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HomeMy WebLinkAbout24747AGREEMENT INFORMATION AGREEMENT NUMBER 24747 NAME/TYPE OF AGREEMENT GABRIEL, ROEDER, SMITH & COMPANY DESCRIPTION EXPERT CONSULTANT AGREEMENT/PENSION ACTUARIAL & CONSULTING SERVICES/MATTER ID: 23-3424 EFFECTIVE DATE January 4, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/4/2024 DATE RECEIVED FROM ISSUING DEPT. 1/4/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Gabriel Roeder Smith Company IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Expert Consultant Agreement Gabriel Roeder Smith Company COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR24039 December 27, 2023 Annie Perez, CPPO 1 16:43:26 EST SIGNATURE: DocuSigned by: at FIGLIASSet Cat RISK MANAGEMENT December 28, 2023 Ann -Marie Sharpe 1 10:48:33 EST SIGNATURE: -AABD2@5A688B486 DocuSigned by: fij CITY ATTORNEY Matter 23-3424 December 30, s5349E49.5F2-,113. Victoria 202i3 I 29:2 3 II SIGNATURE: DocuS/ESJi9nedby: /�//�Ecs-µme EF90,4F6FE6437 / / P/ ' lea -- ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER January 2, 2024 -F1 Larry Spring, CPA I 14:27:41 EST SIGNATURE: DocuSigned by: 1,avni SpVlut `—C9D02$944D ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER January 3, 2024 Arthur Norieaa V 1 16:45:43 EST SIGNATURE: ,—DocuSigned by: a t Wi `—asoc scs72DD42A.6 CITY CLERK January 4, 2024 Todd Hannon 1 10:21:09 EST DocuSigned by: SIGNATURE: `— E4607560DCF1459... OR, elez on PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 12/27/2023 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter 23-3424 - Expert Consultant Agreement Gabriel Roeder Smith Company Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND GABRIEL, ROEDER, SMITH & COMPANY THIS AGREEMENT ("Agreement") is made and entered into this 04 day of January 2024, effective as of the earlier of November 1, 2023 or upon signature (the "Effective Date"), by and between the City of Miami, Florida, a Florida municipal corporation ("City"), and Gabriel, Roeder, Smith & Company, a foreign profit corporation authorized to conduct business in Florida ("GRS" or "Expert Consultant"), whose address is One East Broward Boulevard, Suite 505, Fort Lauderdale, Florida 33301. WITNESSETH: WHEREAS, the City from time to time retains individuals or firms acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the City Manager's Office with the services defined in the Exhibit "A" Scope of Services ("Services"); and WHEREAS, the City through its City Manager's Office has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, the parties in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above, will be assigned to assist the Office of the City Manager, or their designee, and shall perform the Services outlined in Exhibit "A" hereto, which is incorporated by reference and made a part of this Agreement. The Expert Consultant represents to the City, that Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall be compensated according to the hourly rates for the consulting Services specified in Exhibit "A". Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty Five Thousand Dollars ($125,000.00) per year and shall be payable on a per diem basis. The Page 1 of 16 City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Out-of-pocket expenses will be subject to the written approval of the City and will be billed separately. Any additional Services in excess, shall be negotiated and pre -approved in writing by the City Manager or designee, prior to the Services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period, and will also report the number of hours worked, and tasks completed, as enumerated in Exhibit "A" during that period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9, prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "A", pursuant to the Florida Prompt Payment Act, payment will be made within forty five (45) days after receipt of Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow proper audit of expenditures, should the City require one to be performed. D. 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 the Expert Consultant under the Agreement, audit, cause to be audited, inspect or cause to be inspected, those books and records of the Expert Consultant which are related to Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective on the date on its first page and shall be for the duration of one (1) year, with two (2) one (1) year options to renew at the City's discretion. 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. Section 5. Termination. This Agreement may be terminated at any time at the sole discretion of the City Manager, with or without cause. In the event of termination of this Agreement for any reason with or without cause, Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, Expert Consultant will be compensated for actual Services rendered up to and including, date of termination. Section 6. Relationship Between Parties. A. Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As Expert Consultant is an independent contractor, Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. Expert Consultant acknowledges that such access to and use of City property does not alter Expert Consultant's status as an independent contractor. B. Other than as legally required by Expert Consultant in rendering their professional opinion(s), all other documents, information, materials, reports, and work products developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. Page 2 of 16 Expert Consultant understands and agrees that any information, document, report, materials, work products, or any other material whatsoever which is given by the City to Expert Consultant, or which is otherwise obtained or prepared by Expert Consultant pursuant to, or under the terms of this Agreement, is and shall at all times remain the property of the City. Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City, in its sole discretion. C. Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter their status as an independent contractor and Expert Consultant acknowledges and understands that compensation payment for their time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, agencies and/or instrumentalities (individually and collectively the "Indemnitees") from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the gross negligence, recklessness, grossly negligent act or omission, or intentional wrongful misconduct of Expert Consultant and persons employed or utilized by Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the Indemnitees by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City and approved by the Expert Consultant's insurance carrier. The Expert Consultant's liability and responsibility to indemnify, keep, save, hold harmless and defend the Indemnitees is limited to the Expert Consultant's insurance policy limits. The indemnification provided above shall obligate the Expert Consultant 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 Indemnitees, whether performed by the Expert Consultant, or persons employed or utilized by Expert Consultant. These duties will survive the cancellation or expiration of the Agreement. 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. City must notify Expert Consultant of any lawsuit, complaint, or other situation for which indemnification may be sought within six (6) months of the date City is notified of the matter. Any and all claims related to this Agreement or the services rendered hereunder shall be made within six months of the earlier of the date that the alleged malfeasance or nonfeasance is discovered or, in the exercise of reasonable diligence, should have been discovered; provided, however, that no claim shall be valid unless also brought within the applicable statute of limitations imposed by law Expert Consultant shall require all sub -consultant agreements to include a provision that each subconsultant will indemnify the Indemnitees in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the Indemnitees shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the Page 3 of 16 Indemnitees participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the Indemnitees, in no way, assume or share any responsibility or liability of the Expert Consultant or subconsultant under this Agreement. 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 Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure their own insurance coverage(s), as applicable insurance(s) will not be paid by the City on behalf of the Expert Consultant while performing the Services. Expert Consultant shall maintain insurance coverage(s) and provide evidence of such insurance coverage(s), and in such amounts, as applicable, as may be required by the City's Risk Management Department in Exhibit "B" Insurance Requirements, the W-9, and Independent Contractor Letter, hereto and incorporated by this reference. Expert Consultant has provided the required independent contractor letter to Risk Management as part of Exhibit "B" hereto and incorporated by this reference. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Expert 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. Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's professional services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plans, budget, or any other material whatsoever which is given by the City or on behalf of the City to Expert Consultant pursuant to or under the terms of this Agreement is, and shall, at all times remain, the property of the City. Expert Consultant agrees not to use any such information, document, report, plans, budget, or other materials without the written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. Expert 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. Expert 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. Expert Consultant is providing analyses and advice and is not acting on behalf of the City in providing actuarial and consulting services, as defined by Florida statutes and interpreted by the Florida Attorney General Advisory Legal Opinions. Page 4 of 16 B. Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of 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 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 Agreement term and following completion of the Agreement if Expert 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 Expert Consultant or keep and maintain public records required by the City to perform the Services, if the Expert Consultant transfers all public records to the City upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining 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, Expert 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 Expert Consultant determine to dispute any public access provision required by Florida Statutes, then Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSc MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant has not employed or retained any person or company employed by the City to solicit or secure this Agreement, and that they have not offered to pay, paid or agreed to pay any person any fee, commission, percentage, brokerage fee, finder's fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. Expert Consultant agrees to comply with, and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. 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 Page 5 of 16 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 U.S. Mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. One East Broward Blvd., Suite 505,Fort Lauderdale, FL 33301 To Expert Consultant: Gabriel, Roeder, Smith & Company c/o James J. Rizzo, ASA, MAAA One East Broward Boulevard, Suite 505, Fort Lauderdale, FL 33301 iim.rizzot grsconsultinq.com To the Cit City Manager's Office ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney ATTN: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities, and the Agreement is subject to (a) amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. 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 waive any rights to a jury trial. Each party shall pay its own costs and attorney's fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under Page 6 of 16 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 the Agreement shall remain unmodified and in full force and effect or limitation of its use. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets 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 the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 18. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, 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. Section 20. E-Verify Employment Verification. By entering into this Agreement, Expert Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Expert Consultant affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Expert Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that Expert Consultant has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Expert Consultant agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Expert Consultant shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or Page 7 of 16 448.095, Florida Statutes, but Expert Consultant has otherwise complied with its requirements under those statutes, then Expert Consultant agrees that it shall terminate the contract with the subconsultant upon receipt of notice from the City of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, the Expert Consultant, or subconsultant no later than twenty (20) calendar days after the date of said termination. Page 8 of 16 DocuSign Envelope ID: E4B623A6-C82A-4744-B705-76F7007299F4 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "Expert Consultant" GABRIEL, ROEDER, SMITH & COMPANY, a foreign profit corporation authorized to conduct business in Florida By: _ By: Valerie Behlow Print Name: Print Name: Title: Executive Assistant ATTEST: By: DocuSigned by: r /� E46D7560DCF1459 Christine Scheer Title: Corporate Secretary "City" CITY OF MIAMI, DocuSigned by: a Florida municipal corporation Todd B. Hannon, Clerk artquAr Naviuba, By: 850CF6C372DD42A.. DocuSigned by: C Arthur Noriega, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: DocuSigned by: F1EF90AF6FE0457... Victoria Mendez atter 23-3424) REQUIREMENTS: DocuSigned by: awth By: 5349B495F25 Ann-Marie Sharpe City Attorney Risk Management Director Page 9 of 16 Exhibit "A" SCOPE OF SERVICES Expert Consultant shall provide pension actuarial and consulting services: The scope of this engagement involves: • Replication (to within reasonable margins) of the current cost and liabilities of the General Employees' and Sanitation Employees' ("GESE") Retirement Trust Fund Plan ("GESE Plan"), as it is before any union proposal, as measured by the GESE Plan's actuary, and as set forth in the most recent actuarial Valuation report; • Replication of the current costs and liabilities with the proposed GESE Plan changes, if measured by the GESE Plan's actuary; • Projections of future costs and liabilities, with and without the proposed GESE Plan changes. AND • Replication (to within reasonable margins) of the current cost and liabilities of the Fire Fighters' and Police Officers' ("FIPO") Retirement Trust Fund Plan ("FIPO Plan") as it is before any union proposal, as measured by the FIPO Plan's actuary and set forth in the most recent actuarial Valuation report (dated May 15, 2023); no duplication of work on Firefighters' and Police Officers' proposals; • Replication of the current costs and liabilities with the proposed FIPO Plan changes, if measured by the FIPO Plan's actuary; • Projections of future costs and liabilities, with and without the proposed FIPO Plan changes. • The following sets forth the hourly time charge rates applicable to this work. GRS and the City agree to the fees and terms set forth herein. Any estimates provided in advance are simply estimates, while the following rates actually apply to the engagement. Additional fees/rates will be required in the event of