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City of Miami, Florida Contract No. RFP678384 PROFESSIONAL. SERVICES AGREEMENT By and Between The City of Miami, Florida And CONSULTANT This Professional Services Agreement ("Agreement") is entered into this _ day of 2017 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 101h Floor, Miami, Florida 33130 ("City"), and, USI Insurance Services, LLC a foreign limited liability company, qualified to do business in the State of Florida whose principal address is 200 Summit Lake Drive, Suite 350, Valhalla, NY 10595, hereinafter referred to as the ("Consultant"). OPr ITA1 C• WHEREAS, the City of Miami issued Request for Proposal No. 678384, on February 8, 2017 (the "RFP" attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of Employee Benefit Consulting Services, ("Services" as more fully set forth in the scope of work "Scope" attached hereto as Exhibit B) for the City of Miami's Risk Management Department, and Consultant's proposal ("Proposal", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), in response thereto, has been selected as the most qualified proposal for the provision of the Services. WHEREAS, the Evaluation/Selection Committee appointed by the City Manager determined that the Proposal submitted by the Consultant was responsive to the RFP requirements, and recommended that the City Manager negotiate with the Consultant; and WHEREAS, the City wishes to engage the Services of Consultant, and Consultant wishes to perform the Services for the City; and 1 Employee Benefit Consulting Services Revised 6/15/2017 City of Miami, Florida Contract No. RFP678384 WHEREAS, the City and the Consultant desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached as Exhibit "B". The Consultant's Response and Price Schedule, dated March 7, 2017, in response to RFP 678384, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Consultant's Insurance Certificate is hereby incorporated into and made a part of this Agreement as attached Exhibit "D", The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) Professional Services Agreement ("PSA") (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4) Consultant's response and Price Schedule, dated March 7, 2017, acknowledging scope of services and pricing component of services and, response to the Request for Proposals. 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of five (5) years: Initial term of three (3) years with an option to renew for two (2) additional one (1) year periods. The City, acting by and through its City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. 2 Employee Benefit Consulting Services Revises{ GI l5r'2n17 City of Miami, Florida Contract No. RFP678384 3. SCOPE OF SERVICES: A. Consultant agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A" and "B" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Consultant represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Consultant has been duly authorized to so execute the same and fully bind Consultant as a party to this Agreement. C. Consultant shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Consultant shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Consultant to remove any employee the City deems careless, incompetent, insubordinate, intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Consultant will be based upon the rates quoted in Exhibit "C" hereto, which by this reference is incorporated into and made a part of this Agreement. 3 Employee Benefit Consulting Services Revised 6; 15.2017 City of Miami, Florida Contract No. RFP678384 B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within thirty (30) days after receipt of Consultant's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. C. Consultant agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Consultant and not paid directly by the City, as the City is solely contracting with the Consultant, and (ii) any and all liabilities or debts regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Consultant, D. Prices shall remain firm and fixed for the term of the Contract, including any renewal or extension periods 5. OWNERSHIP OF DOCUMENTS: Consultant understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Consultant, its employees, or any subcontractor, or which is otherwise obtained or prepared by Consultant solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Consultant agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Consultant is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Consultant determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be 4 Employee Benefit Consulting Set -vices Revised 6/15%2017 City of Miami, Florida Contract No. RFP678384 breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDfT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Consultant agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Consultant which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Consultant under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Consultant which are related to Consultant's performance under this Agreement. Consultant agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Consultant's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Consultant's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Consultant under this Agreement conform to the terms hereof. Consultant shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida, which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 5 Employee Benefit Consulting Services Revised 6/15i2017 City of Miami, Florida 7. AWARD OF AGREEMENT: Contract No. RFP678384 Consultant represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Consultant shall additionally comply with Section 119.0731, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Consultant shall be permitted to retain any public records that make up part of its work product solely as required 6 Employee Benefit Consulting Services Revised 6115,12017 City of Miami, Florida Contract No. RFP678384 for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Consultant determine to dispute any public access provision required by Florida Statutes, then Consultant shall do so at its own expense and at no cost to the City. If the Consultant has questions regarding the application of Chapter 119, Florida Statutes, to the Consultant's duty to provide public records relating to the contract, contact the Custodian of Public Records at PublicRecords(a),miamigov.com, or regular mail at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th Floor, Miami, FL 33130. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Consultant agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from time to time. Consultant further agrees to include in all of Consultant's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes, and ordinances, as they may be amended from time to time. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 10. INDEMNIFICATION: Consultant shall indemnify, hold/ save harmless, and defend at its own costs and expense, the City, City agencies and instrumentalities, their officials and employees from claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively 7 Employee Benetit ConSUIting Services Revised 6/15,'2017 City of Miami, Florida Contract No. RFP678384 referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of Consultant or its employees or subcontractors (collectively referred to as "Consultant") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the Consultant to comply materially with any of the requirements herein, or the failure of the Consultant to conform to statutes, ordinances, codes, rules, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement including, without limitation, its subject matter , or failure of the Consultant to comply with a known standard of care in the rendition of its services , even if it is alleged that the City, its officials and/or employees were negligent. Consultant expressly agrees to indemnify, hold/ save harmless, and defend at its own costs and expense, the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Consultant, or any of its subcontractors, as provided above, for which the Consultant's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation, Unemployment Benefits, or similar laws. Consultant further agrees indemnify, hold/ save harmless, and defend at its own costs and expense, the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Consultant's negligent performance under this Agreement, compliance with which is left by this Agreement to Consultant, and (ii) any and all claims, and/or suits for labor, materials, equipment, furnishings, and materials furnished by Consultant or utilized in the performance of this Agreement or otherwise. Employee Benefit Consulting Services Revised & 15;'2017 City of Miami, Florida Contract No. RFP678384 Consultant's obligations to indemnify, indemnify, hold/ save harmless, and defend at its own costs and expense, the Indemnitees shall survive the termination/expiration of this Agreement. Consultant understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Consultant throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Consultant fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Consultant shall be in default. Consultant understands and agrees that termination of this Agreement under this section shall not release Consultant from any obligation(s) accruing prior to the effective date of termination. Should Consultant be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Consultant shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Consultant understands and agrees that all disputes between Consultant and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Consultant being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved 9 Employee Benefit Consulting Services Revised 61152017 City of Miami, Florida Contract No. RFP678384 or disapproved, as applicable, by the City Commission, whose decision shall be final. Consultant shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance , signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Consultant at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Consultant compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Consultant for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Consultant shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default.. In such event, the City shall not be obligated to pay any amounts to Consultant for 10 Employee Benefit Consulting Set -vices Revised 6/15;2017 City of Miami, Florida Contract No. RFP678384 Services rendered by Consultant after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Consultant for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 14. INSURANCE: A. Consultant shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title of the RFP must appear on each certificate of insurance. The Consultant shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Consultant shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Consultant shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. Consultant understands and agrees that all liabilities regarding the use of any of Consultant's employees or any of Consultant's subcontractors for Services related to this Agreement shall be borne solely by Consultant throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Consultant further understands and 11 Employee Benefit Consulting Services Revised 6/15,2017 City of Miami, Florida Contract No. RFP678384 agrees that insurance for each employee of Consultant and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. C. Consultant shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Consultant shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Consultant in conjunction with the violation of the terms and conditions of this Agreement. D. Compliance with the foregoing requirements shall not relieve Consultant of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Consultant represents to the City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Consultant further covenants that no otherwise qualified individual shall, solely due to his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 12 Employee Benefit Consulting Services Revised 6/ 15,2017 City of Miami, Florida 16. ASSIGNMENT: Contract No. RFP678384 The Consultant's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Consultant, in whole or in part, and Consultant shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONSULTANT: Jose Gonzalez Vice President, Employee Benefits 201 Alhambra Circle Suite 801 Coral Gables, FL 33134 TO THE CITY: Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Ann -Marie Sharpe Risk Management Director 444 SW 211d Avenue, 91h Floor Miami, FL 33130-1910 Annie Perez, CPPD Procurement Director 444 SW 2nd Avenue, 61h Floor Miami, FL 33130-1910 13 Employee Benefit Consulting 5ewiees Revised 61' 15.'2017 City of Miami, Florida Contract No. RFP678384 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Consultant shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Consultants. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 14 Employee Benefit Consulting Services Revised 61 15,2017 City of Miami, Florida Contract No. RFP678384 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Consultant has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Consultant, nor its employees, nor any subcontractor hired by Consultant to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, its employees, or any subcontractor hired by Consultant to provide any Services hereunder, and Consultant agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Consultant rendering Services to the City under this Agreement. Consultant further understands and agrees that Consultant's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination 15 Empioyce Benefit ConAllting Services Revised b! 15+2017 City of Miami, Florida Contract No. RFP678384 due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Consultant. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such Force Majeure Event actually delay such party. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Consultant hereby understands and agrees that in no event shall the City be liable for, or responsible to Consultant or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 16 Employee Benefit Consulting Services Revised 6!{512017 City of Miami, Florida 24. USE OF NAME: Contract No. RFP678384 Consultant understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Consultant is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Consultant agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Consultant hereby certifies to the City that no individual member of Consultant, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Consultant hereby represents and warrants to the City that throughout the term of this Agreement, Consultant, its employees, and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Consultant and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 17 Employee Benefit Consulting Services Revised 615.2017 City of Miami, Florida Contract No. RFP678384 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Consultant hereby certifies, represents and warrants to the City that on the date of Consultant's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Consultant under this Agreement are and will continue to be accurate, complete, and current. Consultant understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute the same agreement. 30. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 18 Employee Benefit Consulting Services Revised & 15 2017 City of Miami, Florida Contract No. RFP678384 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: By: Todd B. Hannon, City Clerk ATTEST: Print Name; ff ,11-LCL5VC1 G, Lk 0Cl- ve., Title: �i'A,-LV-�� (Corporate Seal)Q� ` r Thy OThfAAAB.LfNAFiES MY COMMISSION # FF 455210 �. :; EXPIRES: Mash 20, 2020 Bonded Thru Nolary Public Undarwrilers APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney "City" CITY OF MIAMI, a municipal corporation Daniel J. Alfonso, City Manager "Consultant" USI Insurance Services LLC, a for-profit corporation Print Name: ,lose Gonzalez � 1 Title: V P . `,��.� M �;r c c_ dem e_4� (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director 19 Employee Benefit Consulting Services Revised 6128/2017 City of Miami, Florida Contract No. RFP678384 EXHIBIT A RFP No. 678384 21 Employee Benefit Consulting Services Revised 6i [5.2017 OUTI-tv of Maxi ANNIE PEREZ, CPPD Procurement Director ADDENDUM NO.7 DATE: March 29, 2017 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSALS (RFP) NO.: 678384 TITLE: Employee Benefit Consulting Services This Addendum becomes a part of the subject solicitation, DANIEL J. ALFONSO City Manager A. All references to "Sections 457(b) and 401(a) tax deferred retirement plans" are hereby deleted in their entirety from Section 3.1, Specifications/Scope of Work, as these plans are not included in the Scope. B. Section 3. 1, Subsections 5a(2); 5d, and 5e are also being deleted in their entirety as these subsections are associated with the supplemental retirement benefits in A above. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, +L nie Perez, CPPD Director of Procurement AP: cj c. Ann -Marie Sharpe, Director, Risk Management Lydia Osborne, CPPO, Assistant Director of Procurement ld4r �itv of *Hliami ANNIE PEREZ, CPPO Procurement Director ADDENDUM NO.6 DATE: March 28, 2017 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSAL {RFP} NO.: 678384 TITLE: Employee Benefit Consulting Services This Addendum becomes a part of the subject solicitation. DANIEL J. ALFONSO City Manager The deadline for submission of proposals has been extended until Wednesday, April 5 at 3:00 PM, in order to allow adequate time to respond to inquiries submitted by potential proposers. APPROVED: vuli 9W A ie Perez, CPPD, Direc of Procurement AP:lo c. Lydia Osborne, CPPD, Assistant Director of Procurement Ann -Marie Sharpe, Director, Risk Management Date V Ir iam- ANNIE PEREZ, CPPO Procurement Director ADDENDUM NO, 5 DATE: March 24, 2017 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSAL (RFP) NO.: 678384 TITLE: Employee Benefit Consulting Services This Addendum becomes a part of the subject solicitation. The following are the inquiries received and the corresponding responses: DANIEL J. ALFONSO City Manager 1. Can fees and/or commissions be paid to the consultant awarded the contract if agreed upon in advance and fully disclosed? If so, any restrictions (e.g., for non -self-funded coverages)? Answer: The City does not intend to pay commissions on the services listed within this RFP. 2. Who insures the disability plans? Answer: The answer to this question is not available at this time. The disability plans are administered by the employee unions. Risk Management has no involvement in the provision or management of this benefit. 3. Does the City use a data analytics vendor or tool currently? If so which tool, or was it designed in-house? Answer: The City does not use a data analytics vendor or tool. 4. Under General Terms — Section G does this provision apply to this specific opportunity? Answer: This question is unclear, as the City is not sure which Section is being referred to. 5. How many specific administrator locations are there, (e.g. more than one for medical)? Answer: This question is unclear. 6. Is the first year of the contract that will result from this RFP part of: a) a multi-year audit? b) a full year audit? c) two semi-annual audits?, and d) Are the dental, vision and life/disability plans part of the semi-annual audits? Answer: a), b), c) The audit period(s) during the first year of the contract has not yet been defined. d) This has not yet been established. 7. Is the City open to a full rebate audit versus an audit to the rebate guarantee only? Is the City interested in a full Rx audit versus an audit to the guarantee only? Answer: The City will consider full rebate and prescription audits, but only as part of contracted services, at the City's discretion. 8. Please describe the City's current wellness initiatives/program. a) Does the City have a formal wellness strategy? b) does the City work with a vendor partner for wellness? c) Does the City use any wellness services provided by its health plan? Answer: a) Yes. See below: Strategic Wellness Plan (vision, mission statement) Vision — to continue being the objective resource through the City's Stay Active Miami (SAM) workplace wellness program for health promotion in the workplace, aimed at providing employees and their families a pathway to embrace not only healthy behaviors, but also help them pursue healthier lifestyles choices and gain an increased sense of well-being. Mission Statement—to maintain and continue promoting and expanding the reach of the City's Stay Active Miami (SAM) workplace wellness program, encouraging and promoting health awareness for employees and their families, by providing empowering health education, accessible and engaging fitness events, with the tools and resources that will enable them strive to reach their optimal health through healthier lifestyle choices, thereby helping reduce the City's plan health costs, increase productivity, and fostering talent attraction and retention of a high quality workforce. b) Not at this time., and c) The City makes use of the following wellness services provided by its health plans: Client Engagement Manager, Onsite Health Coach, and a Wellness Coordinator, 9. The City has requested that the consultant attend weekly wellness meetings. a) May attendance be by phone/web, or is onsite attendance required?, b) Please describe the general purpose of the weekly wellness meetings,, and c) Who is generally involved in them? Answer: a) The frequency of the meetings will be bi-weekly, and will be onsite. b) The general purpose of these meetings is to strategize, monitor wellness initiatives, and to address the concerns of union representatives. c) Meeting participants usually include: the CIGNA Team, City Human Resources, Risk Management, and a representative from each union except the Fraternal Order of Police. 10. a) Is there a summary description of the 401(1)1457 Plans available covering eligibility, contributions, plan investments, etc.? b) Does the general consulting support for the 401(a)/457 Plans include Investment Advisory Services for either or both of the Plans? Answer: a) For the 401 (1) Plans, the City contributes 8% for eligible Executives (some participate in the City's Pension Plan), for the 457 Plans, the City neither matches, nor contributes; and b) Yes, the general consuiting support includes Investment Advisory Services for both pians. 11. As it relates to "Develop employee communications..." how would that requirement relate to the 457(b) or 401(a) Plans where the vendors provide communications as part of their service model? What type of issues are directly communicated by the City that your consultant would be expected to assist with? Answer: The answers to these questions are not readily available. 12. Can the City provide more detail for the services requested in "Other related Duties": a) Assist with retirement, investment, and annuity placement consulting for executive level management, as deemed necessary by the City. b) Provide specialized actuarial studies for supplemental retirement benefits, Answer: These will be determined at time of need. 13. Do both of these items refer to the same set of supplemental retirement benefits? Can the City describe the supplemental retirement benefits for which actuarial studies are required? How many people are deemed executive level management? What prompts the need for annuity placement for these benefits? Answer: This will be determined at time of need, and does not preclude Proposer from proposing. 14. Insurance Requirements: Please confirm if the City is willing to accept the Auto Liability our Auto limits are any one accident or loss? Answer: The automobile insurance coverage limit is on a per accident basis. 15. Insurance Requirements: Please confirm if the City is willing to accept that our Professional Liability limits are each wrongful act/annual aggregate and our policy has a $5 million retention. Our annual report is available online for the City to review. Answer: No. The coverages, endorsements and conditions expressed within Section 2- 10, Insurance Requirements, are mandatory. 