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HomeMy WebLinkAbout24760AGREEMENT INFORMATION AGREEMENT NUMBER 24760 NAME/TYPE OF AGREEMENT CENTURY RISK ADVISORS, INC. DESCRIPTION EXPERT CONSULTANT AGREEMENT/EMPLOYEE BENEFITS & OTHER RISK BASED COSTS FOR CITY GOVERNMENT/MATTER ID: 23-3309 EFFECTIVE DATE January 12, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/12/2024 DATE RECEIVED FROM ISSUING DEPT. 1/16/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CENTURY RISK ADVISORS Department of Procurement 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 CONSULTING AGREEMENT CENTURY RISK ADVISORS 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 January 4, 2024 Annie Perez, CPPO 1 16:00:34 EST SIGNATURE: C� el--, RISK MANAGEMENT January 5, 2024 Ann -Marie Sharpe I 06:54:12 EST SIGNATURE: Cfi i rt.,46 CITY ATTORNEY Matter 23-3309 January 9, 2024 Victoria Mendez I 14:39:3 LFET, SIGNATURE: 74 ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER January 9, 2024 Larry Spring, CPA I 20: 40:04p EST SIGNATURE: �SP"� ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER January 10, 2024 V �j h008:25i 48r Nora EST SIGNATURE: a4-,, Noy;, C CITY CLERK January 12, 2024 Todd Hannon 1 19:17:46 EST SIGNATURE: ^_ 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 1/4/2024 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: Matter 23-3309 - Expert Consultant Agreement Century Risk Advisors 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 CENTURY RISK ADVISORS THIS AGREEMENT ("Agreement") is made and entered into this 12th day of January 2024, effective upon signature ("Effective Date"), by and between the City of Miami, a municipal corporation of the State of Florida ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and Century Risk Advisors, Inc., a for profit corporation pending authorization to conduct business in Florida, whose address is, 1900 N.W. Corporate Boulevard, Suite 400E, Boca Raton, Florida 33431 ("Expert Consultant" or "Century Risk Advisors"). RECITALS WHEREAS, the City, from time to time, retains individuals 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's Risk Management Department ("Risk") with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the 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, 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. The following exhibits are attached hereto and are hereby incorporated into and made a part of this Agreement: Exhibit A — Scope of Services Exhibit B — Insurance Requirements Exhibit C — Expert Consultant's Certificate of Insurance Exhibit D — Company Resolution In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement then the priority order indicated above. 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 Risk, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the Expert Consultant is now, upon execution of this Agreement, Page 1 of 16 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 receive Five -Thousand Dollars ($5,000.00) per month. Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" 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 the 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 the 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 all 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 the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined 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 sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Expert Consultant agrees that other than payment of compensation due pursuant to the terms of this Agreement, Expert Consultant shall not be entitled to claim any lost profits, special, or general damages against the City. Page 2 of 16 Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the 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. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering their professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the City to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and, shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The 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 the 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, and instrumentalities (collectively referred to as "Indemnitees") from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement, regardless of whether it is alleged that the Indemnitees were partially or wholly negligent. In the event that any action or proceeding is brought against the City 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. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at its own cost and expense), the Indemnitees as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and 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 Expert Consultant or persons employed or utilized by the Expert Consultant. Page 3 of 16 These duties described in this Section 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, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant shall indemnify the City with substantially the same language as this Section. The Expert 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 Expert Consultant in which the City 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 City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant 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. Nothing in this Section is intended to waive the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure its own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Exhibit "B" including the Insurance Requirements, all attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the 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. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, age, religion, color, gender, 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-Assiqnment, Successors, and Assiqns. The Expert Consultant's 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, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Page 4 of 16 Section 12. Public Records. A. The 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 all applicable laws. The 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 and any potential penalties authorized by Chapter 119, Florida Statutes. B. The 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's term and following completion of the same, if the Expert Consultant does not transfer the records to the City; and (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, the 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 the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the 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, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR VIA 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 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 it has not offered to pay, paid, or agreed to pay any person any fee, Page 5 of 16 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. The 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, 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 U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: Century Risk Advisors, Inc. c/o Ms. Felicia Holden 1900 N.W. Corporate Boulevard, Suite 400E Boca Raton, Florida 33431 Felicia. Holden@centurvra.com To the Cit City Manager's Office ATTN: Arthur Noriega V, City Manager 444 SW 2 Avenue, 10th Floor Miami, Florida 33130 With a copy to: Risk Management Department ATTN: Ann -Marie Sharpe City of Miami 444 SW 2 Avenue, 6th FL 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 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Page 6 of 16 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) an 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 lie exclusively 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 attorneys' 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 the laws of the State of Florida or the City, 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. 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. Page 7 of 16 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 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. Section 21. Confidentiality. Subject to the requirements of Chapter 119, Florida Statutes, Expert Consultant agrees not to disclose Confidential Information disclosed to it by the City. Confidential Information shall include all information received by Expert Consultant that is not available to the public and all information identified as confidential by the City. For purposes of this section, Confidential Information shall not include any information that (a) is or becomes generally available to the public, other than as a result of disclosure by Expert Consultant; (b) becomes available to Expert Consultant on a non -confidential basis and not in the contravention of applicable law from a source (other than Commissioner Pardo's Office) that is not bound by a confidential relationship by Commissioner Pardo's Office or by a confidentiality or other similar agreement; or (c) was known by Expert Consultant on a non -confidential basis and not in a contravention of applicable law or confidentiality or other similar agreement before its disclosure to Expert Consultant. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank Page 8 of 16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: "Expert Consultant" or "Century Risk Advisors" CENTURY RISK ADVISORS, INC., a for profit corporation pending authorization to conduct business in Florida By: By: Name: Ronald Reshefsky Title: Chairman Name: Title: "City" Felicia Holden Executive Vice President ATTEST: CITY OF MIAMI, DocuSignedifIorida municipal corporation By: � � �..R. By: Antur Wu?. Todd Hannon Arthur Noriega V City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: ,-DS REQUIREMENTS: ,—Uocu..netl by: /]n/ DocuSi0netl by: By. � � �� �� By. U1'rni .404,6 Victoria Mendez (Matter 23-3309) An :Marie Sharpe City Attorney Risk Management Director Page 9 of 16 EXHIBIT A SCOPE OF SERVICES Scope of Service: Expert Consultant for Employee Benefits and other Risk Based costs for City Government 1. Introduction: The purpose of this Scope of Service is to outline the responsibilities, deliverables, and expectations for an Expert Consultant specializing in employee benefits for City government. The Expert Consultant shall provide valuable expertise and guidance to ensure the development, implementation, and management of comprehensive employee benefits programs for the City's Chief Financial Officer ("CFO") and designee(s). 2. Objectives: The primary objectives of the Expert Consultant are as follows: a. Assess and analyze the current employee benefits programs offered by the City government. b. Develop recommendations and strategies to enhance existing benefits and introduce new ones. c. Ensure compliance with relevant laws, regulations, and industry best practices. d. Provide guidance on cost-effective benefit options that meet the diverse needs of City employees. e. Support the City government in communicating and educating employees about their benefits. f. Assist in evaluating and selecting benefit providers and negotiating favorable contracts. g. Monitor the effectiveness and utilization of employee benefits and propose adjustments as needed. h. Review and report findings from Data provided by the insurance carriers including disease management programs. i. Perform miscellaneous Expert Consulting services as requested in the areas of insurance, claims and other areas under the purview of the CFO. 3. Scope of Work: The Expert Consultant will undertake the following activities: a. Conduct a comprehensive assessment of the current employee benefits landscape, including plan design, coverage options, eligibility criteria, and cost structures. b. Analyze the needs and preferences of City employees through surveys, interviews, and focus groups. c. Develop a strategic roadmap for optimizing employee benefits, considering both short-term and long-term goals. d. Recommend benefit program enhancements and new offerings based on industry benchmarks, emerging trends, and budgetary considerations. e. Provide guidance on compliance with relevant federal, state, and local regulations such as the Affordable Care Act ("ACA"). Page 10 of 16 f. Advise on methods for controlling benefit costs while maintaining competitive offerings. g. Assist in the evaluation and selection of benefit providers, including insurance carriers, and wellness vendors. h. Support the negotiation of contracts with benefit providers to ensure favorable terms, pricing, and service levels. i. Develop comprehensive communication materials to educate and inform employees about their benefit options, including handbooks, brochures, online resources, and presentations. j. Conduct employee training sessions and workshops to help employees understand and maximize the value of their benefits. k. Monitor and analyze employee benefits utilization, satisfaction, and trends, and provide regular reports and recommendations to the city government. I. Offer ongoing consultation and support to address employee benefit inquiries, issues, and concerns. 4. Deliverables: The Expert Consultant shall provide the following deliverables: a. Assessment report outlining findings, analysis, and recommendations for improving employee benefits. b. Strategic roadmap for implementing recommended enhancements and new benefit programs. c. Review of communication materials and resources, such as benefit handbooks, brochures, and online content. d. Reports and presentations on benefit program utilization, costs, and effectiveness. e. Documentation and analysis of employee feedback and satisfaction surveys. f. Recommendations for adjusting benefit offerings based on changing needs, regulations, or market conditions. g. Ongoing consultation and support for benefit -related inquiries and issues. 5. Timeline and Project Duration: The timeline and project duration will be determined in consultation with the City government. It is important to allow sufficient time for the Expert Consultant to conduct assessments, develop recommendations, and implement changes effectively. A detailed project plan and timeline will be mutually agreed upon prior to the commencement of the engagement. 