testimony in judicial or administrative hearings. Title 2023-24 Hourly Rate Range Senior Consultant $423.00 - $586.00 Consultant $332.00 - $435.00 Senior Analyst $263.00 - $337.00 Analyst $207.00 - $252.00 Administrative Assistant $147.00 - $170.00 Exhibit "B" Page 10 of 16 INSURANCE REQUIREMENTS — EXPERT CONSULTANT AGREEMENT 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 additional insured Contingent and Contractual Exposures Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 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 $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/E&O Liability Page 11 of 16 Combined Single Limit Each Common Cause $2,000,000 General Aggregate Limit $2,000,000 Retroactive Date Included IV. Umbrella Liability Each Claim Policy Aggregate $1,000,000 $1,000,000 City listed as an additional insurance. Coverage is excess over the general liability and auto policies The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to 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. INSURANCE ADDENDUM INSURANCE DEFINITIONS, REQUIREMENTS AND CONDITIONS Page 12 of 16 The Vendor/Contractor agrees to provide and maintain throughout the life of this Agreement, and at Vendor/Contractor's expense, insurance coverage outlined herewith as applicable insuring all operations related to the Agreement and any extensions thereof. Workers Compensation and Employers Liability Statutory and subject to the Laws of the State of Florida. This coverage protects against lawsuits stemming from workplace accidents. It provides for medical care to injured employees, along with compensation for lost income. Commercial General Liability It protects against accidents and injuries that occur on company property or the property of a customer. It compensates an injured person or owner of property for injuries and property damages, and the cost of defending lawsuits, including legal settlements or investigations. This policy also covers claims resulting from products exposures, libel, slander, copyright infringement and other personal and advertisement injuries. Commercial Automobile Liability It protects against liability, no fault, medical payments, uninsured and underinsured motorist claims, collision and other than collision physical damage. In addition, this policy affords coverage on autos that are hired or borrowed or non -owned for use in the business. The non -owned can be autos owned by employees or members of their households. Non -Owned Auto exposures can be endorsed or added under the Commercial General Liability Policy. Professional/Errors and Omissions Liability Used by many professionals such as engineers, lawyers, accountants, stockbrokers, financial advisers, insurance agents, court reports, dentists, nurses, and teachers. It protects against the financial effects of liability lawsuits filed by clients. It basically protects professionals who cause harm to a client due to incompetence, errors, or negligence. Umbrella Liability It protects against liability and losses after primary insurance benefits have been exhausted. This supplemental coverage kicks in only after the underlined liability policies have paid their maximum benefits. Environmental Liability It protects against the financial costs of claims of injury or damage due to pollution, and other costs of cleaning up pollutants. These policies are designed to cover both property and liability risks. Directors and Officers Liability Page 13 of 16 This coverage protects against claims from stockholders, employees and clients that are also aimed individually at directors and officers. These claims typically stem from errors in judgement, breaches of duty and wrongful acts in connection with company business. Cyber Liability It protects against costs of the theft, destruction, or unauthorized use of electronic data through computer viruses or network intrusions. It also adds protection to a business against such costs if a business fails to safeguard another party's electronic data. Companies sharing data outside their internal network benefit from this coverage. Commercial Property It protects against claims or damages to the insured's buildings, business personal property and personal property of others. It can also provide for loss of business income coverage or extra expenses incurred because of physical loss by a covered peril to the insured's property. Commercial Crime It protects against loss of money, securities, and other property because of a variety of criminal acts such as employee theft or embezzlement, burglary, robbery, forgery, computer fraud, kidnapping and extortion. Commercial Crime insurance also covers money and securities against damage or destruction by almost any cause of loss, not just crime. Builders Risk It protects against damage to or destruction of buildings or other structures during their construction. Any party with a financial interest in a construction, remodeling, or repair project, benefits from this coverage. Surety Bonds Surety bonds are three party contracts. The principal, the party that undertakes the obligation, pays for the issuance of a bond by a surety company. The bond provides capital to guarantee the obligation will be performed. The obligee is the party that receives the benefit of the bond If the obligation is improperly performed. Valuable