16. Insurance Requirements: With regards to Waiver of Subrogation, we would request that the waiver of the insurer's subrogation rights with Workers' Compensation, Employer's Liability, General Liability and Automobile Liability be removed or if not, will the City allow mutual waivers under the other party's policies? Answer: The Waiver of Subrogation in terms of Automobile Liability can be removed. The City is self-insured, and subject to the limitations and provisions as set forth in Section 768.28 of the Florida Statutes 17. Cancellation of Insurance: Please confirm if the City would allow the Awardee to advise that a cancelled, or non -renewed policy would be replaced with no coverage gap and a current Certificate of Insurance would be provided and not provide a cancellation notice, since coverage will be replaced with no gap. Answer: No, See the response to question 15 above. 18. In addition, other new services regarding the provision of specialized actuarial studies for supplemental retirement benefits. What 401(x) plans does the City have, Defined Benefit or Defined Contribution or both? Is this part of the State of Florida plan? Wow many total plans are there? Also, are you wanting us to include the cost of such an audit in our proposal? Answer: This will be determined at time of need, and does not preclude Proposer from proposing. } APPROVED: l;6 : a,� k�- � An ie Perez, CPPD, Dir for of Procurement Date AP; cj c. Lydia Osborne, CPPD, Assistarit Director of Procurement Ann -Marie Sharpe, Director, Risk Management 11"itu Ulf A-ztm- ANNIE PEREZ, CPPD DANIEL J. ALFON50 PJ'OCUrenlOnt. Director City Manager 1, or Ir i t ti ADDENDUM NO. 4 DATE: March 16, 2017 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSALS (RFP) NO.: 678384 TITLE: Employee Benefit Consulting Services The following changes, additions, clarifications, and/or deletions amend the RFP documents of the above captioned RI=P, and shall become an integral part ofthe RFPand Professional Services Agreement (PSA), Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. This Addendum becomes a part of the subject solicitation. A. The following are the inquiries received and the corresponding responses: 1. What are the annual fees paid to the consultant for the work outlined in this RFP? Answer: The annual fees paid during the last year of the previous contract were $154,500. Note that the previous contract included actuarial services, which are not part of this RFP. 2. Is this RFP for services due to the end of the prior contract? Answer: Yes, the City wishes to continue the services. 3. Is the City satisfied with current services being provided? Answer: Yes. The City was satisfied with the services under the previous contract. Notwithstanding, the City's focus is always on continued process and service improvements. 4. Can funds be required in vendor RFPs to help offset costs of select services (e.g., pre/post implementation audit, implementation support)? Answer: The Proposer's proposed price shall include all costs associated with the provision of the services requested through this RI=P, 5. Who is the city's stop loss vendor? Answer: The City's stop loss vendor is Life Insurance Company of North America, Inc. (Cigna). 6. The City noted "Successful Proposer shall be available for periodic meetings where deliverables will be addressed." a) Will the City share the number of such meetings occurring during CY2016 and whether the number is expected to change? b) Does the City currently have or anticipate the need/desire to have regular status/update calls? If so, what frequency is anticipated (e.g., weekly, monthly)? Answer: a) In 2016, over 36 meetings occurred. The number of meetings may increase/decrease depending upon operational needs. b) Regular status/update calls are anticipated to be held at least once monthly, at the City's discretion. 7. Does the City have a schedule for bidding the various benefits programs? Answer: Solicitations for benefit programs will be competitively procured, as applicable, as current contracts are due to expire. 8. Wil! the City share a sample RFP project plan that clarifies tasks performed by the Procurement Department and support provided consultants. Answer: This question is unclear. The City's Procurement Department procures the services needed by User Departments and does not perform tasks under project plans. 9, a) How does the participation breakdown between single/member plus spouse/member plus children)/member plus family? b) How many active/retired members are eligible for the plans? c) How many participate? Answer: a) and c) See table below; b) As of September 30, 2016 (end of last fiscal year), there were approximately 4,100 eligible active/retired members. The breakdown of participating members is as follows: Employee Employee Employee Employee Members +Child(ren) +Family +Spouse Only Grand Total I Active 371 605 225 1082 2283 COBRA I 2 2 Retiree Over 65 3 11 107 224 345 Reti ree Under 65 27 62 94 338 521 Grand Total 401 678 426 1646 3151 10. a) Which unions represent the City's employees? b) In meeting with the unions, may the attendance be by phone/web or will onsite attendance be required? Answer: a) The City's Employees are represented by four (4) unions: 1) International Association of Fire Fighters Local 587 (Fire Fighters), American Federation of State, County and Municipal Employees (AFSCME) Local 871 (Solid Waste), AFSCME Local 1907 (General Employees), and Fraternal Order of Police (FOP) Miami Lodge 20 (Sworn Police Dept. Employees). FOP has its own health plan, which is unrelated to the services sought through this RFP. b) Onsite attendance shall be required for all union meetings 11. What have been the City's top 3 cost drivers in the past 2 years; both medical and pharmaceutical? Answer: The City's top three (3) cost drivers during the past two (2) years for medical are Diabetes, Asthma, and Psych/Neurotic Disorders; for pharmaceutical are Remicade, Saizen, and Humira Pen, 12. Is the City willing to: a) Negotiate the Indemnification clause listed in the RFP requirements under Section 1.42 and in Section 2.10 so the proposing firm is not subject to an unlimited liability? b) Waive the Bid Bond/Bid Security requirement or at a minimum negotiate the terms under Section 1.11? c) Negotiate provisions of the Professional Services Agreement provided with the RFP? Answer: a) Certain terms, (indemnity/hold harmless, insurance, cancellation for convenience, funding -out clause, among others), are long-standing City requirements and may not be modified regardless of whether an exception is taken. b) Bid Bond / Bid Security does not apply to this solicitation. As indicated within Section 1. 11. these clauses are only applicable if listed within Section 2, Special Terms and Conditions. c) See Section 2.8, Execution of an Agreement, on page 27 of the RFP. 13. When will the City provide the addendum with responses regarding the questions asked? Answer: The City strives to respond to inquiries, if applicable, within 48 hours. 14. Is the City open to alternate suggestions for the audit period — i.e. annual audits versus semi-annual for the same plan? Answer: The Proposer may make recommendations. 15. Does the City conduct an annual employee engagement survey? Or, does the City rely on periodic pulse surveys? Answer: The City conducts an annual employee satisfaction survey. 16. How frequently has the City conducted focus groups in the past? Answer: The City Manager's Office conducts annual focus groups as part of its Strategic Planning Initiative. 17. Is the City looking for communication support in any other specific areas? Answer: Not at this time. 18. As part of our retention policy, we must retain a copy of all work products. Please confirm if the City is willing to allow Proposer to retain any public documents or confidential/exempt documents that make up part of our work product as required for document retention purposes, as well as, any such documents stored as a result of backup email systems that store emahs for emergency backup purposes. Answer: Refer to Articles 5, Ownership of Documents, and 6, Audit and Inspection Rights and Records Retention of the Sample Professional Services Agreement attached to this RFP. 19. Section 3.1, Specifications/Scope of Work, includes conducting a semi-annual onsite claims audit of self-funded plans, and a semi-annual audit of the Pharmacy Benefits Management (PBM) Program. Can you clarify as to whether you are asking if the Proposer can conduct these audits, or that you are requesting that the Proposer perform the audits, as well as, cover the cost of the audits? Answer: The Successful Proposer shall conduct the semi-annual onsite claims and PBM audits. Proposer's price shall include all costs associated with the provision of the services requested through this RFP. 20. When was the last medical/PBM audit conducted? Answer: This information is not available at this time. 21. What is the audit period(s) for the medical audit/PBM audit? Example: incurred Claims: January 1, 2016 - June 30, 2016 Paid Claims: January 1, 2016 - July 31, 2016 Answer: At this time, no specific time period has been established. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, Annie Perez, CPPD Director of Procurement AP: c} c. Lydia Osborne, CPPO, Assistant Director of Procurement Ann -Marie Sharpe, Director, Risk Management ANNIE PEREZ, CPPD Procurement Director ADDENDUM NO.3 BATE: March 10, 2017 TO: ALL PROSPECTIVE PROPOSERS SUBJECT: REQUEST FOR PROPOSAL (RFP) NO.: 678384 TITLE: Employee Benefit Consulting Services This Addendum becomes a part of the subject solicitation, DANIELJ. ALFONSO City N pager The deadline for submission of proposals has been extended until Thursday, March 30, 2017 at 3:00 PM, in order to allow adequate time to respond to inquiries submitted by potential proposers. APPROVED. / 2� /� An ie Perez, CPPD, Director Procurement Date AP: lo c. Lydia Osborne, CPPD, Assistant Director of Procurement Ann -Marie Sharpe, Director, Risk Management ANNIE PEREZ. CPPD Chic!'procin inen€ UPFecr O yl lif 1` s ADDENDUM NO. 2 DANIEL J. ALFONSO Cine Manaeer Request for Proposals - RFP No. 678384, Emplovee Benefit Consulting Services February 23, 2017 TO: ALL PROSPECTIVE PROPOSERS: The purpose of this Addendum is to chance the notification settings related to Addendum No. 1 from "Internal to Sourcing", to "To Supplier". This Addendum No, 2, contains the sank information intended for Addendum No. 1. AI.L OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. APCcj Cc: RFP File Sincerely, u�ie Per4""'. Director/Chief Procurement Officer Page I ANNIE PEREZ, CPPD Chieffrocuremen1 officer Uf 4 T 7 .. ADDENDUM NO. 1 DANIEL J. ALFONSO city Ntanager Request for Proposals - RFP No. 678384, Emplovee Benefit Consulting Services February 17, 2017 TO; ALL PROSPECTIVE PROPOSERS; The following changes, additions, clarifications, and/or deletions amend the Request for Proposals ("RFP") documents of the above captioned RFP, and shall becorne an integral part of the RFI' and Professional Services Agreement ("PSA"). Words and/or figures stricken through shall be dcteted. Underscored words and/or figures shall be added. The remaining provisions are novo in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. A. The sign -in sheet from the voluntary Pre -Proposal Conference held on February 16, 2017 has been attached. B. The sample PSA is 'being cleteted in its entirety due to minor edits recommended by the City Attorney's office and replaced with the attached Revised Agreement, located under the Header./Notes and Attachrnents section of this solicitation in the Oracle/iSupplier Sourcing System. cl ALL OTHER TERi1IS AND CONDITIONS OF THE RFP REMAIN THE SAME. AP/cj Cc: RFP File Sincerely, ue Perez, CPPD irect0r/Chief Procurement OFficer Paae t * iRClet IlltEl >f `0 R RFPNumber: Title: Issue Date/Time: RFPClosing Date/Time: Pre-Bid/Pre-Proposal Conference: Pre-Bid/Pre-Proposal Date/Time: Pre-Bid/Pre-Proposal Location: City of Miami Request for Proposals (RFP) Deadline for Request for Clarification: Contracting Officer: Bard Copy Submittal Location: Contracting Officer E -Mail Address: Contracting Officer Facsimile: Procurement Department Miami Riverside Center 444 SW 2rd Avenue, 61h Floor Miami, Florida 33130 Web Site Address: www.miamigov.comlprocuremenl 678384,7 Request for Proposals for Employee Benefit Consulting Services 30 -MAR -2017 05 -APR -2017 @ 15:00:00 Voluntary Thursday, February 16, 2017 at 10:00 AM 444 SW 2nd Avenue, 6th Floor South Conference Room Thursday, March 2, 2017 at 5:00 PNi Johnson, Charles City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US CJohnson@miamigov.com 305-400-5373 Page 1 of 40 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). 