the right mix of programs, based on data, to decrease the aggregate spend and increase attraction, retention, and engagement • Know the point of diminishing returns; do not spend more than you need to • Focus on effectiveness, efficiency, and exposure, not just cost, competitiveness, and compliance • Make decisions based on how programs fit within the total package of employee programs and total value to employees Aon has worked with many companies to get to recommendations swiftly and thoughtfully: • Improve decision -making regarding specific executive program designs and by taking an integrated and holistic look at total rewards programs from four key perspectives: (1) rewards strategy, (2) employee value, (3) cost/savings, and (4) return on investment • Understand how programmatic changes impact employee value, by demographics, that will have implications for reward design or communication of changes • Test scenarios of specific total rewards changes for impact on both cost and employee value —rather than just directional information • Gain strategic advice from a team that brings the most extensive HR-focused conjoint study expertise and experience in the industry (Aon's Total Reward Optimization team members have conducted 90% of the HR-related conjoint studies on the planet) Aon Proprietary and Confidential 54 • Benefit from time -tested conjoint/optimization reporting technology and empirical data Aon has been in the personalized employee communication business delivering online pay and benefits solutions since 1997. Our strong capabilities and experience in delivering personalized total compensation/rewards solutions to employees are designed to help improve employee understanding, increase appreciation, and drive specific behaviors. After gaining a thorough understanding of your benefit plans, we will use our wealth of knowledge and experience, and our proven processes and technology, to deliver a quality total rewards solution. Group Personal Umbrella • Many high -earners don't carry sufficient personal liability coverage. • 12% of all Personal Injury awards exceed $1 million and 3% of all awards exceed $5 million. Group Personal Umbrella offers protection from catastrophic financial loss by providing resources that supplement the personal liability limits on your homeowners, automobile, and watercraft policies. As a sponsored benefit, Employers, Partnerships, and Family Offices show members their contributions are valued with Group Personal Umbrella Liability insurance offered through Aon Private Risk Management. The Highlights • Premium savings: Group rates can be up to 60% less than individual policies • Concierge service: In addition to GPU service, APRM will provide complimentary personal insurance reviews for all aspects of a participant's portfolio upon request • High limits available: Coverage up to $50 million • Inclusive underwriting: No surcharge for teenage drivers, poor claims history, pools, etc. • Global reach: Coverage applies to incidents which occur anywhere in the world The Aon Advantage With extensive experience in personal insurance, Aon Private Risk Management designs and services a range of Group Personal Umbrella programs for boutique organizations to Fortune 100 corporations. Our convenience, knowledge, and ease of administration assure that diligent protection of your team is made easy. Note: The Evaluation Committee will use the information provided in the Proposal to determine the Proposer's understanding and ability to address the City's unique needs. Aon Proprietary and Confidential 55 Price Proposal Employee Benefit Consulting Services EXHIBIT C PRICE PROPOSAL RFP 1294386 A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services. Term Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 2,184 $555,000 2 First 1-year OTR Period 728 $190,550 3 Second 1-year OTR Period 728 $196,257 Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term Years 1 - 3 OTR 1 Year 4 OTR 1 Year 5 Lead Consultant $ 390 $ 402 $ 414 Actuary $ 450 $ 464 $ 478 Consultant $ 330 $ 340 $ 350 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. The City reserves the right to negotiate the final pricing for this work on a project - by -project basis, at the City's sole discretion. 4) The pricing outlined above does not include conducting audits. Aon Proprietary and Confidential 56 Appendix Appendix A: State of Florida License Appendix B: Team Biographies Appendix C: Reference Letters Appendix D: Aon Standard Consulting Agreement Appendix E: Signed Addenda Aon Proprietary and Confidential 57 Appendix A: State of Florida License visoop, DEPARTMENT of FINANC AON CONSULTING INC (NJ) 44 WHIPPANY ROAD MORRISTOWN NJ 07960 Agency License Number L041413 Location Number: 162391 Issued On 12/12/2006 Pursuant To Section 626.0428, Florida Statutes, This Agency Location Shall Be In The Active Full -Time Charge OfA Licensed And Appointed Agent Holding The Required Agent Licenses To Transact The Lines Of Insurance Being Handled At This Location. Pursuant To Subsection 626.172(4), Florida Statutes, Each Agency Location Must Display The License Prominently In A Manner That Makes It Clearly Visible To Any Customer Or Potential Customer Who Enters The Agency Location. Jeff Atwater Chief Financial Officer State of Florida Aon Proprietary and Confidential 58 Appendix B: Team Biographies Chip Balser Vice President 89712th Street Hammonton, NJ 08037 Mobile +1.949.276.1988 chip.balser@aon.com Responsibilities Chip is a Vice President Aon's Voluntary Benefits & Enrollment Solutions practice based out of Florida. In his current role, his responsibilities include consulting efforts in the Southeast region covering Alabama, Mississippi, Louisiana, Georgia, and Florida. Experience Chip joined Aon in 2005. H began his career with Paul Revere Insurance Company as a sales consultant, expanding his role with the company through mergers with Provident and Unum Corporation. In 2002, Chip founded an enrollment and communications firm; Benefits at Work, Inc. that was acquired by Univers/Aon. Expertise Chip has more than 25 years of experience in the employee benefits enrollment, education, and communications marketplace. Education Chip holds a Bachelor of Science (BS) in political science from Bates College. Aon Proprietary and Confidential 59 Phil DeNucci, R.Ph. Vice President, Pharmacy Services 8200 Tower Suite 1100 5600 W. 83rd Street Bloomington, MN 55437 Office +1.651.389.5664 phillip.denucci@aon.com Responsibilities Education Phil is a Vice President within Aon's National Pharmacy practice. In this Phil holds a B.S. in role, he is responsible for helping self -funded employer, labor, public pharmacy from the sector, and coalition accounts manage their pharmacy benefits University of programs. He also provides support across the organization for product Minnesota. development, new business opportunities, and staff training and support. Experience Prior to joining Aon, Phil's roles include over 12 years at PCS (now Caremark) and Medco (now Express Scripts) as well as consulting projects with national PBMs and health plans. He led the pharmacy program at Definity Health (now part of United Health) integrating multiple PBM platforms with medical and financial information to support the nation's first integrated consumer -driven healthcare benefits. Client -facing roles over the years include management of self -funded employer, health plan, union, and state employees. Phil is a career -long member of the Academy of Managed Care Pharmacists and has presented at their national meetings multiple times and served as a member of the Health Information and Technology Advisory Committee. Aon Proprietary and Confidential 60 Anne D. Fulton Vice President Atlanta, Georgia Mobile +1.770.309.7759 anne.fulton@aon.com Responsibilities Education Anne is a vice president in Aon's U.S. Health Solutions practice and an Anne earned her audit group manager. Anne is based in Atlanta, Georgia. She is the bachelor's degree in client lead for many audit clients and helps her annuity clients with psychology with their overall global audit strategy. Anne's responsibilities include concentrations in overseeing the work of claim auditors, conducting plan operational Spanish and assessments, compiling and analyzing data obtained through the business evaluation process, and presenting these findings to clients. Anne administration from manages audit projects and helps clients resolve benefits intent and Emory University plan design issues. She also assists employers and other consultants in where she establishing best practice contract performance guarantees with graduated with respect to plan administration and provides industry benchmarks and honors. protocols to assist clients with selecting appropriate carriers and She is a member of ongoing vendor management responsibilities. In addition, Anne the distinguished Phi provides guidance to clients during the bidding and selection process, Beta Kappa Honor finalist meetings, contract negotiation, and summary plan description Society. (SPD) reviews. Experience Prior to joining Aon, Anne managed claim administration and customer service for a large disability insurance company. Anne has more than 28 years of experience in the insurance and healthcare consulting industries working with medical, dental, pharmacy, mental health and substance abuse, vision, and short-term disability and long-term disability plans. In addition, she is a designated health insurance associate and managed healthcare professional from the Health Insurance Association of America. Anne has led the following types of audits during her tenure at Aon: Medical, dental, vision, disability, pharmacy, clinical, behavioral health, EAP, COBRA, performance guarantee validation audits, customer service, appeals, operational assessments, cross -accumulation reviews between vendors, audit -the -auditor reviews, targeted claim reviews, statistical claim audits, pre -implementation audits, and system testing audits. Expertise Anne's area of expertise includes extensive knowledge of all aspects of claims management and a solid understanding of healthcare administration. Aon Proprietary and Confidential 61 Richard S. Kaufman Vice President 1001 Brickell Bay Drive Miami, FL 33131 Office +1.305.961.5963 richard.kaufman@aon.com Responsibilities Richard is a Vice President in Aon's Health Solutions Group based in the Miami, Florida, office. His primary responsibilities include account management for several large clients, as well as serving as a resource for other members of the firm. Experience Richard has over 30 years of experience in assisting employer clients with their health and benefits needs. Since joining Aon in 2008, he has managed a wide variety of clients in various industries. Richard sits on Aon's PEO Private Industry Council and State and Local Government Private Industry Council, and plays a lead role locally as a subject matter expert on healthcare reform. He also sits on NAPEO's Associate Member Committee. Prior to joining Aon, Richard spent 21 years with Cigna HealthCare, where he became well versed in the issues associated with employee benefits. He has also been quoted in the Miami Herald regarding healthcare reform, as well as speaking at various conferences on this issue. Education Richard has a master's degree in health services administration from Florida International University and a master's degree in public administration from the University of Florida, as well as a Bachelor of Arts from the University of Florida in Political Science. Aon Proprietary and Confidential 62 Amanda Brooke Kross, ASA, EA, MAAA Lead Actuary, Vice President 9345 Frangipani Dr Vero Beach, FL 32963 amanda.brooke.kross@aon.com Responsibilities Education Amanda Brooke is a Vice President in Aon's Health Solutions practice Amanda is a and a financial lead in the East Region. As an actuary, Amanda graduate of consults with clients regarding many aspects of their employee Vanderbilt benefits programs, performing a variety of actuarial analyses, such as University, having actuarial projections, IBNR calculations, plan design analysis, and earned a Bachelor of contribution strategies. Arts with a double Experience major in mathematics and Amanda has 20 years of experience in the design and financing of economics. employee benefit programs. Her actuarial and consulting experience She is an Associate includes pricing, projections, renewal negotiations, claims reserve of the Society of modeling, Florida 112.08 filings, and plan design consulting. Prior to Actuaries (ASA), an joining Aon in 2006, Amanda was a retirement and health actuary with Enrolled Actuary Bryan, Pendleton, Swats, and McAllister. (EA), and a member Expertise of the American Amanda's expertise is in health and benefits consulting for both middle Academy of and large market clients with a focus on public sector. Actuaries (MAAA). Aon Proprietary and Confidential 63 Scott Logan Aon Benefit and Financial Analyst 1001 Brickell Bay Drive Miami, FL 33131 scott.logan@aon.com Responsibilities Scott is responsible for reviewing carrier proposals and their underwriting assumptions for accuracy and appropriateness and preparing projection Rating Models within corporate guidelines to validate rating action by carriers. Once terms and financials are agreed to, he reviews issued contracts for client execute. In addition, in his role, Scott will assist in preparing financial report reporting, bring to market benefit plans, and develop analysis of those marketing's, assist in the developing contribution strategies, plan and assist in planning open enrollment meetings, arrange health fairs, assist clients with compliance deadlines, review and recommend benefit plan designs to clients, assist with day-to-day client service, and provide financial support as needed to include but not limited to PCORI Fee calculations, AV modeling, and IBNR modeling. Experience Scott joined Aon 16 years ago. Prior to joining Aon Consulting, he briefly served as marketing underwriter for a professional services firm (a managing general underwriter) for the Tennessee and Kentucky markets in Miami, Florida. Previous to that, he served for 14 years at an employer stop loss carrier in various capacities to include but not limited to policy administration (four years), management of premium administration (five years), and underwriting with the last five years as an underwriter to senior underwriter. Education Scott holds an active health and variable annuities license for the State of Florida. Scott holds a B.S. in political science, with a minor in business, from Mercer University, in Macon, Georgia. Aon Proprietary and Confidential 64 Rita Massani Assistant Vice President 1001 Brickell Bay Drive Miami, FL 33131 rita.massani@aon.com Responsibilities Rita is an Assistant Vice President in Aon's Employee Benefits Consulting Group. Her primary responsibilities include renewal negotiations, preparing requests for proposals (RFPs), strategic management, renewal underwriting, developing open enrollment presentations and meetings, and client account management. Experience Rita has over 30 years of experience in the benefits field. She worked as a senior benefits analyst for Coulter Electronics in Miami, Florida, for 12 years. Her responsibilities included managing their self -insured health plans. This involved monitoring of claims experience, developing plan designs, preparation of open enrollment presentations, and modeling employee contributions. After Coulter, she worked for a local broker managing their self -insured plans. Education Rita graduated from Barry University in Miami, Florida, and majored in business administration. She is fluent in Spanish. Currently, Rita holds a life, health, and annuity license in four states throughout the United States. Aon Proprietary and Confidential 65 JR Shamley, ASA Senior Vice President -Time Away Practice Leader 7650 W Courtney Campbell Causeway Waterford Plaza Tampa, FL 33607 Office +1.813.636.3533 Mobile +1.507.381.6121 jr.shamley@aon.com Responsibilities JR is a Senior Vice President and Actuary within Aon's Absence, Disability and Life Management practice. He has over 25 years of experience in financial and consultative roles within the employer benefit marketplace. Prior to joining Aon in 2004, JR led actuarial, underwriting, and contract teams for three major group life and disability insurance carriers. With his strong leadership, financial, and client -focused background, JR is providing consulting services to clients in his current role at Aon and has held various leadership roles at Aon, including Tampa Health & Benefits Practice Leader and Southeast Region Lead on Group Life and Disability services; and in his current leadership role within Absence, Disability & Life Management, he is responsible for driving innovation and technical solutions for Aon's public sector clients. Experience JR is an active participant and former Committee Member in the Group Underwriters Association of America, a member of the Gen Re Advisory Board for Life & Disability, and is a Top Employee Benefits Consultant Award Winner for 2011 by Risk & Insurance magazine. Education JR received his Bachelor of Science in interdisciplinary mathematics and statistics from Purdue University. He holds the professional designation of Associate of the Society of Actuaries (ASA). Aon Proprietary and Confidential 66 Melissa Tucker, MBA, RN, BSN, ACSM CEP Health Transformation, Vice President 1001 Brickell Bay Drive, 10th Floor Miami, FL 33131 Office +1.305.961.5918 melissa.tucker1@aon.com Responsibilities Education Melissa is a vice president in Aon's Health Solutions practice. In her Melissa is a graduate role on an industry -leading team at Aon, Melissa helps to empower of University of results for clients by delivering advanced, effective solutions. She Tennessee, having serves as a subject matter expert in clinical health transformation, is earned both a knowledgeable of best practices and market trends, and develops master's degree in customized strategies for clients. business administration and a Experience Bachelor of Science Melissa first began working as a Registered Nurse in 2007 and has in nursing. over a decade of experience in population health management. Serving She is a Registered in a national capacity, she uniquely assists in steering the clinical Nurse and Certified direction of the Health Transformation Team while demonstrating Exercise Physiologist thought leadership by speaking at conferences, creating a point of through American view on emerging topics, and consulting with clients to improve health College of Sports and mitigate risk. Medicine. Her consulting experience includes developing workstreams based on integrated analytics intelligence, clinical audits, multiyear strategic wellbeing plan design, oversight of clinical programs and onsite clinics, and grand rounds calls addressing high -cost claimants. Prior to joining Aon, Melissa spent almost six years at USI and legacy Wells Fargo Insurance Services. Historically, she also worked at Y-12 National Security Complex and a Berkshire Hathaway Company, Clayton Homes. Expertise Melissa has consulted with both middle and large market clients from both the private and public sectors, specializing in multinational, complex clients. Aon Proprietary and Confidential 67 Appendix C: Reference Letters Arneri a-S- Seaplane City Januar/ 21, 2D22 To' !horn It Way Concern, I'm writing this letter to recommend Aon Consulting, Inc. as your Employee Benefits Consultant. Aon has been our employee benefits consultant since November 3, 2104. We've enjoyed a successful partnerehep ever since. The City of Tavares has approximately .1TO benefit eligible ernplcy enrolled in cwar tutly,nsured medical program as well as various anciiiary coverarges. A+Gn`s scope of serviC#s includes ■ Health Plan Consulting ▪ Contribution Analyrsis * Financial Reporting ■ Compliance & Regulatory Support ■ Ntedecali4 x Utilization. Analysts • Rf=P DYY610PineiNT and Cooiinatrr, ▪ Vendor HanagementtNegotiaheons ▪ Vendor Imptemenlation • Bendlmarking ■ Elective Benefit Assessment/Management • Open Enrollment Support Aon provides comprehensive consulting services that are proactive, high touch and data driven, Our account leam's access la Aon's specialty subject matter and compliance experts a$ wall as a team of pharmacists, actuaries. underwriters, Mu1.D.9 and R.N.s, absence/leave consultants and elective benefits experts means that the City reserves prompt arrd reIiatite expertise and innovative advice we can rely on Please feel free to contact roe with any questions at (3521 742-6211 Gr via emari set cbulllta(10 aware".,org Regards, Cnssy Sublrkz Human Resources Director 20' E S'rrsei . I'. •I':r'I Tavares. Fluipda 327T$-iO6e T 3s12 11.2.6309 F 152.'442.18151 - www.tfl-.