Papers It pays for the cost to reconstruct damaged or destroyed valuable papers and records. Typically defined to include almost all forms of printed documents or records, with the exception of money or securities, and data and media which is usually excluded. Additional Requirements The Vendor/Contractor must furnish the City of Miami Departments of Procurement and Risk Management, located at 444 S.W. 2nd Avenue Miami, Florida 33130, original certificates of insurance to be in force on the date of this Agreement, and renewal certificates of insurance thereafter. All policies indicated on the certificate must be in compliance with all Agreement requirements. The failure of the City to obtain the applicable or corresponding certificates from Vendor/Contractor is not a waiver by the City of any requirements for the Vendor/Contractor. Page 14 of 16 The Vendor/Contractor must furnish certificates of insurance listing the City as an additional insured. All insurance certificates must be signed, dated, and reference the City Agreement number. The insurance must provide for thirty (30) days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non -renewed. Any deductibles or self -insured retentions on referenced insurance coverages must be borne by Vendor/Contractor. The Vendor/Contractor further agrees to have insurers waive their rights of subrogation against the City, its employees, elected officials, agents, or representatives. The coverages and limits furnished by Vendor/Contractor in no way limit the Vendor/Contractor's liabilities and responsibilities specified within the Agreement or law. Any insurance or self-insurance programs maintained by the City shall not contribute with the insurance provided by the Vendor/Contractor under the Agreement. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law. If the Vendor/Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company and each of its separate constituent entities as named insureds. The Vendor/Contractor must require all subcontractors to provide the insurance required herein. All subcontractors are subject to the same insurance requirements of the Vendor/Contractor unless otherwise specified in this Agreement. If the Vendor/Contractor or subcontractor desire additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost. Notwithstanding any provision in the Agreement to the contrary, the City's Department of Risk Management maintains and reserves the right to modify, delete, alter, or change these requirements. Page 15 of 16 DocuSign Envelope ID: E2028B17-29F2-4662-A59A-975834A31659 EXHIBIT "C" CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign.) WHEREAS, Gabriel, Roeder, Smith & Company (corporation name), a Michigan (State) corporation ("Corporation"), desires to enter into an agreement with the City of Miami ("City") for the purpose of performing the Services described in the Agreement to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the Bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this Corporation is authorized to enter into the Agreement with the City, and that Christine Scheer (individual), the Corporate Secretary (title) of this Corporation, and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 20 day of December Gabriel, Roeder, Smith & Company ("Expert Consultant") A(n) Michigan By: _ (State) Corporation (Sign) Print Name: Judith A. Kermans Title: President Page 16 of 16 , 2023. (Sign) Print Name: Christine Scheer Corporate Secretary (Affix Corporate Seal) DIVISION OF CORPORATIONS DJ VEJ0f1 tor J } r , f � her 4' flrl lNf 51141? of Florida s eklih If Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation GABRIEL, ROEDER, SMITH & COMPANY Filing Information Document Number P18229 FEI/EIN Number 38-1691268 Date Filed 03/03/1988 State MI Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 09/14/1995 Event Effective Date NONE Principal Address ONE TOWNE SQUARE SUITE 800 SOUTHFIELD, MI 48076 Changed: 02/09/2012 Mailing Address ATTN: ACCOUNTING ONE TOWNE SQUARE SUITE 800 SOUTHFIELD, MI 48076 Changed: 02/09/2012 Registered Agent Name & Address BRACCIALARGHE, THEORA POH ONE EAST BROWARD BLVD STE 505 FORT LAUDERDALE, FL 33301 Name Changed: 01/03/2008 Address Changed: 04/04/2011 Officer/Director Detail Name & Address Title TS SCHEER, CHRISTINE ONE TOWNE SQUARE, SUITE 800 SOUTHFIELD, MI 48076 Title President, Director Kermans, Judith ONE TOWNE SQUARE SUITE 800 SOUTHFIELD, MI 48076 Annual Reports Report Year Filed Date 2021 03/18/2021 2022 04/18/2022 2023 03/30/2023 Document Images 03/30/2023 --ANNUAL REPORT 04/18/2022 --ANNUAL REPORT 03/18/2021 --ANNUAL REPORT 03/20/2020 --ANNUAL REPORT 03/06/2019 --ANNUAL REPORT 03/12/2018 --ANNUAL REPORT 03/15/2017 --ANNUAL REPORT 02/05/2016 --ANNUAL REPORT 03/24/2015 --ANNUAL REPORT 02/13/2014 --ANNUAL REPORT 02/20/2013 --ANNUAL REPORT 02/09/2012 --ANNUAL REPORT 04/04/2011 --ANNUAL REPORT 01/27/2010 --ANNUAL REPORT 02/16/2009 --ANNUAL REPORT 01/03/2008 --ANNUAL REPORT 01/05/2007 --ANNUAL REPORT 01/05/2006 --ANNUAL REPORT 01/07/2005 --ANNUAL REPORT 04/29/2004 --ANNUAL REPORT 01/07/2003 --ANNUAL REPORT 03/29/2002 --ANNUAL REPORT 02/27/2001 --ANNUAL REPORT 03/02/2000 --ANNUAL REPORT 03/17/1999 --ANNUAL REPORT 02/17/1998 --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 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 03/12/1997 --ANNUAL REPORT View image in PDF format 04/16/1996 --ANNUAL REPORT View image in PDF format 01/19/1995 --ANNUAL REPORT View image in PDF format Florida Department of State, Division of Corporations GABRROE-01 MMANETTA , ACC.PRO CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 12/21 /2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Assured Partners- Southfield, MI 423 N Main St, Suite 100 Royal Oak, MI 48067 CONTACT Marcus Manetta NAME: PHONE FAX (A/C, No, Ext): (248) 827-5600 (A/C, No): E-MAIL DD ESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Continental Insurance Company 35289 INSURED Gabriel, Roeder, Smith & Co. Holdings, Inc. One Towne Square, Suite 800 Southfield, MI 48076 INSURER B : National Fire Insurance Co of Hartford 20478 INSURER C : Travelers Casualty Insurance Co of America 19046 INSURER D: Hudson Excess Insurance Company 14484 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: RE ON NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTH CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DE trae EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ED ABOVE FOR THE POLICY PERIOD UMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) P P D ) LIMITS A X COMMERCIAL GENERAL LIABILITY x �_O 6/30/20F /� �- ` 30/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR6017079918 DAMAGE TO RENTED PREMISES (Ea occurrence) 1,000,000 $ MED EXP (Any one person) 15X ,000 $ PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES jE O- X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 EBL AGGREGATE $ 1,000,000 B AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS AUOTOS ONLYPROPERTY V BUA6017079904 6/30/2023 6/30/2024 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ DAMAGE (Per accident $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE /�V 6O99 6/30/2023 6/30/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ 10,000 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / NUB-9H841052-23-42-G ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below 6/30/2023 6/30/2024 "y PER STATUTE OOTH ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Professional Liabili EEB 11989 12 6/30/2023 6/30/2024 Each Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Named Insured's: Gabriel, Roeder, Smith & Co. Gabriel, Roeder, Smith & Company Health & Welfare Consulting, LLC Gabriel Roeder Smith & Company Benefits Consulting, LLC Kruse O'Connor & Ling, Inc. A $250,000 per claim retention applies on the Professional Liability. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Cityof Miami Departments of Procurement and Risk Management 444 SW 2nd Ave Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GABRROE-01 MMANETTA LOC #: 1 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Assured Partners- Southfield, MI NAMED INSURED Gabriel, Roeder, Smith & Co. Holdings, Inc. One Towne Square, Suite 800 Southfield, MI 48076 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: (30) days in Advance Notice of Cancellation to Certificate holder as required by written contract is included on the General Liability per Policy Holder Notice - Countrywide Endorsement CNA75014XX (1-15) (60) days in Advance Notice of Cancellation to Certificate holder is included on the Professional Liability policy per Additional You Endorsement EUC0913B407 J City of Miami is included as additional insured with respect to General Liability when requico rrritten contract or agreement. This insurance is primary and Non -Contributory. See enclosed endorsement. The General Liability policy and Workers' Compensation/Employer's Liability policies required by written contract or agreement. See enclosed endorsements. jnV Professional Liability Retroactive Date: 3/15/2006 `• AM Best Ratings: �, GL/Umbrella: Continental Insurance Company - A / XV < <'/1/ Auto: National Fire Insurance Co of Hartford - A / XV WC: Travelers Casualty Insurance Co of America - A++ / XV Professional: Hudson Excess Insurance Company - A+ / XV V 4R;$ (</ o' 4g4g. cide a blanket Waiver of Subrogation when ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT B. Co-owner of Insured Premises General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or rb (2) coverage broader than required by such contract or agreement, and in✓t broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the ext �r%missible by law. A. Controlling Interest(1> Any person or organization with a controlling interest in a Na eknsured, but only with respect to such person or organization's liability for bodily injury, property damage +rr sonal and advertising injury arising out of: 1. such person or organization's financial control of Li' -d Insured; or 2. premises such person or organization ow r}$�7r �intains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this argraph does not apply to structural alterations, new construction or demolition operations performed by, on4rf of, or for such additional insured. A co-owner of a premises co-o i +y a Named Insured and covered under this insurance but only with respect to such co -owner's liability f _`. ily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchisee Any person or o zation that has granted a franchise to a Named Insured, but only with respect to such person or organi tion's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74879XX (1-15) Policy No: Page 2 of 13 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name: GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 10020001860170799188836 General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. !'3J G. Mortgagee, Assignee or Receiver 439/ A mortgagee, assignee or receiver of premises but only with respect tfOrn mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and a nrti ing injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a N►a��f sured. The coverage granted by this paragraph does not apply to ruNtral alterations, new construction or demolition operations performed by, on behalf of, or for such addition i red. H. State or Governmental Agency or Subdivision or P 1 Subdivisions — Permits A state or governmental agency or subdivision o of ical subdivision that has issued a permit or authorization, but only with respect to such state or gover I agency or subdivision or political subdivision's liability for bodily injury, property damage or person d advertising injury arising out of: 1. the following hazards in connectior�,1 premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, mainten�epair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entr t coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street bannsor decorations and similar exposures; or b. the constructi 2ction, or removal of elevators; or c. the owners aintenance or use of any elevators covered by this insurance; or 2. the permitted r authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX (1-15) Policy No: Page 3 of 13 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name: GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organiz property damage arising out of your products which are distributed or sol or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: liability for bodily injury or regular course of such person a. bodily injury or property damage for which such person�q anization is obligated to pay damages by reason of the assumption of liability in a contract or agr6e4nt unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Na ured; c. any physical or chemical change in any prade intentionally by such person or organization; d. repackaging, except when unpacked for the purpose of inspection, demonstration, testing, or the substitution of parts under instru ti from the manufacturer, and then repackaged in the original container; e. any failure to make any ins cit92s, adjustments, tests or servicing that such person or organization has agreed to make or norm- dertakes to make in the usual course of business, in connection with the distribution or sale of the t : ucts; f. demonstration, ins r ion, servicing or repair operations, except such operations performed at the such person or orga .�� • s premises in connection with the sale of a product; products w after distribution or sale by the Named Insured, have been labeled or relabeled or used as a con r, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily inj ry or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. g. CNA74879XX (1-15) Policy No: Page 4 of 13 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name: GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 10020001860170799188837 General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products -comp ((boperations hazard; nor 3. who is specifically scheduled as an additional insured on another endq\\;f'i ��nntt to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ARtIOONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAI� 1\8ILITY CONDITIONS Section is amended to add the following paragraph: 1\v If the Named Insured has agreed in writing in a contrac or�greement that this insurance is primary and non- contributory relative to an additional insured's own insu , then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For rpose of this Provision 2., the additional insured's own insurance means insurance on which the addition red is a named insured. B. With respect to persons or organizations th i fy as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added the paragraph above: Otherwise, and notwithstanding anythi the contrary elsewhere in this Condition, the insurance provided to such person or organization is excf -ny other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED D ON Under DEFINITIONS the definit. odily injury is deleted and replaced by the following: Bodily injury means phy mental anguish or men injury, sickness or di ury, sickness or disease sustained by a person, including death, humiliation, shock, ury sustained by that person at any time which results as a consequence of the physical 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX (1-15) Policy No: Page 5 of 13 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name: GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 10020001860170799188764 Policy Holder Notice - Countrywide It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by t on the effective date of said Policy at the hour stated in said Policy, unless anothe expires concurrently with said Policy.9/ `(1� w9 V� VO V OV O Q� QQ gnated Insurers, takes effect tive date is shown below, and CNA75014XX (1-15) Policy No: Page 1 of 1 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name: GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 10020001860170799188853 Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE NAMED INSURED HAS AGREED IN WRITING IN A CONTRACT OR AGREEMENT TO WAIVE SUCH RIGHTS OF RECOVERY, BUT ONLY IF SUCH CONTRACT OR AGREEMENT: 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. (y O9 w`r (Information required to complete this Schedule, if not shown abov:, e shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is u erstaod and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amend <i�y e addition of the following: With respect to the person or organization shown in the Sche Trove, the Insurer waives any right of recovery the Insurer may have against such person or organization bec repayments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations o�"y ,r work included in the products -completed operations hazard. Q�` V All other terms and conditions of the Policy jf ifi unchanged. This endorsement, which forms a effect on the effective date of sa and expires concurrently with PQ Qrand is for attachment to the Policy issued by the designated Insurers, takes at the hour stated in said Policy, unless another effective date is shown below, olicy. CNA75008XX (10-16) Policy No: Page 1 of 1 Endorsement No: The Continental Insurance Co. Effective Date: Insured Name:GABRIEL, ROEDER, SMITH & COMPANY HOLDINGS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-9H841052-22-42-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named ine chedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH T BY WRITTEN CONTRACT EXECUTED PRIOR TO IN WAIVER. 4R;$ j</ PQ <<c3'' iSURED HAS AGREED S TO FURNISH THIS Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 05-20-22 STASSIGN: PAGE 1 OF1 Laadmiligalosa: Subject exPER.CONSULTANTAGaEEMm.nd�ar Roeee,a �a Thursday, neztz0,3na9wm mailagaza Hello Aimee, The COI inadequate. Thanks, Fank Gomez, CPI! Property & Casualty Manager City of Marys Risk Management (305) 4t6-t24o Office (305) 416-o26o Fax lgomez@mPmigov ram • "Serving,lnbaneing, and Transforming nar Comparing" From: Gandarilla, Aimee<AGandadlla@mkmigov.com> Sent Thursday, December 21, 20231:14PM To: quevedo, Teny<Tquevedo@mkmgov.com> Cc Gomez Irv, Francisco (Frank) <FGomez@miamgov com>; NNks, Yesenia <YNviles@mumgov.mm> Subject: FW: EXPERT CONSULTANT AGREEMENTGabriel Roeder Smith Company Good afternoon, Please advise. Thank you. • Thank you, Croy rur M(,a�m sctaemen[Oepar[ment 444 Sw 2"d Avenue, Ern Floor, Miami, FL 33130 P (305) 416.1006 F (305) 400-5338 E agaudarilla@miami any "Serving, Enhancing, and Transforming our Community' From:Valerie Rahlow@vrcrnnaultinv r m<Valerie Rehlnwm>vrcrnncultinv r m> Sent Thursday, December 21, 202312:11 PM andarilla, Aimee<0Gandarillardmiamivnv r m Subject: RE: EXPERT CONSULTANT AGREEMENT Gabriel Roeder Smith Company !CAUTION: This is an ®ail from an external source. Do not click links or open atm You are most welcome. The Insurance Certaicate is attached. Please let us know if there is anything else that you need. MerryChristmas) Valerie Phones EMS Mn9000, Est 1171 Dreg:z"a.as.zsm ham: Gandarilla, Aimee <AGandarilla@miamivnv rnm> Sent Thursday, December 21, 202311.AM gehlow, Valerie (CSAD(<yalerie Rehlnw0vrcrnnaultinv r m> Subject: RE: EXPERT CONSULTANT AGREEMENT Gabriel Roeder Smith Company ""CAUTION: This message originated from an eternal source."" Do not cock links or open attachments antes youtecognme the send_, econtent is safe Thank you Valerie. The only thing pending is the insurance, • Thank you, uen ocmen sM Avenue,sw floor,EIN umi 3130 City OE Procurement Den.. P(305)416.6 F(305)-533SE darilla@mami.vnu "Serving Enhancing, and Transforming :nu r Community' TUN,. Rehlnw0vrcrnncubinv r m<Yalerie Rahlnwrazvrcrnnaultinv r m> Sent:Thursday, December 21, 202310:54AM To: Gandarilla, Aimee <AGandarllardmiamieov.com> 5ubject:EXPERTCONSULTANT AGREEMENTGabriel Roeder Smith Company Aimee ou recognize the sender and know the content is safe! 1,er...dose r have received this email (CAUTION: This is an email from an external source. Do not dick links or open attachments unless you recognize the sender and know the content Is safe Thank you for speaking to me this morning. Attached Is the Corporate Resolution and the signature page (page9) with our signatures. Please note that we do not have a "stamp" Corporate Seal only an embossed version which we cannot add electronically, !would be happy to hard mail over an original signed form with our Corporate Seal affixed if that will work. Lastly, we are just waiting on our carrier to complete the insurance requirements. We will have that to you shortly. Please let me know if this will suffice. Thank you Valerie Phone 282.799.9000, rxc 101 I D.m:2ae.ns.zsm Notice of atiry: Inns privileged. Unless message Mr amber seed to recentn be me amended reopen* you may not tap, award, as axrmse use e. as disclose urame"n anyone else !Igen have revved ens email errosP "o"h me immea r and deletefrom your ham Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, January 4, 2024 11:30 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Mickens, Tania; Carbonell, Aileen Subject: Expert Consultant Agreement Gabriel Roeder Smith Company Matter 23-3424 Attachments: Expert Consultant Agreement Gabriel Roeder Smith Company.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qcmee candmitea Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" 1