6. Budget and Compensation: The budget and compensation for the Expert Consultant will be negotiated and agreed upon between the Expert Consultant and the City government. Factors such as the scope of work, anticipated hours, and the level of expertise required will be taken into consideration during the negotiation process. Page 11 of 16 7. Compensation and Reporting: Expert Consultant shall submit a report to the City Manager on a quarterly basis. The City and Expert Consultant may agree to an alternative reporting frequency if more practical. Expert Consultant shall be compensated on a flat amount of Ten Thousand Four Hundred Sixteen Dollars ($10,416.00) per month billed quarterly. EXHIBIT B Page 12 of 16 INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT INGAGE 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 & Contractual 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 Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000.00 B. Endorsements Required City of Miami as additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer' s Liability 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 $500,000.00 for bodily injury caused by disease, policy limit Page 13 of 16 IV. Professional Liability/Errors and Omissions Coverage/Cyber Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 Expert Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for a minimum of one (1) year after termination of the Agreement. The above policies shall provide the City 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 prior to insurance approval. Page 14 of 16 EXHIBIT C EXPERT CONSULTANT'S CERTIFICATE OF INSURANCE [Insert upon execution] Page 15 of 16 EXHIBIT D COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, CENTURY RISK ADVISORS, INC. ("Company"), a for profit corporation pending authorization to do business in Florida, desires to enter into an Expert Consultant Agreement (the "Agreement") with the City solely for the limited purposes of performing the Services as described in the Agreement to which this Company Resolution is attached; and WHEREAS, the Board of Directors of the Company at a duly held company meeting have considered the matter in accordance with the Articles and By -Laws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this Company is authorized to enter into the Agreement with the City, and that Felicia Holden , as the authorized signatory of the Company, is hereby authorized and directed to execute the Agreement, in the name and on behalf of this Company, with the City and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. DATED this 4th day of January Corporate Secretary Print Name: Felicia Holden ,2024. Chairperson of the Board of Directors Print Name: Ronald Reshefsky (Corporate Seal) Page 16 of 16 2023 FLORIDA PROFIT CORPORATION ANNUAL REPORT FILED DOCUMENT# P13000005078 Jan 20, 2023 Entity Name: CENTURY ADVISORY SERVICES, INC. Secretary of State 1247183233CC Current Principal Place of Business: 1900 NW CORPORATE BLVD. SUITE 400E BOCA RATON, FL 33431 Current Mailing Address: 1900 NW CORPORATE BLVD. SUITE 400E BOCA RATON, FL 33431 US FEI Number: 30-0761057 Name and Address of Current Registered Agent: KATZ, THOMAS 0 3020 NORTH MILITARY TRAIL SUITE 275 BOCA RATON, FL 33431 US Certificate of Status Desired: No The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida. SIGNATURE: Electronic Signature of Registered Agent Officer/Director Detail : Title P/D Title VP Name RESHEFSKY, RONALD Name RESHEFSKY, GARY Address 1900 NW CORPORATE BLVD. Address 1900 NW CORPORATE BLVD. SUITE 400E SUITE 400E City -State -Zip: BOCA RATON FL 33431 City -State -Zip: BOCA RATON FL 33431 Title VST Name HOLDEN, FELICIA Address 1900 NW CORPORATE BLVD. SUITE 400E City -State -Zip: BOCA RATON FL 33431 Date I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears above, or on an attachment with all other like empowered. SIGNATURE: FELICIA HOLDEN EXECUTIVE VP 01/20/2023 Electronic Signature of Signing Officer/Director Detail Date A� D CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 01/04/2024 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 Century Advisory Services, Inc. NW Corporate Blvd. Suite 400E Boca Raton FL 33431 CONTACT Crystal Romero -Sherman NAME: PHHOONN , Ext): (561) 409-2420 FAX No): (561) 367-3126 (A/C,1900 E-MAIL crystal.romero-sherman@centuryra.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Sentinel Insurance Co., Ltd. 11000 INSURED Century Advisory Services, Inc., DBA: Century Risk Advisors 1900 NW Corporate Blvd, Suite 400E Boca Raton FL 33431 INSURER B : Travelers Indemnity Co. of America (TIA) 25666 INSURERC: Aspen American Ins Co INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL2391406618 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AB N./—FOR INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT I CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THE POLICY PERIOD i'2ESPECT TO WHICH THIS T TO ALL THE TERMS, INSR LTR TYPE OF INSURANCE IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLIO EY1�r) (MM 1 LIMITS A X COMMERCIAL GENERAL LIABILITY 21SBAPG3406 O (^w 03/� ti ♦ 03/04/2024 EACH OCCURRENCE 2,000,000 $ CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1 ,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY 2,000,000 $ GEN'L AGGREGATE LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000'000 $ A AUTOMOBILE XHIRED LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY ....,/ SCHEDULED AUTOS NON -OWNED AUTOS ONLY V 21SBAPG3406 SO) 03/04/2023 03/04/2024 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ — UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE O J EACH OCCURRENCE AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N ® U62J0969622142V 06/19/2023 06/19/2024 /� STATUTE EORH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ C PROFESSIONAL LIABILITY ASP2499600623 02/19/2023 03/19/2024 EACH ACT AGGREGATE $5,000,000 $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as Additional Insured for General Liability on a primary basis when required by written contract. Workers Compensation includes Waiver of Subrogation when required by written contract. Policies provide 30 days notice of cancellation, except 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION I City of Miami, Procurement Dept 444 SW 2nd Avenue, 6th FIr 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 r ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Professional Liability Insurance for Insurance Agents and Brokers Aspen American Insurance Company Newport Office Center III (A stock insurance company) fAAspen THIS IS A CLAIMS MADE POLICY. THIS POLICY ONLY APPLIES TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. PLEASE READ THE ENTIRE POLICY CAREFULLY. This Declarations Page is attached to and forms part of the Policy provisions. In consideration of the premium shown, the Underwriters do hereby bind themselves each for his own in and not one for the other in favor of the Insured whose name and address is shown, for the tr ice" or amounts specified hereon, and for the term stipulated, according to the following: ��O DECLARATIONS►��� POLICY NUMBER: ASP249960-0623 #` RENEWAL OF: ASP249960-0522 O ITEM 1. NAMED INSURED AND ADDRESS: _ kCI Centur sory Services, Inc. 190t4 - orporate Blvd, Suite 400E B4' ton, FL 33431 ITEM 2. POLICY PERIOD: .IQom: 03/19/2023 To: 03/19/2024 ®Z(12:01 A.M Standard time at the Insured's address set forth above in Item 1) ITEM 3. LIMITS OF LITY: A. Professi nal Liability: 1. $ 5,000,000 each Wrongful Act or series of continuous, repeated or Interrelated Wrongful Acts 2. $ 5,000,000 Aggregate 3. Defense Costs shall be in addition to the limits stated above: Yes (i) $ 5,000,000 Aggregate available in any one policy year for Defense Costs. Once this limit stated in 30) is exhausted, subsequent Defense Costs shall be part of and not in addition to the applicable Limits of Liability as designated by Item 3A of this Declarations. B. First Party Breach Management Services and First Party Regulatory Proceedings: 1. $ N/A Aggregate for all Breaches and Regulatory Proceedings ASPBRP001 0118 ***Please note: Declarations may continue on next page Page 1 of 2 ITEM 4. DEDUCTIBLE: $ 15,000 Each Wrongful Act, Claim, Breach, Regulatory Proceeding continuous, repeated or Interrelated Wrongful Acts, Claims, Regulatory Proceedings. ITEM 5. RETROACTIVE DATE: 03/19/2013 ITEM 6. PREMIUM: or series of Breaches or Florida FIGA Surcharge (0.7% of Premium). Applicable effective 01 /01 /2022. Additional Surcharge (1.3% of Premium). Applicable effective 07/01/2022 - 06/30/2023. ENDORSEMENTS FORMING PART OF THIS POLICY AT ISSUANCE: 1. 2. 3. 4. 5. 6. 7. 8. ADDITIONAL INSURED SPECIFIC RETROACTIVE COVERAGE ENDORSEMENT AMENDATORY ENDORSEMENT AMENDED INSURED ENDORSEMENT FIRST DOLLAR DEFENSE DEDUCTIBLE ENDORSEMENT FLORIDA AMENDATORY ENDORSEMENT FLORIDA TABLE OF CONTENTS SPLIT LIMIT RETROACTIVE DATE • �O U.S. ECONOMIC AND TRADE SANCTIONS ENDORSEMENT ►�\I%`� In witness whereof, We have caused this Policy to be signed below by a duly authorized representative of Ours. Secretary <<Cresident Authorized Representative ASPBRP001 0118 Page 2 of 2 From: Gomez Jr., Francisco (Frank) To: Gandarilla. Aimee Cc: Quevedo, Terry; Aviles, Yesenia Subject: RE: EXPERT CONSULTING AGREEMENT CENTURY RISK ADVISORS Date: Thursday, January 4, 2024 2:45:02 PM Attachments: image002.pnq image003.pnq Hi Aimee, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management O (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com Q� V O QO "Serving, Enhancin �nsformin our Community" 9 9 � 9 Y From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Thursday, January 4, 2024 2:38 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: EXPERT CONSULTING AGREEMENT CENTURY RISK ADVISORS Good afternoon Frank, Please advise. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, January 16, 2024 8:27 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Mickens, Tania Subject: EXPERT CONSULTING AGREEMENT CENTURY RISK ADVISORS (Matter 23-3309) Attachments: EXPERT CONSULTING AGREEMENT CENTURY RISK ADVISORS (Matter 23-3309).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, Cline gandaruUa Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6t"floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i