-ge#.Orng Aon Proprietary and Confidential 68 School District of Indian River County 6500 57th Street • Vero Beach, Florida, 32967 • Telephone: 772-564-3000 • Fax: 772-564-3054 David K. Moore, Ed.D. - Superintendent January 28, 2022 To Whom it May Concern, I am writing this letter to recommend Aon Consulting, Inc. as your Employee Benefits Consultant. Aon has been our employee benefits consultant for 14 years (2004 — 2011 and 2015 — present). We have enjoyed a very successful partnership. The School District of Indian River County has approximately 1,800 benefit eligible employees enrolled in our self -insured medical program as well as various ancillary coverages. Aon's scope of services includes: • Health Plan Consulting • Contribution Analysis • Financial Reporting • Compliance & Regulatory Support • Medical/Rx Utilization Analysis • RFP Development and Coordination • Vendor Management/Negotiations • Vendor Implementation • Benchmarking • Effective Benefits Assessment/Management • Open Enrollment Support Aon provides comprehensive consulting services that are proactive, high touch and data driven. Our account team's access to Aon's specialty subject matter and compliance experts as well as a team of pharmacists, actuaries, underwriters, M.D.s and R.N.s, clinical consultants and elective benefits experts means that the District receives prompt and reliable expertise and innovative advice we can rely on. Please feel free to contact me with any questions at (772) 564-3175 or via email at amy.yeitter@indianriverschools.org. Regards, Amy Yeitter Employee Benefit Specialist Dr. Mara Schiff • Jacqueline Rosario • Dr. Peggy Jones • Teri L. Barenborg • Brian M. Barefoot District 1 District 2 District 3 District 4 District 5 Transforming education to inspire & empower ALL students to maximize their full potential. Equal Opportunity Educator and Employer Aon Proprietary and Confidential 69 Lee County i7ir!w�vF. fief �r Board of County Commissioners Ire.In 1IIIe arol a.a L PkMero.er n.ad two rarewwrl MIMI Throe Spent 111111,1110 Alex! FM, Frinnit War UrirdI or ilbsop C.JIIy %mare Richard %VW vwrdl CO -nee Attorney a.m. 1�i4 Col or Corny mooring January 28.2022 To Whom It May Concern.. Aon Consulting, Inc has been our employer benefits consultant since 2013.resulting in a successful partnership for our employees and their dependents. 1-ee ('county tiilverrnnll."nt 1m approximately 4.20(1 benefit eligible employees enrolled in our self -fluxed medical program as well as various ancillary coverages. Aon's scope of service includes: Health Plan Consulting RFP Development and Coordination Actuarial Contribution Analysis Vendor Maru gemcntNegntiations Financial Reporting Vendor intpletnentation. Compliance & Regulmory Support MedicalRx Denchmarking Medical/Rs Audits 112.08 Filing and 1BNR Calculation Develop Budget Projections Wellness Consulting Comprehensive Medkul.+Rx Utilization Analysis Open Enrollment Support Ann provides comprehensive coasuiting services that are proactive, high touch and data - driven. Services include access to Aon's specially subject matter and compliance experts as well as a team of pharmnc i sts, actuaries. underwriters, M.D. s and R.N.s. absencelleave consultants and elective benefits experts allowing the ability to provide Lr County with reliable and innovative advice. Please feel free to contact me with any questions at (239) 533-0822 or vial email at trpelerbotgrelargeI► xont Lynne Peterson I lienetits & Fiscal Manager Human Rcsouavcs P.0 Boat 388 Fon IMy te5, Fiala 3 3t)2.0388 t739J b33-7111 I eeoo- cMi AN EQUAa. OPPORTIMIf EntPtCYIR Aon Proprietary and Confidential 70 Appendix D: Standard Consulting Agreement Master Services Agreement This Master Services Agreement, including the General Terms and Conditions and any Schedules attached hereto or incorporated by reference, (collectively, the "Agreement"), effective the day of , 20_ ("Effective Date"), sets forth the terms and conditions related to the provision of consulting services to [Client] and its affiliates (collectively, "Client") by Aon Consulting, Inc. and its affiliates ("Aon"). This Agreement will cover all services provided by Aon to Client ("Services") as documented in a Schedule. In addition, affiliates of Aon may provide Services to Client by executing a Schedule (as defined below) to this Agreement. The General Terms and Conditions of this Agreement may be amended only by a writing signed by the parties. Terms related to specific Services and the fees associated therewith may be added by Schedules. Each statement of work, email, engagement letter, attachment to this Agreement mutually agreed upon between the parties that contains a description of Services constitutes a "Schedule" to this Agreement. Each Schedule shall be deemed to incorporate all of the terms of this Agreement, except as expressly set forth therein. Each Schedule will be a separate agreement between Aon (or an affiliate of Aon) and Client (or an affiliate of Client). Only the entities that sign a Schedule shall be liable for their respective obligations under that Schedule. For the avoidance of doubt, the effective date of each Schedule shall be set forth therein. Any notices which may be required under this Agreement shall be considered as having been given if mailed by U.S. First Class mail, addressed as follows: If to Client: Chicago, IL 60601 Attn.: Law Department Attn.: If to Aon: Aon 200 East Randolph Street Aon Proprietary and Confidential 71 IN WITNESS WHEREOF, authorized representatives of the parties have executed this Master Services Agreement: [Client] By: Aon Consulting, Inc. By: Name: Name: Title: Title: Date: Date: General Terms and Conditions 1. Fees and Expenses a) Fees for Services shall be charged in accordance with the appropriate Schedules detailing the Services or, if no Schedule or other writing applies, fees will be determined on a time and materials basis in accordance with Aon's standard billing rates and the value of our services based on our time, complexity, and the level of skill and urgency required. b) Fees and expenses are due and payable within thirty (30) days of the invoice date. Aon will invoice Client via email, and all payments will be made via electronic payment. Client will promptly notify Aon of any questions regarding invoices so that Aon can expect timely payment. Interest at four percent (4%) per year will accrue after the invoice due date until payment is received. c) Client shall pay all reasonable travel and related living expenses incurred by Aon's personnel in performing Services for Client. Miscellaneous costs not directly allocable to Client (including research, knowledge management, information networks, and databases), are added to all service fees at Aon's then standard rate (currently 7%). d) Client shall pay any and all taxes, however designated, that are based on this Agreement or on the charges set forth in any Schedule, except for taxes based on the net income of Aon or employment taxes for Aon personnel. 2. Additional Services and/or Change in Services Client may, at any time, request additions and/or changes to the Services. Such additions and/or changes, including any fees or fee adjustments related to such additions and/or changes, shall be confirmed between the parties and may be documented with a Schedule, an amended Schedule, or other mutually agreeable writing. 3. Term and Termination a) This Agreement shall commence on the Effective Date set forth above and shall continue until terminated by either party as provided in Section 3.b) or Section 3.c). Services under a particular Schedule shall commence as of the date indicated on the Schedule and shall continue for the period stated in such Schedule or until terminated by either party as provided in Section 3.b) or Section 3.c). b) Either party may terminate this Agreement, any Schedule or any Service for convenience at any time upon sixty (60) days prior written notice to the other party. c) Either party may terminate this Agreement, or any Schedule or Service (or any part thereof), for cause upon thirty (30) days prior written notice to the other party, provided that such other party shall have the opportunity to cure any breach within such thirty (30) days. d) Upon the effective date of termination, Client will pay Aon for all fees and expenses due hereunder in connection with the terminated Services through the effective date of termination including any unpaid Service implementation fees or expenses and any mutually agreed upon transition assistance extending beyond such termination. e) Completion or termination of any Schedule or Service under this Agreement shall not constitute termination of this Agreement, it being the intent of both parties to leave this Agreement in effect until terminated as specified herein. Each Schedule shall terminate upon the earlier of its termination date or the termination date of this Agreement, provided however, if the term of a Schedule extends beyond the termination date of this Agreement, the applicable terms of this Agreement shall extend automatically for such Schedule until such Schedule's termination or expiration date. 4. Delays Neither party will be in breach of this Agreement or any Schedule as a result of, nor will either party be liable to the other party for, liabilities, damages, or other losses arising out of delays in performance caused by acts of God, government authority, strike or labor disputes, fires or other loss of facilities, breaches of contract by suppliers or others, telephone system, or Internet service provider or other utility outages, pandemics, epidemics, equipment malfunctions, computer downtime, and similar occurrences outside the control of the party as long as such party is diligently attempting to correct the cause of the delay. During any such delay in performance, the delayed party will implement reasonable work -around plans, computer system disaster recovery, alternate sources, or other commercially reasonable means to facilitate the performance of its obligations under this Agreement until the delay has ended or failure has been corrected. 5. Ownership and Control of Data and Work Product a) Aon has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; benefit administration systems; and data, documentation, and proprietary information and processes ("Aon Information"). b) All right, title and interest in and to any data, information and other materials furnished to Aon by Client hereunder ("Client Information") are and shall remain Client's sole and exclusive property. Client grants to Aon a license to use such Client Information to provide the Services. Except as provided below, upon full and final payment to Aon hereunder, any Aon work product which the parties expressly agree is created solely and exclusively by Aon for Client to be owned by Client (the "Deliverables"), if any, shall become the property of Client. To the extent that any Aon Information is contained in any of the Deliverables or provided in connection with the Services, subject to the terms of this Agreement, Aon hereby grants to Client a paid -up, royalty -free, nonexclusive license to use such Aon Information solely for Client's internal use in connection with the Deliverables or Services, as applicable. c) To the extent that Aon utilizes any of its property, including, without limitation, the Aon Information, in connection with the performance of Services, such property shall remain the property of Aon and, except for the limited license expressly granted in the preceding paragraph, the Client shall acquire no right or interest in such property. Client will honor Aon copyrights, patents, and trademarks relating to Services, Deliverables and Aon Information, and will not use Aon's name or other intellectual property without Aon's prior written consent. d) Nothing contained in this Agreement will prohibit Aon from using any of its general knowledge or knowledge acquired under this Agreement (excluding Client's Confidential Information) to perform similar services for others. 6. Confidentiality a) For the purposes of this Agreement, "Confidential Information" includes: (i) the terms of this Agreement (including any Schedules); (ii) Client Information; (Hi) Aon Information; (iv) oral and written information designated by a party as confidential prior to the other party obtaining access thereto; and (v) oral and written information which should reasonably be deemed confidential by the recipient whether or not such information is designated as confidential. Each party's respective Confidential Information will remain its sole and exclusive property. b) Each party will use reasonable efforts to cause its employees to minimize distribution and duplication and prevent unauthorized disclosure of the Confidential Information of the other party. Each party agrees that only employees, contract employees, board members, and outsourced service providers who have a need to know the Confidential Information of the other party will receive such Confidential Information. Aon may disclose Client Confidential Information to Aon affiliates to the extent necessary for the Services; provided, that Aon remains responsible for compliance by any affiliates in receipt of Confidential Information with the terms of this Section. No party will disclose the other party's Confidential Information to a third party without the prior written consent of the other party, which consent may be conditioned upon the execution of a confidentiality agreement reasonably acceptable to the owner of the Confidential Information, except that either party may disclose the other party's Confidential Information to its legal counsel and auditors. Aon may use Client's Confidential Information in combination with other client data, including the disclosure of such information to third parties on an aggregated and de -identified basis, provided that no such Client Confidential Information is (1) identifiable by Client or a Client employee or (2) attributable to Client. Aon may also disclose Client's Confidential Information to any subcontractor or, as instructed by Client, to any other third party providing services to Client under this Agreement as reasonably necessary for such subcontractor or third party to perform its services, provided that any such subcontractor is subject to a confidentiality agreement. In accordance with applicable legal and disaster recovery requirements, each party may store copies of Confidential Information in electronic archives or backups made in the ordinary course of business which shall not be returned or destroyed but shall remain subject to the restrictions set forth herein. c) Confidential Information does not include information if and to the extent such information: (i) is or becomes generally available or known to the public through no fault of the receiving party; (ii) was already known by or available to the receiving party prior to the disclosure by the disclosing party; (iii) is subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the party who disclosed the information; or (iv) has already been or is hereafter independently acquired or developed by the receiving party without violating any confidentiality agreement with or other obligation to the party who disclosed the information. d) The receiving party may disclose Confidential Information of the disclosing party if required to as part of ajudicial process, government investigation, legal proceeding, or other similar process, provided that the receiving party has given prior written notice (to the extent legally permitted) of such requirement to the disclosing party. Reasonable efforts will be made to provide this notice in sufficient time to allow the disclosing party to seek, at disclosing party's sole cost and expense, an appropriate confidentiality agreement, protective order, or modification of any disclosure, and the receiving party will reasonably cooperate in such efforts. 7. Representations and Responsibilities a) Aon represents that it: (i) shall, at all times during the term of this Agreement, remain in material compliance with all laws and regulations applicable to it as a service provider, including any required licenses, permits, or registrations, necessary for Aon to be able to perform the Services; (ii) shall, to the extent Aon's performance of the Services does not comply in any material respect with the terms of this Agreement and is not due to Client's failure to perform, re -perform any defective or non- conforming Services; and (Hi) has no outstanding commitment or agreement to which it is a party or legal impediment of any kind known to it which is likely to limit, restrict, or impair the rights granted to Client hereunder. If a potential conflict should arise, Aon will discuss the situation with Client. The Services are not of a legal nature, and Aon will in no event give, or be required to give, any legal opinion or provide legal representation to Client. b) Client will submit to Aon all Client Information in Client's control necessary for Aon to perform the Services covered by this Agreement. Client will maintain in compliance with applicable law any and all benefit plan legal documents related to the Services. Client is responsible for the accuracy and completeness of any and all Client Information that is submitted to Aon. Client agrees to notify Aon as soon as possible of any problems or errors in Client Information submitted. Services performed by Aon in correcting such problems or errors are additional services for which additional fees will be payable. c) Except as expressly set forth in a Schedule, Aon is not a fiduciary within the meaning of the Employee Retirement Income Security Act (ERISA) or other legislation. Aon has no discretion with respect to the management or administration of Client's employee benefit plans, and/or control or authority over any assets of Client's employee benefit plans, including the investment of those assets. All such discretion and control remain with Client and other fiduciaries to Client's employee benefit plans. 