10114M -16M2 3 We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (1) agree to abide by all terms and conditions of this solicitation and certify that 1 am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSER NAME: ADDRESS: PHONE: EMAIL: SIGNED BY: TITLE: FAY.: CELL(Optional): DATE: FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS Page 2 of 40 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Business Tax Receipt / Occupational License Number: Business Tax Receipt / Occupational License Issuing Agency: Business Tax Receipt / Occupational License Expiration Date: Will Subcontractor(s) be used? (Yes or No) Please list all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert NIA. Has Proposer reviewed the attached Sample Professional Services Agreement (PSA)? Does Proposer acknowledge that the attached PSA is an example of the standard Agreement used in conjunction with the provision of these services? Page 3 of 40 Line: 1 Description: Proposers are not required to enter a unit price on this line. Proposers shall submit their proposed prices on Form B, Price Proposal Schedule, located under the Header/Notes and Attachments Section of this Solicitation, in the OracleliSupplier Sourcing System Category: 91800-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total $ paac 4 o f' 40 Request for Proposals (RFP) 678384,7 Table of Contents Termsand Conditions......................................................................................................................................................6 1. General Conditions............................................................................................................................................6 1.1. GENERAL TERMS AND CONDITIONS.............................................................................................6 2. Special Conditions...........................................................................................................................................26 2.1. PURPOSE........................................................................................................................................ .....2b 2.2. VOLUNTARY PRE -PROPOSAL CONFERENCE.............................................................................26 2.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION..........................................................................................................26 2.4. TERM OF CONTRACT......................................................................................................... .,..,..26 2.5. CONDITIONS FOR RENEWAL.........................................................................................................26 2.6. LIVING WAGE ORDINANCE...........................................................................................................27 2.7. PROPOSER"S MINIMUM QUALIFICATIONS.................................................................................27 2.8. EXECUTION OF AN AGREEMENT.................................................................................................27 2.9. NON -APPROPRIATION OF FUNDS.................................................................................................27 2.10. INSURANCE REQUIREMENTS......................................................................................................28 2.11. CONTRACT ADMINISTRATOR.....................................................................................................29 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S)......................................................................29 2.13. WORK ASSIGNMENTS...................................................................................................................30 2.14. ADDITIONAL SERVICES................................................................................................................30 2.15, FAILURE TO PERFORM..................................................................................................................30 2.16. TERMINATION......................................................................................................................... ........30 2.17. PRIMARY CLIENT (FIRST PRIORITY)............................._...........................................................31 2.18. UNAUTHORIZED WORK................................................................................................................3I 2.19. CHANGES/ALTERATIONS.............................................................................................................31 2.20. METHOD OF PAYMENT ............................................... ............31 2.2 L COMPENSATION.............................................................................................................................31 2.22. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD.........................................32 2.23. RECORDS..........................................................................................................................................32 2.24. TRUTH IN NEGOTIATION CERTIFICATE...................................................................................33 2.25. ADDITIONAL TERMS AND CONDITIONS..................................................................................33 3. Specifications............................................................................................................... ...34 3.1. SPECIFICATIONS/SCOPE OF WORK..............................................................................................34 4. Submission Requirements...............................................................................................................................37 4.1. SUBMISSION REQUIREMENTS.......................................................................................................37 5. Evaluation Criteria........................................................................................ .... 5.1. EVALUATION CRITERIA.................................................................................................................40 Page 5 of 40 Request for Proposals (RFP) 678334,7 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. I.I. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fiilly in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation, 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ei.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES WILL NOT BE CONSIDERED. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of Page 6 of 40 Request for Proposals (RFP) 678384,7 the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refitsal to comply with this condition shall result in the immediate cancellation of this contract by the City. 19. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not-for-profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, riles, and regulations. Each Governmental, not-for-profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successfid bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City, Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions, F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement maybe awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the Page 7 of 40 Request for Proposals (RFP) 678384,7 City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessfid bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, fiunction, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION—Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firni or corporation submitting a response Page 8 of 40 Request for Proposals (RFP) 678384,7 for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. C. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article Ill. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFC', RFQ, RFLI, or IFS after advertisement and terminates at the time the City Manager issues a written recominendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff, the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: Page 9 of 40 Request for Proposals (RFP) 578384,7 oral Communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre-bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR 1FB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence, You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any board, commission or agency of the City within the past two years. Bidder/Proposer fiirther warrants that he/shelit is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Page 10 of 40 Request for Proposals (RFP) 67$384,7 Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the B idder(s)/Proposer(s). 1,25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination, The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Cbief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission, (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Stich violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the Page 11 of 40 Request for Proposals (RFP) 678384,7 responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not Submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default; A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on this Contract. 1.28. DETERArIINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure Page 12 of 40 Request for Proposals (RFP) 678384,7 to comply with these requirements may deem a Response non-responsive. A. Responsible Bidder shall mean a bidder/proposer who has submitted a bid/prposal and who has the capability, as determined tinder the City Procurement Ordinance, in all respects to hilly perfor-i the contract requirements, and the integrity and reliability of which give reasonable assurance of good faith and performance. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successfivl Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instnictions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the convnoditieslservices defined within the scope of this formal solicitation at the price contained within vendor's response. Farther, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter- hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Fonnal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES A.Rejection of Responses The City may reject a Response for any of the following reasons: Page 13 of 40 Request for Proposals (RFP) 67$384,7 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non-responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non-responsive, and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed Page 14 of 40 Request for Proposals (RFP) 678384,7 or supplied over a period of time. 1.38. FLORIDA MINIMUM NAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI -W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1 st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successfiul bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. In any action or proceeding each party shall bear their own respective attorney's fees. 1.40. HEADINGS AND TERt4IS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure, D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information Page 15 of 40 Request for Proposals (RFP) 678384,7 practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify, hold/save harmless and defSnd at its own costs and expense the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities. as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted tinder the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §§725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Stub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1,43. FORNIATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must famish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Page 16 of 40 Request for Proposals (RFP) 67$384,7 Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City, If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. 'Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.47. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section I8-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION -The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet Page 17 of 40 Request for Proposals (RFP) 678384,7 as appropriate. 1.51. NO PAR'T'NERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or constnued to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and retuned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. Alt persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation, In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response Linder this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. Page 18 of 40 Request for Proposals (RFP) 678384,7 1.57. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCE/PAYivIENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT)—Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B, Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for fil ure reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the resection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON-RESPONSIVE. 1.61, PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of Page 19 of 40 Request for Proposals (RFP) 678384,7 market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall conunence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Page 20 of 40 Request for Proposals (RFP) 678384,7 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (See. 18-1146) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attormey, shall have the authority to resolve controversies between the Contractual Party and the city which arise tinder, or by virtue of, a Contract between them, provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions, If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $ 25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. I.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or Page 21 of 40 Request for Proposals (RFP) 678384,7 ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer, 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Comer, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice, or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility, The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award detem-iination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shalt be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to nits shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall nun until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than 525,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or Page 22 of 40 Request for Proposals (RFP) 678384,7 the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed farther with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare, (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (1) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. L77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used, All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy fonnat to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no Page 23 of 40 Request for Proposals (RFP) 678384,7 award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non-responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, I BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US 1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will nut be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for Page 24 of 40 Request for Proposals (RFP) 67$384,7 its Own convenience, C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 2I 8.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions, 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission, 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 25 of 40 Request for Proposals (RFP) 678384,7 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for Employee Benefits Consulting Services, as specified herein, from a source(s), frilly compliant with the terms, conditions and stipulations of the solicitation. 2.2. VOLUNTARY PRE -PROPOSAL CONFERENCE Potential Proposers are encouraged to attend the (Voluntary) Pre -Proposal Conference, which will occur on Thursday, February 16, 2017 at 10:00 AM, at 444 SW 2nd Avenue, 6th Floor South Conference Room. A discussion of the requirements of the solicitation will occur at that time. The purpose of the pre -proposal conference is to allow potential Proposers an opportunity to present questions to staff and obtain clarification of the requirements of the solicitation documents. Each potential Proposer is required, prior to submitting a Proposal, to acquaint itself thoroughly with any and all conditions and/or requirements that may in any manner affect the work to be performed. No allowances will be made because of lack of knowledge of these conditions. 2.3. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORNIATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Procurement Department, Attn: Charles F. Johnson; fax: (305) 400-5373 or email: CJohnson cr miamigov.com, and a copy filed with the Office of the City Clerk, pursuant to Section 1.24. Cone of Silence. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Thursday, March 2, 2017 at 5:00 PM. All responses to questions will be sent to all prospective bidders/proposers in the form of an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.4. TERM OF CONTRACT The Proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Contract(s) shall be for three (3) years with an option to renew for two (2) additional one (1) year periods. (2) The City shall have the option to extend or terminate the Contract. Continuation of the contract beyond the initial period is a City prerogative; not a right of the Proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.5. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. Page 26 of 40 Request for Proposals (RFP) 678384,7 (2) Availability of funds 2.6. LIVING WAGE ORDINANCE The City of Miami adopted a Living Wage Ordinance for City Service Contracts with a total contract value exceeding $100,000 annually, and that have been competitively solicited and awarded on, or after January 1, 2017 by the City. "Service Contract" means a contract to provide services to the City, excluding, however, professional services as defined by the "Consultants Competitive Negotiation Act" set forth in F.S. § 287.055, and Section 18-87 of the City Code, and/or the other exclusions provided by Section 18-557 of the City Code. Section 18-557 is attached as Attachment A. Plgase see prulvisigu5 in AttachmcRt A. If a solicitation requires services, effective on January 1, 2017, contractors must pay to all its employees, who provide services, a living wage of no less than S 15.00 per hour without health benefits; or a wage of no less than S 13.19 an hour, with health benefits. This language is only a summary of the Ivey provisions of the City of Miami Living Wage Ordinance. Please review Attachment A, attached hereto, for a complete and thorough description of the City of Miami Living Wage Ordinance. 2.7. PROPOSER'S MINEVIUM QUALIFICATIONS 1. Proposers shall possess a minimum of ten (10) years of continuous experience providing health benefit consulting and similar services, for public sector groups of 3,000 employees or greater. 2. Proposer's Lead Managing Consultant, shall possess a minimum of seven (7) years of experience in progressively responsible administrative oversight of public sector benefits, and the application of State of Florida regulations. Proposer's personnel performing these services shall possess knowledge of Florida law as it pertains to employee benefits for political subdivisions of the State. Additionally, Proposer shall: 3. Not be in arrears or in default of any debt or contract involving the City, (as a party to a contract or otherwise), nor have failed to perform faithfrrlly on any previous contract with the City. 4. Have no record of pending lawsuits, bankruptcies, or criminal activities and not have any conflicts of interest as defined by applicable law with the City. 2.8. EXECUTION OF AN AGREEMENT The Successftrl Proposer(s), evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a Professional Services Agreement (Agreement) with the City. The City reserves the right to execute or not execute as applicable, an Agreement with the Successful Proposer(s), in substantially the same form as the draft Agreement included as a part of this Solicitation. Such Agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney, 2.9. NON -APPROPRIATION OF FUNDS Page 27 of 40 Request for Proposals (RFP) 678384,7 In the event no fiords or insufficient hinds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successfiil Proposer(s) or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 2.10. INSURANCE REQUIREMENTS INDEMNIFICATION Successful Proposer shall indemnify, hold/ save harmless, and defend at its own costs and expense, the City, its officials and employees from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Proposer's performance under the provisions of the Contract, including all acts or omissions to act on the part of bidder, including any person performing tinder this Contract for or on Proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The Successfiil Proposer shall furnish to City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: (1) Worker's Compensation A. Limits of Liability - Statutory - State of Florida (2) Commercial General Liability (Primary and Non -Contributory): A. Limits of Liability Bodily Injury and Property Damage Liability - Each Occurrence: $1.000,000 General Aggregate Limit: $2,000,000 Personal and Adv. Injury. Products and Completed Operations and Fire Damage: S1,000,000, B. Endorsements Required: City of Miami listed included as an additional insured. Contingent and Contractual Liability. Premises and Operations Liability. Primary Insurance Clause (3) BusinessAutomobile Liability A. Limits of Liability Bodily injury and property damage liability combined single limit. Any Auto, including hired, borrowed or owned, or non -owned autos used in connection with the work - Any One Accident $1.000,OQ0 B. Endorsements Required: City of Miami included as an Additional Insured (4) Employer's Liability A. Limits of Liability $106,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Page 28 of 40 Request for Proposals (RFP) 6783$4,7 (5) Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $2,000,000 General Aggregate Limit $2,000,000 Retro Date Included BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Proposer. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by 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. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, on in accordance to policy provisions. NOTE: CITY RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Proposer of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Proposer shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (4) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the RFP. (5) The City may, at its sole discretion, terminate this Contract for cause and seek re -procurement damages from the Bidder in conjunction with the General and Special Terms and Conditions of the RFP. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Proposer. 2.11. CONTRACT ADMINISTRATOR Upon award, Successfiil Bidder/Proposer shall report and work directly with the Director, Risk Management, or designee, who shall be designated as the Contract Administrator(s) for the City, 2.12, SUBCONTRACTOR(S) OR SUBCONSULTANT(S) Page 29 of 40 Request for Proposals (RFP) 678384,7 A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required tinder this Solicitation, A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work tinder this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successfitl Proposer, the Successful Proposer shall provide a list confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.13. WORK ASSIGNMENTS Any specific service assignments during the contract period will be on an "as -needed" basis, complying with notification requirements. The City offers no guarantee as to the number or frequency of work assignments, or the amount of payments under the terms of this Agreement. Any specific service assignment which commences prior to the termination date of the contract and which will extend beyond the termination date shall, unless terminated by mutual agreement by both parties, continue until completion at the same rates, terms and conditions set forth. 