8. Indemnification a) Subject to Section 9, Aon shall indemnify and hold Client harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable attorneys' fees and expenses) (collectively, a "Loss" or "Losses") arising from Aon's failure to comply with the applicable terms and conditions of this Agreement (regardless of whether such Loss is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise). b) Provided that Client promptly notifies Aon of a claim that the Aon Information infringes a presently issued U.S. patent or copyright, Aon will defend such claim at its expense and will indemnify Client for any costs and damages that may be awarded against Client in connection with such claim. Aon will not indemnify Client, however, if the claim of infringement results from (i) use of other than the most recent version of the Aon Information made available to Client by Aon; (ii) Client's alteration of the Aon Information; (iii) use of any Aon Information in combination with other software not provided by Aon; or (iv) use of Aon Information in contravention of this Agreement. c) Subject to Aon's indemnity obligations in Section 8(a) and (b), Client shall indemnify, defend, and hold Aon harmless from and against any and all Losses arising from (i) claims made by third parties, including, without limitation, Client's employees, affiliates, and plans with respect to the Services provided hereunder, or (ii) Client's failure to comply with the applicable terms and conditions of this Agreement. d) Any claim under this Section 8 must be asserted before the date that is three (3) years following the date the claimant knew or reasonably should have known of the act or omission giving rise to the claim. The parties agree that each party's obligation to indemnify the other pursuant to this Section 8 is subject to each party's agreement to use reasonable efforts to mitigate its own, as well as the other party's, liability, damages, and other losses suffered in connection with and arising out of this Agreement. 9. Liability a) If Client suffers Losses (regardless of whether such Loss is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, statutory liability or otherwise) as a result of Aon's breach of its obligations hereunder with respect to Services performed pursuant to a Schedule, Aon will be liable to Client for Losses incurred by Client during each sequential 12-month period in which the applicable Schedule is in effect, commencing as of the first day of the provision of services thereunder ("Schedule Year") up to an amount equal to the total fees paid or to be paid for such Schedule Year under the applicable Schedule. b) The limitations on Aon's liability contained in Section 9(a) will not apply to Losses arising from: (i) Aon's willful, fraudulent or criminal misconduct; (ii) Aon's breach of the confidentiality provisions of this Agreement resulting in unauthorized use, access or disclosure of Confidential Information; (iii) bodily injury, including death, or damage to tangible personal or real property incurred while Aon is performing the Services and to the extent caused by the negligent or willful acts or omissions of Aon's personnel or agents in performing the Services; or (iv) the infringement of the proprietary rights of a third party by use of the Aon Information contemplated hereunder. c) In no event will either party be liable to the other party for incidental, consequential, special, or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise, and even if advised of the likelihood of such damages. d) Notwithstanding the foregoing, as applicable to the Client and the Services, Aon will not be liable to Client for any amounts for which Client or any of its employee benefits plans would have been responsible to pay irrespective of any act, error or omission by Aon, including interest adjustments. e) To the extent permitted by law, all claims and Losses between the Parties relating to, directly or indirectly, or arising from this Agreement (including the Services), however caused, regardless of the form of action and on any theory of liability, including contract, strict liability, negligence or other tort, shall be brought under this Agreement and shall be subject to the terms of this Agreement. 10. Dispute Resolution a) Except as provided in Section 13.h), the following procedures shall be used in the event of any dispute or controversy arising out of or relating to this Agreement. All negotiations between the parties conducted pursuant to the dispute resolution process described herein (and any of the parties' submissions in contemplation hereof) shall be kept confidential by the parties and shall be treated by the parties and their respective representatives as compromise and settlement negotiations for purposes of the applicable court rules of evidence. b) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either party may give the other party written notice of any dispute not resolved in the ordinary course of business. Within fifteen (15) days after delivery of the notice, the party receiving the notice shall submit to the other a written response. c) Within thirty (30) days after delivery of the notice, the designated executives shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other shall be honored in a timely fashion. d) If the matter in dispute has not been resolved within sixty (60) days after delivery of the notice, or if the parties fail to meet within thirty (30) days, the dispute shall be referred to more senior executives who have authority to settle the dispute and who shall likewise meet in an attempt to resolve the matter in dispute. If the matter has not been resolved within thirty (30) days after it has been referred to the more senior executives, or if no meeting of such senior executives has taken place within fifteen (15) days after such referral, either party may seek alternative legal remedies as it deems appropriate. 11. Insurance a) Coverage. Aon shall maintain, at all times during the term of this Agreement, the following minimum insurance coverages and limits: i) Workers' Compensation and related insurance as prescribed by the law of the state in which the Services are to be performed; ii) General Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate; iii) Professional Liability in the amount of $1,000,000 per claim and in the aggregate; and iv) Network Security and Privacy Liability, either as a separate policy or as part of the Professional insurance policy, in the amount of $1,000,000 per claim and in the aggregate. b) Best Rating. Aon will place such insurance with carriers possessing a B+VII or better rating, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies. 12. Successors and Assigns This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of Aon and Client. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except a party may assign its rights and obligations to an affiliate entity controlled by, controlling, or in common control with the assigning party. 13. Miscellaneous a) The headings used herein are for convenience only and will not affect the interpretation of this Agreement. b) This Agreement has been entered into for the sole benefit of Client and Aon, and in no event will any third -party benefits or obligations be created thereby. c) This Agreement and any Schedule hereunder may be executed in two or more counterparts, each of which will be deemed an original for purposes of this Agreement or the Schedule. d) The relationship between the parties is that of independent contractors. Nothing in this Agreement will be deemed or construed to create ajoint venture, agency, or partnership between the parties for any purpose or between the partners, officers, members, or employees of the parties by virtue of either this Agreement or actions taken pursuant to this Agreement. Aon personnel will remain Aon's employees for all purposes, including, but not limited to, determining responsibility for all payroll -related obligations. e) Aon may enter into subcontracts to perform a portion of the Services under this Agreement provided that Aon shall remain responsible for the acts or omissions of such subcontractors as if such subcontracted activities had been performed by Aon. f) Aon may include Client and its trademarks and logos on Aon's customer lists, proposals and other communications not intended for general distribution. g) It is expressly understood and agreed that the obligations of Sections 5, 6, 8, 9,10,12, and 13 herein, as well as all payment obligations arising on or before the date of termination or expiration of the term of this Agreement, will survive the termination or expiration of this Agreement. h) Each party acknowledges that its failure to comply with the confidentiality and ownership provisions will cause the aggrieved party irreparable harm for which the aggrieved party may not have any adequate remedy at law, and that the aggrieved party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any actual or threatened breach of the confidentiality or ownership provisions of this Agreement.. i) In the event of any action to construe or enforce this Agreement or any portion thereof, the prevailing party will be entitled to recover, in addition to any charges fixed by the court, its costs and expenses of suit, including reasonable attorneys' fees and expenses. j) If any provision of this Agreement or portion thereof is declared invalid, the remaining provisions will nevertheless remain in full force and effect. k) In the event any terms of any Schedule conflict with the terms contained in these General Terms and Conditions, the terms of such Schedule will prevail. I) This Agreement will be construed and enforced in accordance with the internal laws and judicial decisions of the State of New York, excluding its conflict of laws rules that would refer to and apply the substantive laws of another jurisdiction. To facilitate judicial resolution and save time and expense, the parties irrevocably and unconditionally agree not to demand a trial by jury in any action, proceeding or counterclaim arising out of or relating to the Services or this Agreement. m) This Agreement, including any Schedules and the materials incorporated herein from time to time, constitutes the entire agreement of the parties and supersedes all previous oral or written negotiations and agreements relating to the subject matter hereof (including the subject matter of such Schedules). For the avoidance of doubt, this Agreement also supersedes the terms and conditions in any purchase order, engagement letter or general consulting services agreement between Aon and Client regarding the Services covered by this Agreement unless Aon and Client expressly agree that the terms of such orders, letters or agreements shall control over this Agreement. There have been no representations or statements, oral or written, that have been relied on by any party hereto except those expressly set forth herein. [End of Document] ANNIE PEREZ, CPPO Procurement Director Tag of 4llThxrni ADDENDUM NO. 1 RFP 1294386 January 31, 2022 ARTHUR NORIEGA V City Manager REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The RFP's closing date and time has been changed to Wednesday, March 2, 2022. B. Contract No. RFP 678384, Employee Benefit Consulting Services, including the scope of work and compensation ("Current Agreement"), is hereby attached as Exhibit A. C. The following are inquiries received from prospective Proposers and the City's corresponding responses: Q1: Please provide a copy of the Current Agreement. Al : Refer to item B above. Q2: Will the City entertain Proposers who offer an all-inclusive price proposal an annual flat fee versus the not -to -exceed hourly rates? A2: Please refer to Attachment C, Price Proposal. Section A of the Price Proposal requests a flat annual fee and estimated number of hours required for the provision of all services requested within Section 3, Scope of Services; Section B requests not -to -exceed hourly rates for any work requested by the City of the Consultant that is not covered within Section 3, Scope of Services. Pursuant to Section 1.5, Alternate Responses of the General Terms and Conditions, alternate responses will not be considered. Q3: What are the fees paid/payable under the Current Agreement? A3: Refer to item B above: Q4: Will a Bid Bond/Security Bond be required for this RFP? A4: No. Q5: Please provide the City's current Agreement. A5: Refer to item B above. Q6: Would the City consider extending the solicitation closing date? A6: Refer to Item A above. Q7: Please clarify the term of the contract resultant of this RFP. A7: Refer to Section 2.4, Term of Contract, of the RFP. Any additional inquiries will be addressed in a future addendum to the RFP. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO, Director/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: Aon Consulting, Inc. DATE: February 2, 2022 SIGNATURE: Tag of 4llThxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 2 RFP 1294386 February 18, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. Section 2.26 titled "Local Vendor Preference" is hereby added to the RFP with the following language: Section 2.26 Local Vendor Preference Refer to Section 1.48, Local Vendor Preference, Subsection B, of this RFP. B. Section 5, Evaluation Criteria has been deleted in its entirety and is hereby replaced with the following language: Proposer's Relevant Experience, Qualifications and Past Performance: (25 Points) Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services: (20 Points) Proposer's approach to providing the services requested in this Solicitation: (35 Points) Price Proposal Local Vendor Preference: (20 Points) (4 Points) Maximum Points Available: 104 Points C. The following are the inquiries received and the City's corresponding responses: Q1: Please confirm whether or not the City is willing to accept Automobile Liability based upon Auto limits for any accident or loss. Al : The City finds this to be acceptable. Q2: Please confirm whether or not the City is willing to accept that Professional Liability limits are for each wrongful act/annual aggregate? A2: The City is only accepting Professional Liability limits as expressed in Section 2.10, Insurance Requirements. Q3: Is the City willing to allow the Successful Proposer to advertise that a cancelled or non -renewed insurance policy would be replaced with no coverage gap and a current certificate of insurance ("COI") would be provided, and not provide a cancellation notice, since such coverage will be replaced with no gap? A3: The City finds this to be acceptable. Q4: Will the City accept being named additional insured on the Commercial Liability Policy, with the Successful Proposer providing a COI, rather than an endorsement? A4: The City finds this to be acceptable. Q5: Does Local Vendor Preference apply to this RFP? A5: Yes, refer to Item A above. Q6: Section 2.7, Proposers' Minimum Qualifications, Subsection A, requires that Proposers shall "have at least ten (10) years continuous experience... for public sector groups of 3,000 employees or greater." Will the City accept private sector groups similar in size and scope of services to satisfy this requirement? A6: No. Any additional inquiries will be addressed in a future addendum to the RFP. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO, Director/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: Aon Consulting, Inc. SIGNATURE: DATE: February 21, 2022 Tag of 4llThxrni ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 3 RFP 1294386 February 25, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Wednesday, March 9, 2022, at 5: OO PM . ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: Aon Consulting, Inc. DATE: March 1, 2022 Tag of 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 4 RFP 1294386 March 7, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, March 23, 2022, at 5:OOPM. B. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1: What, if any, limitations/caps will the City accept to the indemnification language within the RFP? Al : The only limitation/cap to the indemnification language that will be allowed is the removal of that certain language making the Provider/consultant also responsible for the City's negligence, in addition to their own. Q2: Is the city willing to accept the following: If indemnification be limited to losses and damages as a result of the negligence of the Successful Proposer and is covered under the Successful Proposer's General Liability policy; any wrongful acts solely in rendering or failing to render professional services and covered under the Successful Proposer's Professional Liability policy; or any claim alleging a security failure, privacy event or wrongful act and covered under the Successful Proposer's Cyber Liability policy? A2: No. The required insurance is in addition to the indemnification, not in substitution of the same. Q3: Would the City accept the Successful Proposer retaining sole and exclusive ownership of all right, title and interest in and to its intellectual property and derivatives thereof which no data or confidential information of the City was used to create and which was developed entirely using Successful Proposer's own resources, if to the extent that Successful Proposer's intellectual property is necessary for the City to use the services provided, the Successful Proposer grants the City a non-exclusive, royalty -free license to Successful Proposer's intellectual property solely for the City's use of such services? A3: Yes. Q4: Is it acceptable for the Successful Proposer to keep a copy of its work product? A4: Yes. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: Aon Consulting, Inc. SIGNATURE: DATE: March 9, 2022 Tttv 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 5 RFP 1294386 March 22, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, March 30, 2022, at 5:00 PM. B. City of Miami 2021 Self Funded Experience (Jan., 2021 — Nov., 2021), is hereby attached as Exhibit A to this Addendum. C. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1. Please provide the current number of full-time employees and retirees by line of coverage. Al . Risk Managed Benefits Active Employees Census as of January 2022: Basic Life & ADD 339 Cigna Dental DHMO 718 Cigna Dental PPO 991 Comprehensive Vision 612 Dependent Care FSA 32 Dual Choice (POS) 1,861 Health Care FSA 504 ID Shield 293 Legal Shield 361 Standard Exec LTD 159 Standard Exec STD 29 Risk Managed Benefits Retiree Census as of January 2022: Medical 343 Medicare RX 189 Dental PPO 145 Q2. Does the City currently have an on -site clinic? If so, please provide a summary of the services offered. A2. Yes, the City has an on -site clinic that is currently offering the following services: • Acute Care Visits; • Preventative Health; • Chronic Conditions; • Health Coaching; • Lab Services; and • Diagnostics / Screenings. Q3. What is the proposed effective date of the contract? A3. This contract will become effective upon execution following final approval of contract award by the Miami City Commission. Q4. Please provide the Employee Handbook that details all benefits that employees are eligible for? A4. Benefits available to City employees can be viewed by following this link: https://www.miamigov.com/My-Government/Departments/Risk- Management/Employee-Benefits-City-of-Miami Q5. Please list the current carriers/vendors for the different lines of benefit coverage. A5. Benefit Carrier Medical CIGNA Dental (HMO/PPO) CIGNA Vision CIGNA FSA HC/DC CIGNA Basic Life AD&D Minnesota Life Pre Paid Legal Legal Shield Identify Theft Legal Shield Executive LTD The Standard Executive STD The Standard Q6: Who is the City's Benefit Administration vendor? A6: The City does not currently have a Benefit Administrator. Q7: a) When were the City's medical and pharmacy benefits last audited? b) What were the scopes of these audits? A7: a) The City's medical and pharmacy programs have not been audited since at least 2013. b) The scopes of these audits are unknown. Q8: Does the pharmacy/medical ("PM") carrier cover the cost of their respective audits? A8: No, the City, as the employer, covers these costs. Q9: Do the current PM vendors allow for semi-annual audits? A9: No. Q10: Does the current Benefit Consultant receive commissions from carriers on voluntary products outside of their fee from the City? Al 0: Not to the knowledge of the City. Q11: How much in wellness funds does the City currently receive from its benefit vendors? Al1: The City currently receives $200,000 annually, pursuant to the benefit vendor's Administrative Services Only Agreement. Q12: Pursuant to Section 3.A.1 of the RFP, the City requests that the Successful Proposer conduct semi-annual on -site claims audits of self -funded plans at the Third -Party Administrator's facility. Can these audits be conducted virtually? Al2: Yes. Q13: Section 3 of the RFP requires Successful Proposer: a) Attend Healthcare Insurance Committee Meetings, Will these meetings be conducted virtually? b) Attend wellness meetings: Historically, how many wellness meetings have been held per year? Have wellness meetings been held virtually? c) Attend meetings with various providers under contract with the City, or with City staff: Please provide examples of these providers. d) Be available for periodic meetings where deliverables are discussed: Are these meetings conducted virtually? A13: a) Yes, if needed. b) Twelve (12) to twenty-four (24) meetings have been held annually; virtually when needed. c) Jet Dental, Eyes on the Job, One Blood, and several fitness vendors. d) Yes, if needed. Q14: Please identify any other initiatives related to City employees that the Successful Proposer can support. A14: 1. Improvement/enhancement of wellness program deliverables; and 2. Ways to increase on -site clinic utilization by employees. Q15: Does the City have online enrollment technology for voluntary employee benefits? A15: Yes. Q16: Are onsite claims being performed by a third party with the incumbent medical carrier? If so, is there a cost to the City for this service? A16: No. Q17: Is the City's annual Florida Statute 112.08 filing part of the current consulting contract? A17: No. Q18: Is there a cost to the City for Consolidated Omnibus Budget Reconciliation Act ("COBRA") administration? A18: Yes. Any additional inquiries will be addressed in a future addendum to the RFP. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: Aon Consulting, Inc. DATE: March 22, 2022 it 0 1' is mi ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 6 RFP 1294386 March 30, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Wednesday, April 13, 2022, at 5:00 PM. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: Aon Consulting, Inc. DATE: March 30, 2022 Tag of 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 7 RFP 1294386 April 12, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, April 27, 2022, at 5:00 PM. B. Section 3, Specifications/Scope of Work, subsection A.1.g has been added to include the following language: Provide on -site enrollment counselors during open enrollment as requested by the City. C. On Site Clinic Utilization Reports from February 2022 and December, 2021 are hereby attached as Exhibit A, KPI Dashboard. D. City of Miami Self -Funded Experience — Claims through November, 2021, is hereby attached as Exhibit B to this Addendum. E. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1. When did the most recent on -site audit of the City's medical claims at the Third -Party Administrator's facility take place? Al . As of the date of this Addendum, no such audit has been conducted. Q2. A) When was the last time each of the City's coverages was marketed? b) Which coverages does the City expect to be marketed in 2022 for placement in 2023? A2. Below as listed are the City's coverages, dates of last marketed and whether or not the coverages will be marketed in 2022 for the 2023 calendar year: Benefit/Coverage Carrier Last Marketed To be marketed in 2022 for Calendar year 2023? Medical CIGNA 2013 No Dental (HMO/PPO) CIGNA 2015 Yes Vision CIGNA 2019 No FSA HC/DC CIGNA 2013 No Basic Life AD&D Minnesota Life 2014 Yes Pre Paid Legal Legal Shield 2017 Yes Identify Theft Legal Shield 2017 Yes Executive LTD The Standard 2018 No Executive STD The Standard 2018 No Q3. What critical topics has the City presented in the past to the current Benefit Consultant? A3. The City has sought Assistance from the current Benefit Consultant with responses to Internal Revenue Services ("IRS") Affordable Care Act notices regarding employer responsibilities due to IRS Form 1095 coding issues. Q4. Please provide the sample size for the semi-annual on -site claims audits of self -funded plans at the Third -Party Administrator's facility ("audits"), as requested in Section 3, Specifications/Scope of Work, subsection A.1.c). A4. The sample size of the audits will be as follows: 225 claims — Statistical Sample — Claims of high, medium and low -dollar amounts are selected. Q5: The City requests a semi-annual audit of the Pharmacy Benefits Management program. Please disclose whether the type of audit is Minimum Guarantee Validation or Pharmaceutical Contract? A5: The City is unfamiliar with these types of audits. Therefore, the City is unable to provide an answer to this question. Q6: Please elaborate upon the City's needs for developing employee communications, including formulation of employee surveys and focus groups including: a) types of communication; b) types and frequency of surveys; and c) types and frequency of focus groups A6: The City will require: a) written communication; b) periodic electronic surveys; and c) focus groups to enhance benefit and wellness deliverables as needed. Q7: Does the City expect the Successful Proposer to provide on -site enrollment counselors? A7: Refer to Item B above. Q8: Please provide copies of the most recent on -site clinic utilization reports. A8: Refer to Item C above. Q9. Please provide samples of the financial reports currently generated by the City's Benefit Consultant. A9. Refer to Item D above. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: Aon Consulting, Inc. DATE: April 12, 2022 Titu 0 -Land ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 8 RFP 1294386 April 26, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Monday, May 9, 2022, at 5:00 PM. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: Aon Consulting, Inc. DATE: April 26, 2022 SIGNATURE: /'-i / �Y' About Aon plc (NYSE: AON) exists to shape decisions for the better —to protect and enrich the lives of people around the world. Our colleagues provide our clients in over 120 countries with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business. © Aon plc 2022. All rights reserved. The information contained herein and the statements expressed are of a general nature and are not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information and use sources we consider reliable, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. www.aon.com DocuSign Envelope ID: B86091 B3-E042-4868-BAFD-21 B6C6CE63A9 Employee Benefit Consulting Services EXHIBIT C PRICE PROPOSAL RFP 1294386 A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services. Term Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 2,184 $521,700 2 First 1-year OTR Period 728 $179,117 3 Second 1-year OTR Period 728 $184,482 Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term Years 1 - 3 OTR 1 Year 4 OTR 1 Year 5 Lead Consultant $ 390 $ 402 $ 414 Actuary $ 450 $ 464 $ 478 Consultant $ 330 $ 340 $ 350 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. The City reserves the right to negotiate the final pricing for this work on a project - by -project basis, at the City's sole discretion. 4) The pricing outlined above does not include conducting audits. 1441 DS ,—DocuSigned by: . —£ 1-BDEC34U-4 E12... Rebecca Feldman, U.S. Health Chief of Strategy Sue Patino, Senior Counsel 56 Price Proposal Employee Benefit Consulting Services EXHIBIT C PRICE PROPOSAL RFP 1294386 A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services. Term Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 2,184 $555,000 2 First 1-year OTR Period 728 $190,550 3 Second 1-year OTR Period 728 $196,257 Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term Years 1 - 3 OTR 1 Year 4 OTR 1 Year 5 Lead Consultant $ 390 $ 402 $ 414 Actuary $ 450 $ 464 $ 478 Consultant $ 330 $ 340 $ 350 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. The City reserves the right to negotiate the final pricing for this work on a project - by -project basis, at the City's sole discretion. 4) The pricing outlined above does not include conducting audits. Aon Proprietary and Confidential 56 Request for Proposals No. 1294386 City of Miami Request for Proposals (RFP) Procurement Department Miami Riverside Center 444 SW 2ndAvenue, 6th Floor Miami, Florida 33130 Web Site Address: www.miamigov.com/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre-Bid/Pre-Proposal Conference: Pre-Bid/Pre-Proposal Date/Time: 1294386 Employee Benefit Consulting Services Monday, January 3, 2022 Wednesday, February 2, 2022 at 5:00 PM Voluntary Wednesday, January 12, 2022 at 11:00 AM Pre-Bid/Pre-Proposal Location: Virtual via Microsoft TEAMS https://teams.microsoft.com/l/meetup- join/19%3ameeting MTA4NGO0YmYtZmI3MS00NDA1LWE4MGUtMGU3YmOyODh mYmUw%40thread.v2/0?context=%7b%22Tid%22%3a%223806b8f3-aa50-49ec-b72d- a300792565f9%22%2c%220id%22%3a%22211758a6-a640-4e56-a305- 49e4188eab95%22%7d Deadline for Request for Clarification: Contracting Officer: Contracting Officer E-Mail Address: Contracting Officer Facsimile: or via phone at (786) 598-2961 Conference ID 592 811 715# Wednesday, January 19, 2022 at 5:00 PM Johnson, Charles cjohnson@miamigov.com (305) 400-5373 Request for Proposals No. 1294386 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.B. 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 terms and conditions of this solicitation and certify that I 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: Certifications Request for Proposals No. 1294386 Legal Name of Firm: Finn's Federal Employer Identification Number ("FEIN"): Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Business Tax Receipt/Occupational 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 portion of the work they will be responsible for under this contract (a copy of their license(s) must be submitted with your bid 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 No. 1, 10/1/21). If no addendum/addenda was/were issued, please insert N/A. Has Proposer reviewed the attached Sample Professional Services Agreement? Yes / No Acknowledge that if awarded, Proposer will be required to execute the Professional Services Request for Proposals No. 1294386 Agreement in substantially the attached form. In addition, Proposer must acknowledge that certain clauses (including #2 Term, #6 Audit and Inspection Rights and Records Retention, #8 Public Records, #9 Compliance with Federal, State and Local Laws, #10 Indemnification/Hold Harmless/Duty to Defend, #13 Termination; Obligation Upon Termination, #15 Nondiscrimination, and # 23 City Not Liable for Delays) are non-negotiable. Request for Proposals No. 1294386 IMPORTANT NOTICE TO PROPOSERS • FAILURE TO COMPLETE, SIGN, AND/OR UPLOAD THE FOLLOWING WILL RENDER YOUR PROPOSAL NON -RESPONSIVE: o THE CERTIFICATION STATEMENT; o CERTIFICATIONS SECTION; AND o ATTACHMENT C, PRICE PROPOSAL • ATTACHMENT FILES SHALL BE NO MORE THAN 250MB IN SIZE EACH, SHOULD THERE BE A NEED FOR A LARGER SIZE FILE TO BE UPLOADED SPLIT IN MULTIPLE FILES • CONTACT BIDSYNC VENDOR SUPPORT TOLL -FREE NUMBER 800-990-9339, EMAIL SUPPORT(&BIDSYNC.COM, OR SUPPORT.BIDSYNC.COM FOR BIDSYNC TECHNICAL DIFFICULTIES AND/OR ISSUES. Request for Proposals No. 1294386 Table of Contents Terms and Conditions 1. General Terms and Conditions 1.1. GENERAL TERMS AND CONDITIONS 2. Special Conditions 2.1. PURPOSE 2.2. VOLUNTARY PRE -PROPOSAL CONFERENCE 2.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 2.4. TERM OF CONTRACT 2.5. CONDITIONS FOR RENEWAL 2.6. LIVING WAGE ORDINANCE 2.7. PROPOSERS MINIMUM QUALIFICATIONS 2.8. REFERENCES 2.9. EXECUTION OF AN AGREEMENT 2.10. INSURANCE REQUIREMENTS 2.11. PROJECT MANAGER 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 2.13. REMOVAL OF EMPLOYEES/SUBCONTRACTORS 2.14. UNAUTHORIZED WORK 2.15. CHANGES/ALTERATIONS 2.16. COMPENSATION 2.17. METHOD OF PAYMENT 2.18. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 2.19. RECORDS 2.20. ADDITIONAL SERVICES 2.21. TRUTH IN NEGOTIATION CERTIFICATE 2.22. NON -APPROPRIATION OF FUNDS 2.23. FAILURE TO PERFORM 2.24. TERMINATION 2.25. ADDITIONAL TERMS AND CONDITIONS 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Request for Proposals No. 1294386 Terms and Conditions 1. General Terms and Conditions 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 $25,000.00 or more. Defmition: 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, EQUIPMENT OR SERVICES - Any good(s), equipment or services 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. In terms of this Solicitation the use of the word "services" includes without limitation professional and personal services as that term professional and personal services is defined by the City of Miami Procurement Ordinance and as set forth in the Definitions Section 18-73 of the City Code. 1.2 ACCEPTANCE OF OFFER - Subject to prior occurrence of all condition's precedent set forth in Section 1.88, 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 the occurrence of all conditions precedent and issuance by the City of a purchase order or notice to proceed, as applicable. In summation, execution of a Professional Services Agreement and/or Agreement, approval by a referendum as stated in this RFP, and issuance by the City of a purchase order, and/or notice to proceed, as applicable. 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: 1) Who has previously failed to properly perform under the terms and conditions of a Professional Services Agreement ("PSA") and/or Agreement, 2) Who failed to deliver on time, contracts of a similar nature, 3) Who is not in a position to perform the requirements defined in this formal solicitation 4) Who has been debarred, 5) Who is on the convicted vendors list, 6) Who is indebted to the City, or 7) Who is otherwise determined to be non- responsive or non -responsible. The City further reserves the right to waive any irregularities, 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 on the Request for Proposals No. 1294386 BidSync Procurement Solutions Platform ("BidSync") only. 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 its rights, title or interest herein, without the City Manager'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. The audit and inspection provisions set forth in Sections 18-100 to 18-102, City Code, are deemed as being incorporated by reference herein as set forth in full. 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 at the Contract price(s) established herein, when permissible by Federal, State, and local laws, rules, and regulations. Additionally, any governmental entity outside of the State of Florida but, within the Continental United States of America, may avail itself to this Contract and purchase any and all goods/services, specified herein from the Successful Proposer at the Contract price(s) established herein, when 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 will establish its own Contract, 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. 1.10 AWARD OF CONTRACT: A. The PSA and/or Agreement, the Formal Solicitation, the Proposer's response, any addenda issued, and the blanket purchase order shall constitute the entire contract, unless modified in accordance with any ensuing amendment or addenda. B. 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. Request for Proposals No. 1294386 C. The term of the contract shall be specified in one of three documents which shall be issued to the Successful Proposer. These documents may either be a blanket purchase order, notice of award and/or contract award sheet. D. 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 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. E. 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. F. An PSA and/or Agreement shall 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 PSA and/or Agreement with the Proposer, whichever is determined to be in the City's best interests. Such PSA and/or Agreement which 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. All conditions precedent identified in Section 1.88 before any Agreement is binding. 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 bid is required from all Proposers, if so indicated under the Special Conditions. This check or bond guarantees that the Proposer will accept the order or contract/agreement, as proposed, if it is awarded to the Proposer. Proposer shall forfeit proposal deposit to the City should the City award the contract/agreement to the Proposer and if 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 contract has been awarded, all deposits will be returned on demand. 1.12 RESPONSE FORM - All forms should be completed, signed and submitted accordingly. 1.13 BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute a PSA and/or 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 negotiated with the next highest ranked responsive and responsible Proposal most advantageous to the City or all responses may be rejected. 1.14 BRAND NAMES - If and 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 rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/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) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form 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. Request for Proposals No. 1294386 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 - Proposer 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 sub-contractor/sub-consultant, 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 Procurement Department 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, competitive solicitations etc., et. al., as applicable. 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. 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. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. Request for Proposals No. 1294386 K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. M. City Financial Policies, City Code Chapter 18, Article IX. N. City of Miami Charter Sections 3(f) (iii) and 29-B. O. City of Miami Sale or Lease of Real Property, City Code Chapter 18, Article V. P. City of Miami Living Wage Ordinance, Chapter 18, Article X, City Code. Q. Alcoholic beverage, food and beverage laws, approvals and permits as required by state and local laws. R. Miami -Dade County Shoreline Review Ordinance Chapter 33D, Article III, Miami -Dade County Code. Lack of knowledge or notice by the Proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, regulations, 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, or RFLI 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 $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, or RFLIs between potential vendors, service providers, Proposers, lobbyists or consultants (among others) 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's 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 conferences, 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, or RFLI documents; or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, or RFLI, 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 (clerks@miamigov.com), 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 Request for Proposals No. 1294386 shall report such violation to the State Attorney and/or may file a complaint with the Miami -Dade County 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 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 and Florida municipality, 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 (or former employee of the City who left City service within the past two (2) years) who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the Proposer's firm. A. Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within their trust, or perform their duties, to secure a special privilege, benefit, or exemption for itself, or others. Proposer may not disclose or use information not available to members of the general public and gained by reason of their position, except for information relating exclusively to governmental practices, for their personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Proposer who is a person (every officer, official and employee of the city, including every member of any board, commission or agency of the city) as defined in Section 2-611 of the City Code, hereby acknowledges that 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 years. Proposer further warrants that they are 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 any intellectual property, copyright or patent rights in manufacturing, producing, or selling the goods or equipment 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). Request for Proposals No. 1294386 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 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 following: (i) 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. (ii) 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. (iii) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (iv) 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. (v) Debarment or suspension of the Contractual Party by any federal, state, local, or other governmental (public) agency or entity. (vi) False certification pursuant to paragraph (c) below. (vii) Found in violation of a zoning ordinance for which the violation remains noncompliant (viii) Found in violation any city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (ix) 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)(v). (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. Request for Proposals No. 1294386 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: 1) submit a response fora contract to provide goods or services to a public entity; 2) Submit a response on a contract with a public entity for the construction or repair of a public building or public work; 3) Submit response on leases of real property to a public entity; 4) award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity; and 5) 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 furnish 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. 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 AND RESPONSIBILITY - Each proposal will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A. Responsive Proposal 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 Proposal non -responsive. B. Determination of Responsibility. A Responsible Proposer shall mean a Proposer who has submitted a proposal and who has the capability, as determined under Section 18-95 of the City Code, in all respects to fully perform the Contract requirements, and the integrity and reliability of which give reasonable assurance of good faith and performance. Request for Proposals No. 1294386 1. Proposals will only be considered from any person or firm who are regularly engaged in the business of providing the good(s)/service(s) 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. 2. The City may consider any information 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 provide documentation 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. 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 180 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, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing 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) PSA and/or Agreement and/or any Amendments to the PSA and/or Agreement 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 Formal 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. Request for Proposals No. 1294386 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 most advantageous Proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/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 misstates 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 in default on a bid, payment/ performance, bond they have submitted or as the surety bond or certificate furnished has not performed despite demand they do so 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. Request for Proposals No. 1294386 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 govemmental 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. 1.35 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 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 bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/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 AND CITY OF MIAMI LIVING WAGE ORDINANCE - A. Florida Minimum Wage. In accordance with the Constitution of the State of Florida, Article X, Section 24, employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the Successful Proposer's/Contractor's and their subcontractor's responsibility to understand and comply with this Florida minimum wage requirement and pay its employees the current established hourly minimum wage rate. This minimum wage rate is subject to change or adjusted by the rate of inflation using the consumer price index ("CPI") 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 1st. It is the Proposer's and their subcontractor's (if applicable), full responsibility to determine whether any of their employees may be impacted by this Florida Minimum Wage Law, at any given point in time during the term of the Bid Contract. If impacted, Proposer must provide, with its bid, employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of bid submittal constitute Successful Proposer's/Contractor's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of the Bid Contract, and a waiver of any contractual price increase request(s). The City reserves the right to request and the Successful Proposer/Contractor must provide for any, and all information to make a wage and contractual price increase(s) determination. B. City of Miami 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 Request for Proposals No. 1294386 the other exclusions provided by Section 18-557 of the City Code. 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 $15.00 per hour without health benefits; or a wage of no less than $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 Section 18-557 of the City Code for a complete and thorough description of the City of Miami Living Wage Ordinance. 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 terms 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 (IIHI) 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 law; 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 Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested 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 PHI 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 Request for Proposals No. 1294386 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. All 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 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 bid closing, whichever is earlier. Bid/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 Contractor, shall furnish Evidence of Insurance to the Purchasing 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." Request for Proposals No. 1294386 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 bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, 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 bid/proposal. Failure to provide such certification may result in the rejection of bid/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 the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51 MOST FAVORED NATIONS - Successful Proposer shall not treat the City of Miami ("City") worse than any other similarly -situated local government and, in this regard, grants the City a "most favored nations clause" meaning the City will be entitled to receive and be governed by the most favorable terms and conditions that Successful Proposer grants now or in the future to a similarly situated local government. 1.52 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 Request for Proposals No. 1294386 relationship between the parties. 1.53 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. 1.54 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. 1.55 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 formal 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 construction 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. 1.56 NOTICE REGARDING "CURES" - Proposals submitted with irregularities, deficiencies, and/or technicalities that deviate from the minimum qualifications and submission requirements of Request for Qualifications (RFQ), Request for Proposals (RFP), Invitation to Bid (ITB), Invitation for Bids (IFB), Invitation to Quote (ITQ), Requests for Letters of Interest (RFLI) and Request for Sponsorships (RFS) shall result in a non -responsive determination. any solicitation issued after May 6, 2019, shall comply with APM 2-19. APM 2-19 is attached hereto. only minor irregularities, deficiencies, and technicalities may be allowed to be timely cured by the proposer at the sole discretion of the city. material irregularities, deficiencies, and technicalities cannot be cured by the proposer, and are not waivable by the city. PROPOSALS SUBMITTED WITH IRREGULARITIES, DEFICIENCIES, AND/OR TECHNICALITIES THAT DEVIATE FROM THE MINIMUM QUALIFICATIONS AND SUBMISSION REQUIREMENTS OF THIS RFP/Q SHALL RESULT IN A NON -RESPONSIVE DETERMINATION. The City will not give consideration to the curing of any Proposals that fail to meet the minimum qualifications and submission requirements of this RFP/Q. Proposer understands that non -responsive Proposals will not be evaluated and, therefore, will be eliminated from the Evaluation/Selection Process. Request for Proposals No. 1294386 1.57 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. 1.58 ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. 1.59 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 purposes whatsoever without the written consent of the City. 1.60 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. 1.61 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. 1.62 PREPARATION OF RESPONSES - Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/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, where 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. Bids/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. Request for Proposals No. 1294386 G. The City of Miami's Response Forms shall be used at all times. Use of any other forms will result in the rejection of the response. ANY REQUIRED ATTACHMENTS PROVIDED BY THE CITY MUST BE RETURNED TO THE CITY OR YOUR RESPONSE SHALL BE DEEMED NON -RESPONSIVE. 1.63 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 on to the City of Miami. 1.64 PRODUCT SUBSTITUTES - In the event a particular good (that has been awarded and approved) 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. 1.65 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 fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.66 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. 1.67 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. 1.68 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. 1.69 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: A. Submit a Bid to provide any goods or services to a public entity. Request for Proposals No. 1294386 B. Submit a Bid on a contract with a public entity for the construction or repair of a public building or public work. C. Submit responses on leases of real property to a public entity. D. Be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity. E. Transact business with any public entity in excess of the threshold amount provided in Section 287.017, CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.70 PUBLIC RECORDS - Proposer 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 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. Successful Proposer shall additionally comply with the provisions of Section 119.0701, Florida Statutes, titled "Contracts; public records". Proposer shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: A. Keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service. B. 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. C. Ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law. D. 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. E. All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL 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. 1.71 QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/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. 1.72 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. 1.73 REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal Request for Proposals No. 1294386 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. 1.74 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 disputes between the Proposer and the City which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to disputes 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. 1.75 RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (SECTION 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 $25,000.00. Protests thereon shall be governed by the administrative policies and procedures of purchasing. Protest of solicitation. a. 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 b. Any prospective bidder who intends to contest bid specifications or a bid 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 bid solicitation 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. Protest of award. a. Any actual proposer who perceives itself aggrieved in connection with the recommended award of 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 two days after receipt by the proposer of the notice of the city manager's recommendation for award of contract. 