2.14. ADDITIONAL SERVICES Services not specifically identified in this Solicitation, may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.15. FAILURE TO PERFORM Should it not be possible to reach the Successfitl Proposer and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Successful Proposer in default of the contract, 2.16. TERMINATION A. FOR DEFAULT Page 30 of 40 Request for Proposals (RFP) 678384,7 If Successful Proposer defaults in its performance under this Contract and does not care the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Successfitl Proposer shall be liable for damages including the excess cost of procuring similar services: provided that if, (1) it is determined for any reason that the Successfitl Proposer was not in default or (2) the Successful Proposer's failure to perform is without his or his Subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 34 days prior written notice when it is in the best interest of the City of Miami. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.17. PRIMARY CLIENT (FIRST PRIORITY) The Successfitl Proposer agrees upon award of this Contract, that the City of Miami shall be its primary client, and shall provide services first during a schedule conflict arising between this Contract, and any other contract. Successful Proposer may have with other cities and/or counties, to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during, or approximately the same time. 2.18. UNAUTHORIZED WORK The Successfitl Proposer(s) shall not begin work until a Purchase Order, and/or a Notice to Proceed are received. 2.19. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.20. METHOD OF PAYMENT Payment will be made upon receipt and acceptance of invoices. No partial payments will be made. 2.21. COMPENSATION Each Proposer shall detail any and all fees and costs to provide the required services as detailed in Section 3, Scope of Services herein, on Form B, Price Proposal Schedule. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service, for which pricing was not previously secured, the City will ask the Successful Proposer to provide reasonable cost(s) for same. Should the City determine the pricing to be unreasonable, the City reserves the right to negotiate costs(s), to seek another vendor for the provision of said service(s). Failure to submit compensation proposal, as required, may disqualify Proposer from consideration. Page 31 of 40 Request for Proposals (RFP) 678384,7 2.22. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued; (2) Receipt of responses; (3) Opening and listing of all responses received; (4) Procurement staff will review each submission for compliance with the submission requirements of the solicitation, including verifying that each submission includes all documents required; (5) An Evaluation Committee ("Cominittee"), appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this solicitation and based upon the evaluation criteria as specified herein; (6) The Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Committee and shall be recorded; (7) The Committee reserves the right to rank the proposals and shall make its recommendation to the City Manager requesting the authorization to negotiate. No Proposer(s) shall have any rights against the City arising from such negotiations thereof, (8) The City Manager reserves the right to reject the Committee's recommendation to negotiate, and instruct the Committee to re-evaluate and make another recommendation, or reject all proposals. No Proposer(s) shall have any rights against the City arising from such termination thereof, (9) If the City Manager accepts the Committee's recommendation to negotiate, Procurement will negotiate a final contract with the Successful Proposer, and submit a recommendation to award a contract (s) to the City Manager, (10) The City Manager shall then submit his or her award recommendation and negotiated contract (s) to the City Commission for approval. Written notice shall be provided to all proposers. (11) If the City Manager accepts the award recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Procurement Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of "Award To" fields. If "various" is indicated in the Recommendation of "Award To" field, the Proposer must contact the Contracting Officer for that solicitation to obtain the suppliers names. (12) After reviewing the City Manager's recommendation, the City Commission may: L Approve the City Manager's award recommendation and negotiated contract(s); 2. Reject all proposals; 3. Reject all proposals and instruct the City Manager to reissue a solicitation or; 4. Reject all proposals and instruct the City Manager to enter into competitive negotiations with at least three (3) individuals or firms possessing the ability to perform such services and obtain information from said individuals or firms relating to experience, qualifications and the proposed cost or fee for said services, and make a recommendation to the City Commission. The decision of the City Commission shall be final. Written notice of the award shall be given to the Successful Proposer. 2.23. RECORDS Page 32 of 40 Request for Proposals (RFP) 678384,7 During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.24. TRUTH IN ]NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successfiul Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. 2.25. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terns and conditions shall have no force or effect and are inapplicable to this Solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this Solicitation are the only conditions applicable to this Solicitation and that the Proposer's authorized signature affixed to the Proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this Solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. Page 33 of 40 Request for Proposals (RFP) 678384,7 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK Background The City of Miami, ("City"), is contracting for the provision of a broad range of benefits consulting services in support of the City's Employee Benefits Program. The City's Employee Benefits program, administered by the Group Benefits Division of the City's Risk Management Department, provides a wide array of benefits to eligible employees, retirees, Consolidated Omnibus Budget Reconciliation ("COBRA") participants, and eligible dependents. Benefit plans include group medical, dental, vision, term life, supplemental life, disability, pension benefits, Internal Revenue Service ("IRS") Section 125 flexible spending accounts, and Sections 457(b) and 401(a) tax-deferred retirement plans. A. General Requirements and Services to be Provided The Successful Proposer's responsibilities shall include, but are not limited to: 1. Self -Funded Plan Performance Monitoring and Auditing The Successful Proposer Shall: a) Monitor the performance of, and compliance with, all established contractual requirements of the self-funded medical plan. b) Secure statistical reports, etc., directly from the third -party administrator's depository to evaluate and ensure compliance with contracted performance standard levels. Successful Proposer shall ascertain whether or not financial penalties for performance non-compliance have been properly recorded, and liquidated damages assessed against third -party administrator. c) Conduct semi-annual onsite claims audit of self-funded plans at administrator's facility, as deemed necessary by the City, to include review and compliance with contractually -established: i Performance Standards ii Payment Accuracy of Claims iii Coding Accuracy of Claims iv Claims turnaround time v Plan provisions accuracy Any errors identified by Successful Proposer, must be properly classified as financial or non-financial, and presented in a written findings report semi-annually, or upon completion of the audit, to the Contract Administrator. d) Conduct a semi-annual audit of the Pharmacy Benefits Management Program ("PBM") Agreement, for the review and compliance of all formulary rebates, to determine if the City receives guaranteed rebate amounts, in accordance with contractual obligations. e) Request directly fi•orn the City's Third -Party Administrator, the Quarterly Rebate and Annual Reconciliation Report, for the purpose of its review and subsequent briefing of the Contract Administrator on findings and conclusions. 2. Strategic Review of Benefit Plan Designs The Successful Proposer shall: a) Analyze current City plan designs and recommend changes as necessary, based upon market analysis, legislation, Page 34 of 40 Request for Proposals (RFP) 678384,7 and availability, to better meet the City's Employee Benefits Program's service objectives, and to provide opportunities for cost containment. b) Assist in the preparation of, and participate in, the meetings held between labor bargaining units and the City to discuss benefit contract issues, such as cost estimates for new or upgraded/downgraded benefit programs and methodology for rate calculations; facilitate discussions between the two parties — addressing emerging trends, critical success factors, and the potential impact to the City; be available to conduct educational workshops/presentations on key legislation affecting employee benefits for the benefit of City Risk Management employees, union officials, fiduciary administrators and other service providers. c) Provide technical support, as deemed necessary, to the City Employee Benefits Program, in identifying and incorporating best plan, and funding designs, for all Group Benefits offered to City employees. d) Provide professional consulting support, and advice on the review of recommended plan amendments, and for other benefits -related matters, as necessary, to ensure compliance with federal and state legislation. e) Advise the City on short-term and tong -term direction of benefits plan design and funding, and advise of any significant variations that would warrant redesign. f) Advise the City in establishing strategic goals with respect to employee benefits and the Employee Wellness Management Program, for the purpose of improving the overall health of the employee population, while managing cost-effectiveness. g) Attend weekly wellness meetings; assist in procuring health and wellness vendors for City of Miami Group Benefits sponsored events, such as employee Health Fairs, educational seminars and/or similar events. 3. Federal, State and Local Legal Compliance, Research Services and Related Requirements The Successfiil Proposer shall: a) Provide research, advice, and interpretation of federal, state and local benefit regulations and legislation, upon the City's request. b) Provide professional consulting support and advice on specific research, compliance -related issues, and other general matters, as deemed necessary by the City. c) Provide timely updates of proposed and effectuated changes in the legal environment that affect employee benefits (i.e., Employee Retirement Income Security Act ("ERISA"), Patient Protection Affordable Care Act ("PPACA"), COBRA, Health Insurance Portability and Accountability Act ("HIPAA") and IRS Sections 123, 457(b), 401(a), etc.), including and tax law newsletters or special advisories released, d) Review plan design documents of self-funded medical and IRS Section 125 flexible benefits plans, and Sections 457(b), and 401(a) tax-deferred retirement plans, for compliance with applicable governing laws. e) Obtain IRS private letter ratings for the City, as necessary and applicable, at the discretion of the City, in consultation with the Successful Proposer. f) Ensure compliance with all provisions/requirements of the Patient Protection and Affordable Care Act. g) Provide necessary and supporting calculations for any benefits related to IRS payments / fees, 4. Development of Request for Proposals (RFP) / Request for Qualifications (RFQ) Proposal 1 Qualifications Review and Negotiations Successf it Proposer shall: a) Provide assistance and technical expertise in reviewing competitive RFP's/RFQ's, including the establishment of appropriate performance standards, in development by the City. Page 35 of 40 Request for Proposals (RFP) 67$3$4,7 b) Assist in the formulation of technical responses to clarifications inquiries received from prospective proposers to be issued via addenda to an RFP/RFQ. c) Provide assistance in assessing qualifications and analyzing data provided in proposals received from prospective proposers, Successful Proposer may be required to participate as a technical expert/non-voting member in the Evaluation/Selection Committee meetings as deemed necessary by the City, at its sole discretion. d) Test the adequacy of proposed provider and pharmacy networks, analyze hospital, physical and pharmacy discounts, perform geographic -access match studies and conduct medical provider/prescription disruption analyses. e) Provide assistance to the City, as deemed necessary by the City, in assessing the rates and fees proposed by the Proposers — and in negotiation strategy for competitive rates, discounts and services for current and future projects. 5. Other Related Duties Successful Proposer shall: a) Provide ongoing support, review, and interpretation of plan provisions and IRS regulations for: 1) Section 125 flexible benefits plan, 2) IRS regulations for Sections 457(b) and 401(a) tax-deferred retirement plans. Successful Proposer shall provide the City with key observations from the portfolio information. b) Provide ongoing support review and interpretation of plan provisions. c) Develop employee communications, including formulation of employee surveys, and focus groups, as deemed necessary by the City. All findings and statistical analyses conducted shall be presented, in writing, to the Contract Administrator upon completion. d) Assist with retirement, investment, and annuity placement consulting, for executive level management, as deemed necessary by the City. e) Provide specialized actuarial studies for supplemental retirement benefits. f) Conduct Benefit Plan modeling, as requested by the City. g) Work collaboratively with other City consultants, and the Office of the City Attorney. h) Attend meetings with various providers under contract with the City, or with City staff not directly involved with the Employee Benefits Program, at the Contract Administrator's request. i) At the City's request, but not less than semi-annually, present to the City for consideration, a list of three (3) to five (5) critical topics that are relevant to employee benefit programs and healthfwelfare. The City will identify the topics that best align with its objectives, at the City's sole discretion. The Successful Proposer shall prepare an analysis that identifies observations and recommendations for the City to consider. j) Provide ad-hoc analysis and benefits related reporting to the City, as deemed necessary by the City. k) Provide other related consulting services, as identified by the City. B. Meetings Successful Proposer shall be available for periodic meetings where deliverables will be addressed. Page 36 of 40 Request for Proposals (RFP) 678384,7 4. Submission Requirements 4.1. SUMMISSION REQUIREMENTS Proposers shall carefully follow the format and instntction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non-responsive and may not be considered for contract award. ALL RESPONSES WILL BE SUBMITTED IN HARDCOPY FORMAT ONLY TO INCLUDE ONE ORIGINAL ALONG WITH SEVEN (7) COPIES. IN ADDITION TO AN ELECTRONIC COPY (FLASH DRIVE). NO ON-LINE SUBMITTALS WILL BE ACCEPTED. The responses to this solicitation shall be presented in the following format. Failure to do so may deem your Proposal non-responsive. A. Include the signed RFP Certification Statement. B. Include in detail, evidence that clearly demonstrates Proposer meets the minimum qualification requirements, pursuant to Section 2.7, Proposer's Minimum Qualifications 1. Cover Page The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract, Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social Security Number. 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. Alt pages of the Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary A signed and dated summary of not more than two (2) pages containing Proposer's overall Qualifications and Experience and Technical Qualifications, as contained in the submittal. Proposer shall include the name of the organization, business phone and contact person and a summary of the work to be performed. 4. Pr-oposer's EXperience 1 Oualiflcations 1 Past Performance 1) Describe the Proposer's organizational history and structure, past performance and state the number of years Proposer and/or firm has been in business providing a similar service(s). Provide number of employees and the primary markets served. 2) Provide a detailed list of five (5) comparable contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing or completed within the past ten (10) years. The description should identify for each project: i. Client Page 37 of 40 Request for Proposals (RFP) 678384,7 ii. Description of work iii. Total dollar value of the contract iv. Dates covering the term of the contract V. Client contact person and phone number vi. Statement of whether proposer is/was the prime contractor or subcontractor. If Proposer was the subcontractor, name the prime. vii. Detail Proposer's responsibilities and the results of the project Specify whether or not the scheduled completion time for each project was met; if not met, please provide an explanation. 3) Where possible, list and describe those projects performed for government clients or similar size private entities. (excluding any work performed for the City of Miami) In the event that the Proposer has not performed five (5) comparable contracts within the past five (5) years, the Proposer should provide information that demonstrates its ability to perform the required services. 4) Provide information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency or which may affect the performance of the services to be rendered herein, in which the Proposer, any of its employees is or has been involved within the last five years. 5) Provide a minimum of two (2) references on the letterhead of the client to whom services of a similar nature were provided. The City reserves the right to contact any reference as part of the qualification process. 6) Provide a copy of Proposer's current Business Tax Receipt/Occupational License 7) Describe any relevant industry/subject matter expertise, including any experience in the requested services listed herein, and any unique or proprietary project methodologies relevant to the requested services. 8) Identify if Proposer has taken any exception to the terms of this solicitation. If so, indicate what alternative(s) is being offered and the cost implications of the exception(s). 5. Kev Personnel Performing Services 1. Provide an organizational chart showing the Proposer's Lead Managing Consultant and all key personnel, including their titles, to be assigned to this project. All key personnel include all partners, managers, seniors and other professional staff that will perform work and/or services in the project resulting from this solicitation. The chart Hurst clearly identify the Proposer's employees and any subcontractors or sub -consultants. This information shall include the general fimetions to be performed by key individuals and the subcontractors or sub -consultants. 2. Describe the experience, qualifications and other vital information, including number of years of relevant experience on previous similar projects, of the Lead Managing Consultant and all key personnel, who will be assigned to this project. Page 38 of 40 Request for Proposals (RFP) 678384,7 3. Provide information or documentation to Proposer's qualifications and experience from which the City of Miami can benefit under this contract. 4. Provide resumes, if available, with job descriptions and other detailed qualification information on the Lead Managing Consultant and all key personnel who will be assigned to this project. Note: After proposal submission, but prior to the award of any contract issued as a result of this Solicitation, the Proposer has a continuing obligation to advise the City of any changes, intended or otherwise, to the Lead Managing Consultant and key personnel identified in its proposal. 6. Prollosed mach to Providing the Services I. Describe Proposer's approach to project organization and management, including the responsibilities of Proposer's Lead Managing Consultant and Proposer's key personnel, and key personnel of subcontractor or sub -consultant, that will perform worts in this project. 2. Provide Proposer's operational plan that clearly indicates how the Proposer plans to provide the services requested in this Solicitation. The Proposer's operational plan must detail how the Proposer intends to fully satisfy the service requirements outlined within Item A, General Requirements and Services to be Provided, of Section 3.1, Specifications/Scope of Work, of this RFP. 3. Describe in detail the manner in which Proposer will monitor the performance of the City's self-funded medical plan. 4. Describe the methodology that will be used in order to audit the plans compliance with all contractual / regulatory requirements. 5. Describe how Proposer has applies the proposed project approach in comparable contracts to make recommendations to improve programs, and describe the net effect of those recommendations. 6. Provide a list of any additional services, not included in this Solicitation, that the Proposer can offer to the City. If Proposer is offering any additional, describe the services in detail. Note that services will be paid at the hourly rates provided on Form A, Price Proposal Schedule. The City has a right to negotiate said price. Note: The Evaluation Committee will use the information provided in the proposal to determine the Proposer's understanding and ability to address the City's unique needs. Proposed Price: Proposer shall state its price for providing all services as stated within this Solicitation. Proposer shall submit pricing stated as a flat, fixed fee per year, which shall include all expenses necessary for the requested services. Proposer must use the Price Proposal Form. Page 39 of 40 Request for Proposals (RFP) 6783$4,7 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Each proposal will be reviewed to determine whether or not it is responsive to the submission requirements outlined in this solicitation. A responsive proposal is one which follows the requirements of the solicitation, includes all required documentation, is submitted in the format outlined in this solicitation, is of timely submission, and has appropriate signatures as applicable. Failure to comply with these requirements may result in the proposals being deemed non-responsive. Proposals will be evaluated by an Evaluation Selection Committee (Committee) which will evaluate and rank proposals on criteria listed below. The Committee will be comprised of appropriate City personnel and members of the community, as deemed necessary, with the appropriate experience and/or knowledge. The criteria are itemized with their respective weights for a maximum of one hundred (100) points per Committee member. Below are the criteria and weight: Technical Criteria and Points Proposer's relevant experience, qualifications, and past performance 35 points Relevant experience and qualifications of Lead Management Consultant and key personnel that will be assigned to the project. 10 points Proposer's approach to providing the services requested in this solicitation and ability to meet schedules. 30 points Price Criteria and Points Proposer's proposed price. 25 points Page 40 of 40 City of Miami, Florida EXHIBIT B SCOPE OF WORK BacklZround Contract No. RFP678384 The City of Miami, ("City"), has contracted with a Consultant for the provision of a broad range of benefits consulting services in support of the City's Employee Benefits Program ("Program"). The City's Employee Benefits program, administered by the Group Benefits Division of the City's Risk Management Department ("Risk"), provides a wide array of benefits to eligible employees, retirees, Consolidated Omnibus Budget Reconciliation ("COBRA") participants, and eligible dependents. Benefit plans include group medical, dental, vision, term life, supplemental life, disability, pension benefits, Internal Revenue Service ("IRS") Section 1.25 flexible spending accounts. A. General Requirements and Services to be Provided The Consultant's responsibilities shall include, but are not limited to: 1) Self -Funded Plan Performance Monitoring and Auditing The Consultant Shall: a) Monitor the performance of, and compliance with, all established contractual requirements of the self-funded medical pian. b) Secure statistical reports, etc., directly from the Third -Party Administrator ("TPA")'s depository to evaluate and ensure compliance with contracted performance standard levels. Consultant shall ascertain whether or not financial penalties for performance non-compliance have been properly recorded,, and liquidated damages assessed against TPA. c) Conduct semi-annual onsite claims audit of self-funded plans at administrator's facility, as deemed necessary by the City, to include review and compliance with contractually-establi shed: i. Performance Standards ii. Payment Accuracy of Claims iii. Coding Accuracy of Claims iv. Claims turnaround time v. Plan provisions accuracy Any errors identified by Consultant, must be properly classified as financial or non-financial, and presented in a written findings report semi-annually, or upon completion of the audit, to the Contract Administrator. d) Conduct a semi-annual audit of the Pharmacy Benefits Management Program ("PBM") Agreement, for the review and compliance of all formulary rebates, to 22 Employee Benefit Consulting services Revised 6/15/2017 City of Miami, Florida Contract No. RFP678384 determine if the City receives guaranteed rebate amounts, in accordance with contractual obligations. e) Request directly from the City's TPA, the Quarterly Rebate and Annual Reconciliation Report, for the purpose of its review and subsequent briefing of the Contract Administrator on findings and conclusions. 2) Strategic Review of Benefit Plan Designs The Consultant shall: a) Analyze current City plan designs and recommend changes as necessary, based upon market analysis, legislation, and availability, to better meet the Program's service objectives, and to provide opportunities for cost containment. b) Assist in the preparation of, and participate in, the meetings held between labor bargaining units and the City to discuss benefit contract issues, such as cost estimates for new or upgraded/downgraded benefit programs and methodology for rate calculations; facilitate discussions between the two parties — addressing emerging trends, critical success factors, and the potential impact to the City; be available to conduct educational workshops/presentations on key legislation affecting employee benefits for the benefit of Risk Employees, union officials, fiduciary administrators and other service providers. c) Provide technical support, as deemed necessary, to the Program, in identifying and incorporating best plan, and funding designs, for all group benefits offered to City employees. d) Provide professional consulting support, and advice on the review of recommended plan amendments, and for other benefits -related matters, as necessary, to ensure compliance with federal and state legislation. e) Advise the City on short-term and long-term direction of benefits plan design and funding, and advice of any significant variations that would warrant redesign. f) Advise the City in establishing strategic goals with respect to employee benefits and the Employee Wellness Management Program, for the purpose of improving the overall health of the employee population, while managing cost-effectiveness. g) Attend weekly wellness meetings; assist in procuring health and wellness vendors for City Group Benefits sponsored events, such as employee Health Fairs, educational seminars and/or similar events. 3) Federal, State and Local Legal Compliance, Research Services and Related Requirements The Consultant shall: 23 Employee Benefit Consulting, Services Revised 6r 15,2013 City of Miami, Florida Contract No. RFP678384 a) Provide research, advice, and interpretation of federal, state and local benefit regulations and legislation, upon the City's request. b) Provide professional consulting support and advice on specific research, compliance - related issues, and other general matters, as deemed necessary by the City. c) Provide timely updates of proposed and effectuated changes in the legal environment that affect employee benefits (i.e., EmpIoyee Retirement Income Security Act ("ERISA"), Patient Protection Affordable Care Act ("PPACA"), COBRA, Health Insurance Portability and Accountability Act ("HIPAA") and IRS Sections 123, etc.), including and tax law newsletters or special advisories released. d) Review plan design documents of self-funded medical and IRS Section 125 flexible benefits pians for compliance with applicable governing laws. e) Obtain IRS private letter rulings for the City, as necessary and applicable, at the discretion of the City, in consultation with the Consultant. f) Ensure compliance with all provisions/requirements of the Patient Protection and Affordable Care Act. g) Provide necessary and supporting calculations for any benefits related to IRS payments / fees. 4) Development of Request for Proposals (RFP) / Request for Qualifications (RFQ) Proposal / Qualifications Review and Negotiations Consultant shall: a) Provide assistance and teclulical expertise in reviewing competitive RFP's/R>;Q's, including the establishment of appropriate perfonnance standards, in development by the City. b) Assist in the fonnulation of technical responses to clarifications inquiries received from prospective proposers to be issued via addenda to an RFP/RFQ. c) Provide assistance in assessing qualifications and analyzing data provided in proposals received from prospective proposers. Consultant may be required to participate as a technical expert/non-voting member in the Evaluation/Selection Committee meetings as deemed necessary by the City, at its sole discretion. d) Test the adequacy of proposed provider and phannacy networks, analyze hospital, physical and pharmacy discounts, perform geographic -access match studies and conduct medical provider/prescription disruption analyses. e) Provide assistance to the City, as deemed necessary by the City, in assessing the rates and fees proposed by the proposers — and in negotiation strategy for competitive rates, discounts and services for current and future projects. 24 EMployee Benefit Consulting services Revised 6/15f2017 City of Miami, Florida 5) Other Related Duties Consultant shall: Contract No. RFP678384 a) Provide ongoing support, review, and interpretation of plan provisions and IRS regulations for Section 125 flexible benefits plan. b) Provide ongoing support review and interpretation of plan provisions. c) Develop employee communications, including formulation of employee surveys, and focus groups, as deemed necessary by the City. All findings and statistical analyses conducted shall be presented, in writing, to the Contract Administrator upon completion. d) Conduct benefit plan modeling, as requested by the City. e) Work collaboratively with other City consultants, and the Office of the City Attorney. f) Attend meetings with various providers under contract with the City, or with City staff not directly involved with the Program, at the Contract Administrator's request. g) At the City's request, but not less than semi-annually, present to the City for consideration, a list of three (3) to five (5) critical topics that are relevant to employee benefit programs and health/welfare. The City will identify the topics that best align with its objectives, at the City's sole discretion. The Consultant shall prepare an analysis that identities observations and recommendations for the City to consider. h) Provide ad-hoc analysis and benefits related reporting to the City, as deemed necessary by the City. i) Provide other related consulting services, as identified by the City. S. Meetings Consultant shall be available for periodic meetings where deliverables will be addressed. 25 Employee Benefit Consulting services Revised 6115;2017 Employee Benefit Consulting Services EXHIBIT C PRICE SCHEDULE Contract No. RFP678384 A. Employee Benefit Consulting Services The not -to -exceed price and estimated hours for providing all employee benefit consulting services as stated in the Scope of Services. The price includes all costs associated to provide these services. , Term Estimated Hours Not -To -Exceed Price 1 Initial Term (Years 1-3) 3,288 $510,000 2 First 1 -year OTR Period 1,096 $175,000 3 Second 1 -year OTR Period 1,096 $175,000 Note: The City will pay the Consultant at the hourly rate indicated below for any work involved to complete the City's request if the work significantly exceeds the hours stated. Similarly, the fee shall be reduced if there is significantly less work than anticipated. B. Not -to -Exceed Hourly Rate for Additional Work Below is the not -to -exceed hourly rate for additional work not included within the Scope of Services. Breakdown of Not to Exceed Price Staff Position/ Classification Proposed Maximum Hourly Rates Initial Term OTR 1 Years 1 - 3 Year 4 OTR 1 Year 5 USICG Lead Consultant $250 $250 $250 Notes: 1) The not -to exceed price in Section A, and the hourly rates in Section B, shall remain firm and fixed for the term of the Contract, including any renewals or extensions thereof. 2) The hourly rates above include all costs to include normal administrative fees, such as telephone, mailing, faxes, duplication charges, overnight mail, and including all out of pocket expenses, such as travel incurred in connection with the services (refer to CH.112.061 of the Florida Statutes regarding travel expenses), per diem, and miscellaneous costs and fees, and is incorporated in this price schedule, as they will not be reimbursed separately by the City. 3) Notwithstanding the rates above, compensation to the Consultant shall be based on the miscellaneous work assigned. The City reserves the right to negotiate the final pricing on a project by project basis, at the City's sole discretion. 4) The City will pay the Consultant at the hourly rate indicated within Section B, for any work involved to complete the City's request for work that is not included within the Scope of Services. City of Miami, Florida Contract No. RFP678384 EXHIBIT D INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT EMPLOYEE BENEFIT CONSULTING SERVICES I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. `Yorker's Compensation Limits of Liability Statutory -State of Florida IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 27 Employee Benet7x Consulting Services Revised 5! 15,2417 City of Miami, Florida Contract No. RFP678384 V. Professional Liability/Errors and ©missions Coverage Combined Single Limit Each Claim $2,000,000 General Aggregate Limit $2,000,000 Retro Date Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, on 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. 28 Employee Benefit Consulting Services Revised 6/1512017 City of Miami, Florida Contract No. RFP678384 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 29 Employee Benekit Consulting Services Revised fir 1512017 City of Miami, Florida Contract No. RFP678384 CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, J51- 5u,�r-r Suva] LLC ., a e - aK corporation, desires to enter into an agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has 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 the President and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith. as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 30 day of 1�41e- , 2017. U5r T�n c_e Se u',6[.0 L -LC' ("provider") A Dei.,oc-re- (State) Corporation By: (sign) Print Name;tt.ti� TI 1: E o e mac, )4t� Wvl— `"" (sign) Print Name. � �tPyA Thomas AnlhonyVnelguerra .� NOTARY PUBLIC 0 o STATE OF FLORIDA Comm# GG079823 Irch Is Expires 3/6/2021 20 Employcc Benctil Cclitsid ing Scrvico Roviscd 6 1 i 2 17