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 a protest is considered filed when received by the chief procurement officer; or Request for Proposals No. 1294386 b. Any actual responsive and responsible bidder whose bid is lower than that of the recommended bidder 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 days after receipt by the bidder of the notice of the city's determination of non -responsiveness or non - responsibility. The receipt by bidder 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 a protest is considered filed when received by the chief procurement officer. c. A written protest based on any of the foregoing must be submitted to the chief procurement officer within five 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 form 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. Authority to resolve protests; hearing officer(s). Hearing officers appointed by the city shall have authority to resolve protests filed under this chapter of the City Code. The city manager shall appoint a hearing officer, from a separate list of potential hearing officers pre -approved by the city commission, to resolve protests filed in accordance with this section, no later than five working days following the filing of a bid protest. The hearing officer shall have the authority to settle and resolve any written protest. The hearing officer shall submit said decision to the protesting party and to the other persons specified within ten days after he/she holds a hearing under the protest. (1) Hearing officer. The hearing officer may be a special master as defined in chapter 2, article X, section 2-811 of the City Code, or a lawyer in good standing with the Florida Bar for a minimum of ten years with a preference given to a lawyer who has served as an appellate or trial court judge. The hearing officer may be appointed from alternative sources (e.g. expert consulting agreements, piggyback contracts, etc.) where the city commission adopts a recommendation of the city attorney that such action is necessary to achieve fairness in the proceedings. The engagement of hearing officers is excluded from the procurement ordinance as legal services. The hearing officers appointed in the pre -qualified group should be scheduled to hear protests on a rotational basis. (2) Right of protest. Any actual bidder or proposer who has standing under Florida law dissatisfied and aggrieved with the decision of the city regarding the protest of a solicitation or the protest of an award as set forth above in this section may request a protest hearing. Such a written request for a protest hearing must be initiated with a notice of intent to protest followed by an actual protest as provided in subsection 18-104(a). The notice of intent to protest and the actual protest must each be timely received by the chief procurement officer and must comply with all requirements set forth in subsection 18-104(a). Failure to submit the required notice of intent to protest and the actual protest within the specified timeframes will result in an administrative dismissal of the protest. Request for Proposals No. 1294386 (3) Hearing date. Within 30 days of receipt of the notice of protest, the chief procurement officer shall schedule a hearing before a hearing officer, at which time the person protesting shall be given the opportunity to demonstrate why the decision of the city relative to the solicitation or the award, which may include a recommendation for award by the city manager to the city commission, as applicable, should be overturned. The party recommended for award, if it is a protest of award, shall have a right to intervene and be heard. (4) Hearing procedure. The procedure for any such hearing conducted under this article shall be as follows: a. The city shall cause to be served by certified mail a notice of hearing stating the time, date, and place of the hearing. The notice of hearing shall be sent by certified mail, return receipt requested, to the mailing address of the protester. b. The party, any intervenor, and the city shall each have the right to be represented by counsel, to call and examine witnesses, to introduce evidence, to examine opposing or rebuttal witnesses on any relevant matter related to the protest even though the matter was not covered in the direct examination, and to impeach any witness regardless of which party first called him/her to testify. The hearing officer may extend the deadline for completion of the protest hearing for good cause shown, but such an extension shall not exceed an additional five business days. The hearing officer shall consider the written protest and supporting documents and evidence appended thereto, supporting documents or evidence from any intervenor, and the decision or recommendation as to the solicitation or award being protested, as applicable. The protesting party, and any intervenor, must file all pertinent documents supporting his/her protest or motion to intervene at least five business days before the hearing, as applicable. The hearing officer shall allow a maximum of two hours for the protest presentation and a maximum of two hours for the city response. When there is an intervenor, a maximum of two hours will be added for the intervenor. In the event of multiple protests for the same project, the hearing officer shall allocate time as necessary to ensure that the hearing shall not exceed a total of one day. c. The hearing officer shall consider the evidence presented at the hearing. In any hearing before the hearing officer, irrelevant, immaterial, repetitious, scandalous, or frivolous evidence shall be excluded. All other evidence of a type commonly relied upon by reasonably prudent persons in the conduct of their affairs shall be admissible whether or not such evidence would be admissible in trial in the courts of Florida. The hearing officer may also require written summaries, proffers, affidavits, and other documents the hearing officer determines to be necessary to conclude the hearing and issue a final order within the time limits set forth by this section. d. The hearing officer shall determine whether procedural due process has been afforded, whether the essential requirements of law have been observed, and whether the decision was arbitrary, capricious, an abuse of discretion, or unsupported by substantial evidence as a whole. Substantial evidence means such relevant evidence as a reasonable mind might accept as adequate to support a conclusion. e. Within ten days from the date of the hearing, the hearing officer shall complete and submit to the City Manager, the City Attorney, any intervenor, the Chief Procurement Officer, and the person requesting said hearing a final order consisting of his/her fmdings of fact and conclusions of law as to the denial or granting of the protest, as applicable. f. The decisions of the hearing officer are final in terms of city decisions relative to the protest. Any appeal from the decision of the hearing officer shall be in accordance with the Florida Rules of Appellate Procedure. 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 Request for Proposals No. 1294386 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. Stay ofprocurements 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. Costs. All costs accruing from a protest shall be assumed by the protestor. 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 $5,000.00, 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 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. (Ord. No. 12271, § 2, 8-22-02; Ord. No. 13629, § 2, 9-8-16). 1.76 SAMPLES - 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. 1.77 SELLING, 'TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Proposer shall not sell, assign, 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. 1.78 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. 1.79 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 are 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. Request for Proposals No. 1294386 1.80 SUBMISSION AND RECEIPT OF RESPONSES - Electronic Proposal submittals to this RFP are to be submitted through BidSync Electronic Bidding System ("BidSync") until the date and time as indicated in the Solicitation. The responsibility for submitting a Proposal on/or before the stated closing time and date is solely and strictly the responsibility of the Proposer. The City will in no way be responsible for delays caused by technical difficulties or caused by any other occurrence. Electronic Proposal submissions may require the uploading of electronic attachments. The submission of attachments containing embedded documents or proprietary file extensions is prohibited. All documents should be attached as individual files and labeled. Any Proposals received and time stamped through BidSync, prior to the Proposal submittal deadline shall be accepted as a timely submittal; anything thereafter will be rejected. Additionally, BidSync will not allow for the electronic Proposal submittal after the closing date and time has lapsed. Proposals will be opened promptly at the time and date specified. 1. Must register, free of charge, with BidSync Electronic Bidding System ("BidSync") to establish an account in order to have access to view and/or respond to any solicitations issued by the City of Miami's Procurement Department ("City"). 2. Shall submit all Proposals electronically. Hard copy Bid submittals will not be accepted. NO EXCEPTIONS. 3. Must submit the Certification Statement and associated solicitation documents which define requirements of items and/or services to be purchased and must be completed and submitted as outlined within the solicitation via BidSync. The use of any other forms and/or the modification of City forms will result in the rejection of the Proposer's Proposal submittal. 4. Shall ensure that the Certification Statement is fully completed and provided with your Proposal. Failure to comply with these requirements may cause the Proposal to be rejected. 5. Must ensure that an authorized agent of the Proposer's firm signs the Certification Statement and submits it electronically. FAILURE TO SIGN THE CERTIFICATION STATEMENT SHALL DEEM THE PROPOSAL NON -RESPONSIVE. 6. May be considered non -responsive if Proposals do not conform to the terms and conditions of this solicitation. 1.81 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. 1.82 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 termination 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 funds. 1.83 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. Request for Proposals No. 1294386 1.84 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. 1.85 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. 1.86 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 attorney's fees incurred by the City by reason of any legal action challenging your claim 1.87 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 or purchase 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. 1.88 USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity 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. 1.89 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. Request for Proposals No. 1294386 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for Employee Benefit Consulting Services, as specified herein, from a source(s), that will provide prompt and efficient service, fully compliant with the terms, conditions and stipulations of the Solicitation. 2.2. VOLUNTARY PRE -PROPOSAL CONFERENCE A Virtual Voluntary pre -proposal conference will be held Wednesday, January 12, 2022 at 11:00 AM, via Teams http s://team s.micro soft. co m/l/m eetup- ioin/19%3ameeting MTA4NGOOYmYtZmI3MSOONDA1LWE4MGUtMGU3YmOyODhmYmUw%40thr ead.v2/0?context=%7b %22Tid%22 %3a%223806b8f3-aa50-49ec-b72d- a300792.565f9%22%2c%220id%22%3a%222117.58a6-a640-4e_56-a305-49e4188eab95%22%7d or via phone (786) 598-2961, Microsoft Teams Conference ID — 592 811 715#. A discussion of the requirements of the Solicitation will occur at that time. Each potential Proposer is required, prior to submitting a Proposal, to acquaint itself thoroughly with any and all conditions and/or requirements that may in any manner affect the work to be performed. All questions and answers affecting the scope of work/specifications of the RFP will be included in an addendum, that will be distributed through BidSync, following the Pre -Proposal Conference to all the attendees. Because the City considers the Pre -Proposal Conference to be critical to understanding the Solicitation requirements, attendance is highly recommended. 2.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION / CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted electronically via the Bidsync Portal. All questions must be received no later than Wednesday, January 19, 2022 @ 5:00 PM. 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. 2.4. TERM OF CONTRACT The Successful Proposer shall be required to execute a Professional Service Agreement ("Contract") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Contract shall be for three (3) years with an option to renew for two (2) additional one (1) year periods. (2) 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 prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.5. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.6. LIVING WAGE ORDINANCE Request for Proposals No. 1294386 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 FL. Stat. § 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, and is located in the Documents Section of BidSync. Please refer to Attachment A, Section 18-557 in the Solicitation. 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 $15.00 per hour without health benefits; or a wage of no less than $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. 2.7. PROPOSERS' MINIMUM QUALIFICATIONS For a Proposer to be deemed responsive, the following minimum qualification requirements cited below shall be satisfied. In determining said responsiveness, each such minimum qualification requirement shall be addressed in detail in the Proposal submittal. Failure to meet each such following minimum qualification requirement and/or failure to provide sufficient detailed documentation concerning the same, shall result in the Proposal being deemed non -responsive. Proposers Shall: A. Have at least ten (10) years continuous experience, with the same Federal Employer Identification Number, providing employee health benefit consulting services, similar in scope as described in the RFP, Section 3.1, Specifications/Scope of Services, for public sector groups of 3,000 employees or greater; B. Be an active registered corporation with the State of Florida Department of State, Division of Corporations; C. Must be an independent consulting firm and not affiliated with any insurance company, third party administration agency, or insurance provider network. D. Have a Lead Managing Consultant, who will be assigned to the City of Miami account, who possesses a minimum of seven (7) years' experience in progressively responsible administrative oversight of public sector benefits, and the application of State of Florida regulations, as of the proposal submission date; and E. Have never filed for bankruptcy, be in sound financial condition, have no record of civil litigation or pending lawsuits involving criminal activities of a moral turpitude, and shall not have conflicts of interest with the City. Additionally: Neither the Proposer nor any principal, officer, or stockholder of Proposer shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. Request for Proposals No. 1294386 Submittals that do not address each of the above stipulated requirements within its proposal submission, shall be considered non -responsive and eliminated from the process. 2.8. REFERENCES Each proposal MUST be accompanied by a list of three (3) references for projects performed for government clients, which shall include for each project, the name of the organization, dates covering the term of the contract; description of the scope of work; client contact person and phone number, and statement of whether Proposer was the prime contractor or subcontractor. 2.9 EXECUTION OF AN AGREEMENT The Successful Proposer, evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a Professional Services Agreement ("PSA") with the City. The City reserves the right to execute or not execute, as applicable a PSA with the Successful Proposer in substantially the same form as the sample PSA included as part of this solicitation, marked as Attachment D. Such PSA 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 by the City Attorney. 2.10. INSURANCE REQUIREMENTS INDEMNIFICATION Successful Proposer 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, judgments, 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 Successful Proposer and persons employed or utilized by Successful Proposer in the performance of this Contract. Successful Proposer 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 Successful Proposer shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Successful Proposer expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Successful Proposer 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 Successful Proposer 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 Successful Proposer, or persons employed or utilized by Successful Proposer. 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 applicable and as amended. Successful Proposer shall require all subcontractors(s) agreements to include a provision that each subcontractor(s) will indemnify the City in substantially the same language as this Section. The Successful Proposer 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 Successful Proposer in which the City participated either through review or concurrence of the Request for Proposals No. 1294386 Successful Proposer's actions. In reviewing, approving or rejecting any submissions by the Successful Proposer or other acts of the Successful Proposer, the City, in no way, assumes or shares any responsibility or liability of the Successful Proposer or subcontractor(s) 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 Successful Proposer. Note: Insurance Definitions, Conditions and Additional Requirements are provided as Attachment B to this solicitation which is located in the Documents Section of BidSync. The Successful Proposer shall furnish to City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: L Commercial General Liability 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 $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident Request for Proposals No. 1294386 $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit, IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $ 5,000,000 General Aggregate Limit $ 5,000,000 Retro Date Included V. Umbrella Liability A Each Occurrence $ 2,000,000 Policy Aggregate $ 2,000,000 B. Endorsements Required City of Miami listed as additional insured Coverage is excess follow form over all applicable liability policies contained herein Consultant agrees to maintain professional liability/Errors & Omissions coverage for a minimum of 2 years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. 2.11. PROJECT MANAGER Upon award, Successful Proposer shall report and work directly with Ann -Marie Sharpe, Director, Risk Management, or designee, who shall be designated as the Project Manager for the City. 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. Sub -Contractors shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub-Contractor(s) to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer(s) or prior to contract execution. Any and all liabilities regarding the use of a Sub-Contractor(s) shall be borne solely by the Successful Proposer(s) and insurance for each Sub-Contractor(s) must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer(s) nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Request for Proposals No. 1294386 Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer(s), the Successful Proposer(s) shall provide a list confirming the Sub -Contractors that the Successful Proposer(s) intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.13. REMOVAL OF EMPLOYEES / SUBCONTRACTORS All employees of the Successful Proposer and Subcontractor(s)is, if applicable, shall be considered to be, at all times, employees of the Successful Proposer and Subcontractor(s) under its sole direction and not employees or agents of the City. The Successful Proposer and Subcontractor(s) shall supply competent and capable employees. The City may require the Successful Proposer or Subcontractor(s) to remove an employee(s) the City deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment under this contract is not in the best interest of the City. 2.14. UNAUTHORIZED WORK The Successful Proposer shall not begin work until a Purchase Order and/or a Notice to Proceed are received. 2.15. 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. 2.16. COMPENSATION Each Proposer shall detail any and all fees and costs to provide the required services as detailed in Section 3, Scope of Services herein, on Attachment C, Price Proposal. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service(s), for which pricing was not previously secured, the City will request that the Successful Proposer provide reasonable cost for same. Should the City determine the pricing to be unreasonable, the City reserves the right to negotiate the cost, or seek another vendor for the provision of said service(s). Failure to submit a Price Proposal (Attachment C) as required shall disqualify Proposer from consideration. Attachment C is located in the Documents Section ofBidSvnc. 2.17. METHOD OF PAYMENT Payment will be made upon receipt and acceptance of invoices. No partial down payments will be made. 2.18. 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; Request for Proposals No. 1294386 (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 make 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 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. 2.19. RECORDS During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.20. 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. 2.21. TRUTH IN NEGOTIATION CERTIFICATE Request for Proposals No. 1294386 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. 2.22. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successful Proposer or his/her assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 2.23. FAILURE TO PERFORM Should it not be possible to reach the Successful Proposer 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 Successful Proposer in default of the contract or make appropriate reductions in the contract payment. 2.24. TERMINATION A. FOR DEFAULT If Successful Proposer defaults in its performance under this Contract and does not cure the default within thirty (30) days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Successful Proposer shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Successful Proposer was not in default or (2) the Successful Proposer's failure to perform is without his or his Subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon thirty (30) days prior written notice when it is in the best interest of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the 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 2.25. 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 terms 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. Request for Proposals No. 1294386 Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. Request for Proposals No. 1294386 3 SPECIFICATIONS / SCOPE OF WORK Background The City of Miami, ("City"), is contracting for the provision of a broad range of benefits consulting services in support of the City's Employee Benefits Program. The City's Employee Benefits program, administered by the Group Benefits Division of the City's Risk Management Department, provides a wide array of benefits to eligible employees, retirees, Consolidated Omnibus Budget Reconciliation ("COBRA") participants, and eligible dependents. Benefit plans include group medical, dental, vision, term life, supplemental life, voluntary loan program, pre -paid legal services, identity theft protection, Retiree Medicare Eligible Part D, disability, pension benefits, Internal Revenue Service ("IRS") Section 125 flexible spending accounts. A. General Requirements and Services to be Provided: The Successful Proposer's responsibilities shall include, but not be limited to: 1. Self -Funded Plan Performance and Monitoring and Auditing The successful Proposer shall: a) b) Monitor the performance of, and compliance with, all established contractual requirements of the self - funded medical plan, including reviewing, and approving any annually updated Summary(ies) of Benefit Coverage ("SBC") and similar documents, and/or amendments. Secure statistical reports, etc., directly from the third -party administrator's depository to evaluate and ensure compliance with contracted performance standard levels. Successful Proposer shall ascertain whether or not financial penalties for performance non-compliance have been properly recorded, and liquidated damages assessed against third -party administrator. c) Conduct semi-annual onsite claims audit of self -funded plans at administrator's facility, as deemed necessary by the City, to include review and compliance with contractually established: (i) Performance Standards (ii) Payment Accuracy of Claims (iii) Coding Accuracy of Claims (iv) Plan Provisions Accuracy Any errors identified by Successful Proposer must be properly classified as financial or non -financial, and presented in a written findings report semi-annually, or upon completion of the audit, to the Project Manager. d) Conduct a semi-annual audit of the Pharmacy Benefits Management Program ("PBM") Agreement, for the review and compliance of all formulary rebates, to determine if the City receives guaranteed rebate amounts, in accordance with contractual obligations. e) Request directly from the City's Third -Party Administrator, the Quarterly Rebate and Annual Reconciliation Report, for the purpose of its review and subsequent briefing of the Project Manager on findings and conclusions. f) Assist in coordinating the compilation, verification and reporting of necessary census or reports for actuarial analyses as needed. Request for Proposals No. 1294386 2. Strategic Review of Benefit Plan Designs The Successful Proposer shall: a) Monitor the performance of, and compliance with, all established contractual requirements of the City's Employee Group Benefits Program. b) Analyze all current City employee benefit options and plans, and recommend changes as necessary, based upon market analysis, legislation, and availability, to better meet the City's Employee Benefits Program's service objectives, identify opportunities for cost containment if applicable, and/or better terms of service. c) Attend the City's monthly Healthcare Insurance Committee meetings, comprised of Union leaders and/or representatives, City HR Labor, City Benefits and others, and provide technical and expert support to the City as part of its bargaining unit driven commitments. Support and responsibilities shall include, but are not limited to: (i) Assist in the agenda preparation of, and participate in, the meetings (ii) Assist in documenting meeting minutes, provide feedback on prior meeting elevated or take -away items (iii) Conduct in -person or virtual presentations as needed on topics such as, but not limited to: (a) Rates (b) Coverage Issues (c) Eligibility (d) Emerging Trends (e) Critical Success Factors (f) Financial Reports (iv) If needed assist in coordinating and co -hosting educational workshops/presentations on key legislation affecting any employee benefits for City Risk Management employees, union officials, fiduciary administrators, and other service providers. d) Provide strategic and operational, technical support to the City by identifying opportunities for enhancing current and future benefit plans, including funding designs, to broaden the reach and efficacy of City employee benefit offerings. e) Provide professional consulting, and legal advice on the review of recommended plan amendments, and for other benefits -related matters, as necessary, to ensure compliance with federal, state and local legislation. f) Strategize with the City on short-term and long-term health and wellness objectives in terms of benefits plan design and funding and alert the City of any significant variations that would warrant redesign. Advise the City in establishing strategic goals with respect to the City's employee benefit plans and the continuing branding of Risk's Employee Wellness Program, Stay Active Miami ("SAM"), for the purpose of improving the overall health of the employee population, while managing cost- effectiveness and increasing wellness engagement. h) Attend City health and wellness meetings scheduled monthly, weekly, or as needed by the City; assist in procuring health and wellness vendors for City of Miami Group Benefits sponsored events, such as employee Health Fairs, educational seminars and/or similar events. g) 3. Federal, State and Local Legal Compliance, Research Services and Related Requirements The Successful Proposer shall: a) Provide research, advice, and interpretation of federal, state and local benefit regulations and Request for Proposals No. 1294386 legislation, upon the City's request. b) Provide professional consulting support and advice on specific research, compliance -related issues, and other general matters, as deemed necessary by the City. c) Provide timely updates of proposed and effectuated changes in the legal environment that affect employee benefits (i.e., Employee Retirement Income Security Act ("ERISA"), Patient Protection Affordable Care Act ("PPACA"), COBRA, Health Insurance Portability and Accountability Act ("HIPAA") and IRS Sections 123, etc.), including and tax law newsletters or special advisories released. d) Review plan design documents of self -funded medical and IRS Section 125 flexible benefits plans, for compliance with applicable governing laws. e) Obtain IRS private letter rulings for the City, as necessary and applicable, at the discretion of the City, in consultation with the Successful Proposer. f) Ensure compliance with all PPCA provisions/requirements. g) Provide necessary and supporting calculations for any benefits related to IRS payments / fees. 4. Development of Request for Proposals (RFP) / Request for Qualifications (RFQ) Proposal / Qualifications Review and Negotiations a) Provide assistance and technical expertise in the development of RFP's/RFQ's for procurement of any and all group benefits products to be issued by the City- b) Provide assistance and technical expertise in reviewing competitive RFP's/RFQ's, including the establishment of appropriate performance standards, in development by the City. c) Assist in the formulation of technical responses to clarifications inquiries received from prospective proposers to be issued via addenda to an RFP/RFQ. d) Provide assistance in assessing qualifications and analyzing data provided in proposals received from prospective proposers. Successful Proposer is required to participate as subject matter expert, offering comprehensive analysis as a non -voting member in the Evaluation/Selection Committee meetings as deemed necessary by the City, at its sole discretion. e) Test the adequacy of proposed provider and pharmacy networks, analyze hospital, physical and pharmacy discounts, perform geographic -access match studies and conduct medical provider/prescription disruption analyses. f) Provide assistance to the City, as deemed necessary by the City, in assessing the rates and fees proposed by the Proposers — and in negotiation strategy for competitive rates, discounts and services for current and future projects. 5. Other Related Duties The Successful Proposer Shall: a) Provide ongoing support, review and interpretation of plan provisions and IRS regulations for Section 125 flexible benefits plan; b) Develop employee communications, including formulation of employee surveys, and focus groups, as deemed necessary by the City. All findings and statistical analyses conducted shall be presented, in writing, to the Project Manager upon completion; Request for Proposals No. 1294386 c) Conduct Benefit Plan modeling, as requested by the City; d) Work collaboratively with other City consultants, and the Office of the City Attorney, and any other City representatives as deemed necessary by the City; e) Attend meetings with various providers under contract with the City, or with City staff not directly involved with the Employee Benefits Program, at the Project Manager's request; f) At the City's request, but not less than semi-annually, present to the City for consideration, a list of three (3) to five (5) critical topics that are relevant to employee benefit programs and health/welfare. The City will identify the topics that best align with its objectives, at the City's sole discretion. The Successful Proposer shall prepare an analysis that identifies observations and recommendations for the City to consider; g) Provide ad -hoc analysis and benefits related reporting to the City, as deemed necessary by the City; and h) Provide other related consulting services, as identified by the City. i) Provide guidance and direction in maximizing benefits of on -site clinic to city employees. B. Meetings Successful Proposer shall be available for periodic meetings where deliverables are discussed. Request for Proposals No. 1294386 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS Proposers shall carefully follow the format and instruction outlined below, observing format requirements as 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. The Proposal shall be written in sufficient detail to permit the City to conduct a meaningful evaluation of the proposed services. However, overly elaborate responses are neither requested nor desired. Proposals must be submitted through BidSync Electronic Bidding System ("BidSync") no later than the date and time indicated within the RFP, in order to be considered. Faxed documents are not acceptable. Emailed submissions are not acceptable. Hardcopy submissions are not acceptable. Proposals must be timely submitted through BidSync, or the Proposal will be disqualified. Untimely or misdelivered submittals will not be considered. NO EXCEPTIONS. The responses to this solicitation shall be presented in the following format. Failure to do so may deem your Proposal non -responsive. A. Include the signed RFP Certification Statement. B. Include in detail, evidence that clearly demonstrates Proposer meets or exceeds the minimum qualification requirements, pursuant to Section 2.7, 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; and Federal Employer Identification 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 organization, business phone and contact person and a summary of the work to be performed. 4. Proposer's, Relevant Experience, Qualifications. and Past Performance a) Describe the Proposer's organizational history and structure, past performance and state the number of years the Proposer has been in business, using the same FEIN, providing a similar service(s). Provide the number of employees and the primary markets served, Request for Proposals No. 1294386 b) Provide a list of all principals, partners, officers, owners and/or directors of Proposer, including joint ventures and/or sub-consultant(s), if applicable. c) Indicate whether the City has previously awarded any contracts to the Proposer. If so, discuss the nature of contract, types of services performed, and the term of the contract. d) Provide a list of five (5) comparable contract (similar in scope of services to those requested herein), which Proposer has either ongoing, or has completed within the past ten (10) years. The description should identify for each project: i. Client ii. Description of work iii. Total dollar value of the contract iv. Dates covering the term of the contract v. Client contact person and phone number vi. Statement of whether Proposer is/was the prime contractor or subcontractor; if Proposer was the subcontractor, name the Prime vii. Detail Proposer' s responsibilities and the results of the project Specify whether or not the scheduled completion time for each project was met; if not met, please provide an explanation. Where possible, list and describe those projects perfoiined for government clients or similar size private entities (excluding and work performed for the City of Miami). In the event that Proposer has not performed five (5) comparable contracts within the past ten (10) years, Proposer should provide information that demonstrates its ability to perform the required services, as detailed within Section 3, Scope of Services. e) Provide information concerning any prior or pending litigation or proceedings, either civil or criminal, involving Proposer, its partners, managers, other key staff members, and its professional activities or performance, that Proposer has been involved in which may affect the performance of the services to be rendered herein, if applicable. State the nature of the litigation, a brief description of each case, the outcome or projected outcome, and the monetary amounts involved. Discuss any bankruptcies involving Proposer, its partners, manager(s), or other key staff members, if applicable. f) Provide a minimum of three (3) references on the letterhead of the client to whom services of a similar nature were provided. The City reserves the right to contact any reference as part of the qualification process. g) Provide information or documentation to Proposer's qualifications and experience from which the City can benefit under this contract h) Describe any relevant industry/subject matter expertise, including any experience in the requested services listed herein, and any unique or proprietary project methodologies relevant to the requested services. 5. Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services a) Provide an organizational chart showing the Proposer's Lead Managing Consultant and all key personnel, including their titles, to be assigned to this project. All key personnel include all partners, managers, seniors and other professional staff that will perform work and/or services in the project resulting from this solicitation. The chart must clearly identify the Proposer's employees and any subcontractors or sub -consultants. This information shall include the Request for Proposals No. 1294386 general functions to be performed by key individuals and the subcontractors or sub -consultants. b) Describe the experience, qualifications and other vital information, including number of years of relevant experience on previous similar projects, of the Lead Managing Consultant and all key personnel, who will be assigned to this project. c) . Provide resumes, if available, with job descriptions and other detailed qualification information on the Lead Managing Consultant and all key personnel who will be assigned to this project. Note: After proposal submission, but prior to the 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 Lead Managing Consultant and key personnel identified in its proposal. 6. Proposed Approach to Providing the Services a) Describe Proposer's approach to project organization and management, including the responsibilities of Proposer's Lead Managing Consultant and Proposer's key personnel, and key personnel of any subcontractor or sub -consultant, that will perform work in this project. b) Provide Proposer's operational plan that clearly indicates how the Proposer plans to provide the services requested in this Solicitation. The Proposer's operational plan must detail how the Proposer intends to fully satisfy the service requirements outlined within Item A, General Requirements and Services to be Provided, of Section 3.1, Specifications/Scope of Work, of this RFP. c) Describe in detail the manner in which Proposer will monitor the performance of the City's self -funded medical plan. d) Provide the recent, current, and projected workload of the Proposer, and the general workload of those key employees to be assigned to this engagement. Discuss in general the anticipated percentage of time to be dedicated to this engagement by each assigned staffmember. e) Describe the methodology that will be used in order to audit the plan's compliance with all contractual / regulatory requirements. f) Describe how Proposer has applied the proposed project approach in comparable contracts to make recommendations to improve programs and describe the net effects of those recommendations. g) Provide a list of any additional services, not included in this Solicitation, that the Proposer can offer to the City. If Proposer is offering any additional, describe the services in detail. Note that services will be paid at the hourly rates provided on Form A, Price Proposal Schedule. The City has a right to negotiate said price. Note: The Evaluation Committee will use the information provided in the Proposal to determine the Proposer's understanding and ability to address the City's unique needs. 7. Price Proposal Proposer shall state its price for providing all services as stated within this Solicitation. Proposer shall submit pricing stated as a flat, fixed fee per year, which shall include all expenses necessary for the requested services. Proposer must use Attachment C - Price Proposal Form. Request for Proposals No. 1294386 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Each proposal will be reviewed to determine of the proposal is responsive to the submission requirements outlined in this solicitation. A responsive proposal is one which follows the requirements of the solicitation, includes all required documentation, is submitted in the format outlined in this solicitation, is of timely submission, and has appropriate signatures as applicable. failure to comply with these requirements may result in the proposals being deemed non- responsive. Proposals will be evaluated by an Evaluation Committee ("Committee") which shall evaluate and rank proposals on criteria listed below. The Committee will be comprised of appropriate City personnel and members of the community, as deemed necessary, with the appropriate experience and/or knowledge. The criteria are itemized with their respective weights for a maximum of one hundred (100) points per Committee member. Below are the criteria and weight: CRITERIA AND POINTS Proposer's Relevant Experience, Qualifications and Past Performance: Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services: Proposer's approach to providing the services requested in this Solicitation: Price Proposal (25 Points) (20 Points) (35 Points) (20 Points) Maximum Points Available: 100 Points The Price Proposal will be evaluated subjectively in combination with the technical proposal, including an evaluation of how well it matches Proposer's understanding of the City's needs. The pricing evaluation is used as part of the evaluation process to determine the highest ranked Proposer. The City reserves the right negotiate the terms, conditions, and pricing as may be in the best interest of the City. Employee Benefit Consulting Services RFP 1294386 EXHIBIT C PRICE PROPOSAL A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services. Term Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 2 First 1-year OTR Period 3 Second 1-year OTR Period Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term Years 1 - 3 OTR 1 Year 4 OTR 1 Year 5 Lead Consultant $ $ $ $ $ $ $ $ $ Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. The City reserves the right to negotiate the final pricing for this work on a project - by -project basis, at the City's sole discretion. ANNIE PEREZ, CPPO Procurement Director Tag of 4llThxrni ADDENDUM NO. 1 RFP 1294386 January 31, 2022 ARTHUR NORIEGA V City Manager REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The RFP's closing date and time has been changed to Wednesday, March 2, 2022. B. Contract No. RFP 678384, Employee Benefit Consulting Services, including the scope of work and compensation ("Current Agreement"), is hereby attached as Exhibit A. C. The following are inquiries received from prospective Proposers and the City's corresponding responses: Q1: Please provide a copy of the Current Agreement. Al : Refer to item B above. Q2: Will the City entertain Proposers who offer an all-inclusive price proposal an annual flat fee versus the not -to -exceed hourly rates? A2: Please refer to Attachment C, Price Proposal. Section A of the Price Proposal requests a flat annual fee and estimated number of hours required for the provision of all services requested within Section 3, Scope of Services; Section B requests not -to -exceed hourly rates for any work requested by the City of the Consultant that is not covered within Section 3, Scope of Services. Pursuant to Section 1.5, Alternate Responses of the General Terms and Conditions, alternate responses will not be considered. Q3: What are the fees paid/payable under the Current Agreement? A3: Refer to item B above: Q4: Will a Bid Bond/Security Bond be required for this RFP? A4: No. Q5: Please provide the City's current Agreement. A5: Refer to item B above. Q6: Would the City consider extending the solicitation closing date? A6: Refer to Item A above. Q7: Please clarify the term of the contract resultant of this RFP. A7: Refer to Section 2.4, Term of Contract, of the RFP. Any additional inquiries will be addressed in a future addendum to the RFP. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO, Director/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: DATE: SIGNATURE: Tag of 4llThxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 2 RFP 1294386 February 18, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. Section 2.26 titled "Local Vendor Preference" is hereby added to the RFP with the following language: Section 2.26 Local Vendor Preference Refer to Section 1.48, Local Vendor Preference, Subsection B, of this RFP. B. Section 5, Evaluation Criteria has been deleted in its entirety and is hereby replaced with the following language: Proposer's Relevant Experience, Qualifications and Past Performance: (25 Points) Relevant Experience and Qualifications of Key Personnel and Subcontractors Performing Services: (20 Points) Proposer's approach to providing the services requested in this Solicitation: (35 Points) Price Proposal Local Vendor Preference: (20 Points) (4 Points) Maximum Points Available: 104 Points C. The following are the inquiries received and the City's corresponding responses: Q1: Please confirm whether or not the City is willing to accept Automobile Liability based upon Auto limits for any accident or loss. Al : The City finds this to be acceptable. Q2: Please confirm whether or not the City is willing to accept that Professional Liability limits are for each wrongful act/annual aggregate? A2: The City is only accepting Professional Liability limits as expressed in Section 2.10, Insurance Requirements. Q3: Is the City willing to allow the Successful Proposer to advertise that a cancelled or non -renewed insurance policy would be replaced with no coverage gap and a current certificate of insurance ("COI") would be provided, and not provide a cancellation notice, since such coverage will be replaced with no gap? A3: The City finds this to be acceptable. Q4: Will the City accept being named additional insured on the Commercial Liability Policy, with the Successful Proposer providing a COI, rather than an endorsement? A4: The City finds this to be acceptable. Q5: Does Local Vendor Preference apply to this RFP? A5: Yes, refer to Item A above. Q6: Section 2.7, Proposers' Minimum Qualifications, Subsection A, requires that Proposers shall "have at least ten (10) years continuous experience... for public sector groups of 3,000 employees or greater." Will the City accept private sector groups similar in size and scope of services to satisfy this requirement? A6: No. Any additional inquiries will be addressed in a future addendum to the RFP. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO, Director/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: Tag of 4llThxrni ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 3 RFP 1294386 February 25, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES This Addendum becomes a part of the subject solicitation. The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Wednesday, March 9, 2022, at 5: OO PM . ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: DATE: SIGNATURE: Tag of 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 4 RFP 1294386 March 7, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, March 23, 2022, at 5:OOPM. B. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1: What, if any, limitations/caps will the City accept to the indemnification language within the RFP? Al : The only limitation/cap to the indemnification language that will be allowed is the removal of that certain language making the Provider/consultant also responsible for the City's negligence, in addition to their own. Q2: Is the city willing to accept the following: If indemnification be limited to losses and damages as a result of the negligence of the Successful Proposer and is covered under the Successful Proposer's General Liability policy; any wrongful acts solely in rendering or failing to render professional services and covered under the Successful Proposer's Professional Liability policy; or any claim alleging a security failure, privacy event or wrongful act and covered under the Successful Proposer's Cyber Liability policy? A2: No. The required insurance is in addition to the indemnification, not in substitution of the same. Q3: Would the City accept the Successful Proposer retaining sole and exclusive ownership of all right, title and interest in and to its intellectual property and derivatives thereof which no data or confidential information of the City was used to create and which was developed entirely using Successful Proposer's own resources, if to the extent that Successful Proposer's intellectual property is necessary for the City to use the services provided, the Successful Proposer grants the City a non-exclusive, royalty -free license to Successful Proposer's intellectual property solely for the City's use of such services? A3: Yes. Q4: Is it acceptable for the Successful Proposer to keep a copy of its work product? A4: Yes. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: DATE: SIGNATURE: Tag of 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 5 RFP 1294386 March 22, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, March 30, 2022, at 5:00 PM. B. City of Miami 2021 Self Funded Experience (Jan., 2021 — Nov., 2021), is hereby attached as Exhibit A to this Addendum. C. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1. Please provide the current number of full-time employees and retirees by line of coverage. Al . Risk Managed Benefits Active Employees Census as of January 2022: Basic Life & ADD 339 Cigna Dental DHMO 718 Cigna Dental PPO 991 Comprehensive Vision 612 Dependent Care FSA 32 Dual Choice (POS) 1,861 Health Care FSA 504 ID Shield 293 Legal Shield 361 Standard Exec LTD 159 Standard Exec STD 29 Risk Managed Benefits Retiree Census as of January 2022: Medical 343 Medicare RX 189 Dental PPO 145 Q2. Does the City currently have an on -site clinic? If so, please provide a summary of the services offered. A2. Yes, the City has an on -site clinic that is currently offering the following services: • Acute Care Visits; • Preventative Health; • Chronic Conditions; • Health Coaching; • Lab Services; and • Diagnostics / Screenings. Q3. What is the proposed effective date of the contract? A3. This contract will become effective upon execution following final approval of contract award by the Miami City Commission. Q4. Please provide the Employee Handbook that details all benefits that employees are eligible for? A4. Benefits available to City employees can be viewed by following this link: https://www.miamigov.com/My-Government/Departments/Risk- Management/Employee-Benefits-City-of-Miami Q5. Please list the current carriers/vendors for the different lines of benefit coverage. A5. Benefit Carrier Medical CIGNA Dental (HMO/PPO) CIGNA Vision CIGNA FSA HC/DC CIGNA Basic Life AD&D Minnesota Life Pre Paid Legal Legal Shield Identify Theft Legal Shield Executive LTD The Standard Executive STD The Standard Q6: Who is the City's Benefit Administration vendor? A6: The City does not currently have a Benefit Administrator. Q7: a) When were the City's medical and pharmacy benefits last audited? b) What were the scopes of these audits? A7: a) The City's medical and pharmacy programs have not been audited since at least 2013. b) The scopes of these audits are unknown. Q8: Does the pharmacy/medical ("PM") carrier cover the cost of their respective audits? A8: No, the City, as the employer, covers these costs. Q9: Do the current PM vendors allow for semi-annual audits? A9: No. Q10: Does the current Benefit Consultant receive commissions from carriers on voluntary products outside of their fee from the City? Al 0: Not to the knowledge of the City. Q11: How much in wellness funds does the City currently receive from its benefit vendors? Al 1: The City currently receives $200,000 annually, pursuant to the benefit vendor's Administrative Services Only Agreement. Q12: Pursuant to Section 3.A.1 of the RFP, the City requests that the Successful Proposer conduct semi-annual on -site claims audits of self -funded plans at the Third -Party Administrator's facility. Can these audits be conducted virtually? Al2: Yes. Q13: Section 3 of the RFP requires Successful Proposer: a) Attend Healthcare Insurance Committee Meetings, Will these meetings be conducted virtually? b) Attend wellness meetings: Historically, how many wellness meetings have been held per year? Have wellness meetings been held virtually? c) Attend meetings with various providers under contract with the City, or with City staff: Please provide examples of these providers. d) Be available for periodic meetings where deliverables are discussed: Are these meetings conducted virtually? A13: a) Yes, if needed. b) Twelve (12) to twenty-four (24) meetings have been held annually; virtually when needed. c) Jet Dental, Eyes on the Job, One Blood, and several fitness vendors. d) Yes, if needed. Q14: Please identify any other initiatives related to City employees that the Successful Proposer can support. A14: 1. Improvement/enhancement of wellness program deliverables; and 2. Ways to increase on -site clinic utilization by employees. Q15: Does the City have online enrollment technology for voluntary employee benefits? A15: Yes. Q16: Are onsite claims being performed by a third party with the incumbent medical carrier? If so, is there a cost to the City for this service? A16: No. Q17: Is the City's annual Florida Statute 112.08 filing part of the current consulting contract? A17: No. Q18: Is there a cost to the City for Consolidated Omnibus Budget Reconciliation Act ("COBRA") administration? A18: Yes. Any additional inquiries will be addressed in a future addendum to the RFP. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: Tag of 4llThxrni ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 6 RFP 1294386 March 30, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Wednesday, April 13, 2022, at 5:00 PM. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: Tag of 4Thxrni ANNIE PEREZ, CPPO Procurement Director ARTHUR NORIEGA V City Manager ADDENDUM NO. 7 RFP 1294386 April 12, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The deadline for the submission of Proposals has been changed to Wednesday, April 27, 2022, at 5:00 PM. B. Section 3, Specifications/Scope of Work, subsection A.1.g has been added to include the following language: Provide on -site enrollment counselors during open enrollment as requested by the City. C. On Site Clinic Utilization Reports from February 2022 and December, 2021 are hereby attached as Exhibit A, KPI Dashboard. D. City of Miami Self -Funded Experience — Claims through November, 2021, is hereby attached as Exhibit B to this Addendum. E. The following are the inquiries received from Prospective Proposers and the City's corresponding responses: Q1. When did the most recent on -site audit of the City's medical claims at the Third -Party Administrator's facility take place? Al . As of the date of this Addendum, no such audit has been conducted. Q2. A) When was the last time each of the City's coverages was marketed? b) Which coverages does the City expect to be marketed in 2022 for placement in 2023? A2. Below as listed are the City's coverages, dates of last marketed and whether or not the coverages will be marketed in 2022 for the 2023 calendar year: Benefit/Coverage Carrier Last Marketed To be marketed in 2022 for Calendar year 2023? Medical CIGNA 2013 No Dental (HMO/PPO) CIGNA 2015 Yes Vision CIGNA 2019 No FSA HC/DC CIGNA 2013 No Basic Life AD&D Minnesota Life 2014 Yes Pre Paid Legal Legal Shield 2017 Yes Identify Theft Legal Shield 2017 Yes Executive LTD The Standard 2018 No Executive STD The Standard 2018 No Q3. What critical topics has the City presented in the past to the current Benefit Consultant? A3. The City has sought Assistance from the current Benefit Consultant with responses to Internal Revenue Services ("IRS") Affordable Care Act notices regarding employer responsibilities due to IRS Form 1095 coding issues. Q4. Please provide the sample size for the semi-annual on -site claims audits of self -funded plans at the Third -Party Administrator's facility ("audits"), as requested in Section 3, Specifications/Scope of Work, subsection A.1.c). A4. The sample size of the audits will be as follows: 225 claims — Statistical Sample — Claims of high, medium and low -dollar amounts are selected. Q5: The City requests a semi-annual audit of the Pharmacy Benefits Management program. Please disclose whether the type of audit is Minimum Guarantee Validation or Pharmaceutical Contract? A5: The City is unfamiliar with these types of audits. Therefore, the City is unable to provide an answer to this question. Q6: Please elaborate upon the City's needs for developing employee communications, including formulation of employee surveys and focus groups including: a) types of communication; b) types and frequency of surveys; and c) types and frequency of focus groups A6: The City will require: a) written communication; b) periodic electronic surveys; and c) focus groups to enhance benefit and wellness deliverables as needed. Q7: Does the City expect the Successful Proposer to provide on -site enrollment counselors? A7: Refer to Item B above. Q8: Please provide copies of the most recent on -site clinic utilization reports. A8: Refer to Item C above. Q9. Please provide samples of the financial reports currently generated by the City's Benefit Consultant. A9. Refer to Item D above. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: Tag of 4llThxrni ANNIE PEREZ, CPPO ARTHUR NORIEGA V Procurement Director City Manager ADDENDUM NO. 8 RFP 1294386 April 26, 2022 REQUEST FOR PROPOSALS ("RFP") FOR EMPLOYEE BENEFIT CONSULTING SERVICES The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP and shall become an integral part of the Contract Documents. Deletions of contract language will be specified herein. Bold words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The deadline for the submission of Proposals has been changed to Monday, May 9, 2022, at 5:00 PM. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE RFP AND SHALL BE MADE A PART THEREOF. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Annie Perez, CPPO Director of Procurement/Chief Procurement Officer City of Miami Procurement Department AP:cj cc. Ann -Marie Sharpe, Director of Risk Management Yadissa A. Calderon, CPPB, NIGP-CPP, Assistant Director of Procurement This Addendum shall be signed by an authorized representative and dated by the Proposer and submitted as proof of receipt with the submission of the Proposal. NAME OF FIRM: SIGNATURE: DATE: