2130386 - Sample PSA.pdf

City of Miami, Florida - RFP 2130386

Employee Health Benefits Plan

SAMPLE PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF MIAMI,

FLORIDA AND

PROVIDER

This Professional Services Agreement (“Agreement”) is entered into this day of _____________-, 2025 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (“City”), and, ____________________ company, qualified to do business in the State of Florida whose principal address is _____________________________, hereinafter referred to as the

(“Provider”).

RECITALS:

WHEREAS, the City of Miami issued Request for Proposals No. 2130386, on September

30, 2025 (the “RFP” attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of a Employee Health Benefits Plan (“Services” as more fully set forth in the

Administrative Services Only Agreement between the City and Provider together with its associated schedules and exhibits, and attached hereto as Exhibit B (the "Administrative Services

Only Agreement")) for the Risk Management Department; Provider's proposal ("Proposal", attached hereto, incorporated hereby, and made part of hereof as Exhibit C); the Insurance

Requirements and Provider's Certificate(s) of Insurance (attached hereto as Exhibit D); Provider's compensation ("Schedule of Financial Charges" as specifically set forth and attached hereto as

Exhibit E); Provider's Corporate Resolution (attached hereto as Exhibit F), Provider's Stop Loss

Insurance Policy for the issuance of Stop Loss Insurance coverage ("Stop Loss Insurance Policy" attached hereto as Exhibit G),in response thereto, has been selected as the most qualified proposal for the provision of the Services.

WHEREAS, the Evaluation Committee appointed by the City Manager determined that the

Proposal submitted by the Provider was responsive to the RFP requirements, and recommended that the City Manager negotiate with the Provider; and

WHEREAS, the City wishes to engage the Services of Provider, and Provider wishes to perform the Services for the City; and

WHEREAS, the City and the Provider desire to enter into this Agreement under the terms and conditions set forth herein;

WHEREAS, the City desires that the Provider issue a Stop Loss Insurance Policy to the

City that will be subject solely to the terms and conditions set forth in such policy for the initial year and to applicable law, and that will be renegotiated with Provider annually;

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider 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 are hereby incorporated and made a part of this

Agreement as attached Exhibit “B.” Provider's RFP proposal dated, _________, 2025, is hereby incorporated into an and made part of this Agreement as Exhibit “C.” The Insurance

Requirements and Provider's Certificate of Insurance are hereby incorporated into an and made part of this Agreement as Exhibit “D.” The Provider's compensation is hereby incorporated into an and made part of this Agreement as Exhibit “E.” Provider's Corporate Resolution is hereby incorporated into an and made part of this Agreement as Exhibit “F.” Provider's Stop Loss

Insurance Policy hereby incorporated into an and made part of this Agreement as Exhibit “G.”

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”) with attached Exhibits; (2) Addenda/Addendum to the RFP, if any; (3) RFP; and (4)

Provider’s Response to the RFP, dated, _________, 2025.

2. TERM:

The initial term of this Agreement shall commence on January 1, 2026, and shall continue in effect for a term of five (5) years ending on December 31, 2031, with an option to renew for two

(2) additional three (3) 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.

3. SCOPE OF SERVICES:

A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit “B” hereto, which by this reference is incorporated into and made a part of this Agreement.

B. Provider represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida, and meet all requirements of section

468.385, et seq., Florida Statutes; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the

Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed in the manner described in Exhibit

“B”; and (v) each person executing this Agreement on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Agreement.

C. Provider shall always provide fully qualified, properly licensed if so required by applicable law, competent, and physically capable employees to perform the Services under this

Agreement. Provider shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Provider 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 Provider shall be based on the rates and schedules described in Exhibit “E” hereto, which by this reference is incorporated into and made a part of this Agreement.

B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Provider’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 payments shall be made at any time.

C. Provider agrees and understands that (i) any and all subcontractors providing

Services related to this Agreement shall be paid through Provider and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Provider.

D. With respect to the Stop Loss Insurance Coverage, the severability of the insurance coverage from the Administrative Services Only (“ASO”) and terms and conditions is recognized by both parties. It is mutually agreed that the Provider will issue a Stop Loss Insurance

Policy to the City on mutually agreed terms and conditions for 2026 plan year which will be governed solely by applicable law and the provisions of such Stop Loss Insurance Policy and shall not be subject to the terms of this Professional Services Agreement. It is mutually agreed that the

Parties will negotiate terms and conditions for Stop Loss Insurance annually each year following

2025 and will be subject to underwriting approval. Furthermore, given the severability of the Stop

Loss Insurance Coverage which includes the payment of an annual insurance premium, a purchase order will be formally approved and issued for the payment of the Stop Loss Insurance premiums by the Director of Procurement.

5. OWNERSHIP OF DOCUMENTS:

Provider understands and agrees that any information, data, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Provider solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City.

Provider agrees not to use any such information, data, document, report 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. Provider is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Provider determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all data and documents which result upon the completion of the work and Services and prepared by Provider solely and exclusively for the City pursuant to or under the terms of this Agreement as per the terms of this Section 5.

6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:

A. Provider agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Provider 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 ten (10) years following the date of final payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are solely related to

Contractor’s performance under this Agreement. Provider agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of ten (10) years after final payment is made under this Agreement and all other pending matters are closed.

Contractor’s failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit provisions set forth 18-102 of the Code of the

City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement.

B. The City may, at reasonable times during the term hereof, inspect the Contractor’s facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. The inspection provisions set forth

18-101 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement.

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 apply to this

Agreement, as same may be amended or supplemented, from time to time.

7. AWARD OF AGREEMENT:

Provider 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. Provider 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. Provider’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. Provider shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City’s custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in

Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if the Provider does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Provider or keep and maintain public records required by the City to perform the service, if the

Provider transfers all public records to the City upon completion of the Agreement, the Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Provider keeps and maintains public records upon completion of the Agreement, the Provider shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Provider shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement.

C. Should Provider determine to dispute any public access provision required by

Florida Statutes, then Provider shall do so at its own expense and at no cost to the City. IF THE

PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO THE PROVIDER’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305)

416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT

CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI,

FL 33130. THE PROVIDER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY

OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.

9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:

Provider 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 Provider 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.

Provider further agrees to include in all of Provider’s agreements with sub-providers for any Services related to this Agreement this provision requiring sub-providers 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. E-VERIFY EMPLOYMENT VERIFICATION:

Provider shall E-Verify the employment status of all employees and subconsultants to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by Provider of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Provider knowingly employs unauthorized aliens, such violation shall be cause for termination of this Agreement. Furthermore, Provider agrees to utilize the U.S. Agency of Homeland Security’s E-Verify System, https://e-verify.uscis.gov/emp, to verify the employment eligibility of all employees during the term of this Agreement. The Provider shall also include a requirement in subconsultant agreements that the subconsultant shall also utilize the E-Verify mailto:PublicRecords@miamigov.com

System to verify the employment eligibility of all employees of the subconsultant during the term of this Agreement.

11. INDEMNIFICATION:

Provider shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Provider and persons employed or utilized by Provider in the performance of this

Contract. Provider shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted

Work, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Provider shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Provider expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided.

The indemnification provided above shall obligate the Provider to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Provider, or persons employed or utilized by Provider.

These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended.

Provider shall require all sub-Provider agreements to include a provision that each sub-

Provider will indemnify the City in substantially the same language as this Section. The Provider 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 Provider in which the City participated either through review or concurrence of the Provider's actions. In reviewing, approving or rejecting any submissions by the Provider or other acts of the Provider, the City, in no way, assumes or shares any responsibility or liability of the Provider or sub-Provider under this Contract.

Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Provider.

12. DEFAULT:

If Provider 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 Provider shall be in default. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation(s) accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re-procurement of the Services, including consequential and incidental damages.

Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City.

If the City fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from Provider, the City shall be in default, which shall be treated as a termination pursuant to Section 13.

13. RESOLUTION OF AGREEMENT DISPUTES:

Provider understands and agrees that all disputes between Provider 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 Provider 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 or disapproved, as applicable, by the City Commission, whose decision shall be final. Provider 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. The adherence to this Section is the condition precedent to the institution of any civil action by the Provider against the City.

14. 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

Provider at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider 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 Provider 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 Provider for

Services rendered by Provider 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 Provider 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.

15. INSURANCE:

A. Provider 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 Provider 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. Provider 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 Provider shall at any time upon request file duplicate copies of the Certificate of Insurance with the City.

B. If, in the judgment of the City, prevailing conditions warrant the provision by

Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the

City’s written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect.

C. Provider understands and agrees that all liabilities regarding the use of any of

Provider’s employees or any of Provider’s sub-providers for Services related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each sub-provider 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.

D. Provider 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, Provider 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 Provider in conjunction with the violation of the terms and conditions of this Agreement.

E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement.

16. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS

WITH DISABILITIES ACT:

Provider shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Provider shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Provider shall take affirmative steps to ensure nondiscrimination in employment against disabled persons.

Provider affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Provider affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from 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, Provider shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment.

17. ASSIGNMENT:

The Provider’s services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Provider, in whole or in part, and Provider 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.

18. 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 PROVIDER: TO THE CITY OF MIAMI:

Arthur Noriega V City Manager

444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910

George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910

David Ruiz Interim Director, Risk Management Department 14 NE 1st Avenue Avenue, 2nd Floor Miami, FL 33132

Annie Perez, CPPO Procurement Director

444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910

19. 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, memorandum, 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 freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to 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. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, registration, and certifications required by law for professional service Contractors performing these services.

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 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and the Contractor.

F. Title and paragraph headings are for convenient reference and are not a part of this

Agreement.

G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees’ liability as set forth in Chapter 768, Florida Statutes.

Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the

Indemnitees shall include attorney’s fees, investigative costs, pre-suit or adjusting costs, or pre-judgment interest.

H. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of this

Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience.

20. SUCCESSORS AND ASSIGNS:

This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any.

21. INDEPENDENT CONTRACTORS:

Provider 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

Provider, nor its employees, nor any subcontractor hired by Provider 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. Provider further understands that Florida Workers’ Compensation benefits available to employees of the City are not available to Provider, its employees, or any subcontractor hired by Provider to provide any Services hereunder, and Provider agrees to provide or to require sub-provider(s) to provide, as applicable, workers’ compensation insurance for any employee or agent of Provider rendering Services to the City under this Agreement.

Provider further understands and agrees that Provider’s or subcontractors’ use or entry upon City properties shall not in any way change its or their status as an independent contractor.

22. CONTINGENCY CLAUSE:

Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice.

23. 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 Provider. 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 in writing, within two (2) days of the Force

Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted.

24. CITY NOT LIABLE FOR DELAYS:

Provider hereby understands and agrees that in no event shall the City be liable for, or responsible to Provider or any sub-provider, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Provider, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Provider is an extension of time. No other recourse or remedy will be available to the Provider against the

City.

25. USE OF NAME:

Provider understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Provider 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 Provider 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.

26. NO CONFLICT OF INTEREST:

Pursuant to City of Miami Code Section 2-611, as amended (“City Code”), regarding conflicts of interest, Provider hereby certifies to the City that no individual member of Provider, no employee, and no sub-provider 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. Provider hereby represents and warrants to the City that throughout the term of this Agreement, Provider, its employees, and its sub-providers will abide by this prohibition of the City Code.

27. NO THIRD-PARTY BENEFICIARY:

No persons other than the Provider and the City (and their successors and assigns) shall have any rights as an express or implied third-party beneficiary whatsoever under this Agreement.

28. SURVIVAL:

All obligations (including but not limited to indemnity and obligations to defend, save and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination.

29. TRUTH-IN-NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:

Provider hereby certifies, represents and warrants to the City that on the date of Provider’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 Provider under this

Agreement are and will continue to be accurate, complete, and current. Provider 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.

30. ANTITRUST VIOLATOR VENDORS:

A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity.

31. ANTI-HUMAN TRAFFICKING:

The Proposer/Proposer confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use “coercion” for labor or services as defined in Section 787.06, Florida Statutes. The Proposer/Proposer shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as “Anti-Human Trafficking Affidavit”. If the Successful

Proposer/Proposer fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Successful Proposer/Proposer for any additional compensation or for any consequential or incidental damages.

32. COUNTERPARTS, ELECTRONIC SIGNATURES:

This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed

Agreement upon request.

33. ENTIRE AGREEMENT:

This instrument and its attachments constitute the sole and final agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written.

“Provider” a Florida profit corporation

ATTEST:

By: ______________________________ By: __________________________________

Name: ________________________ Name: ________________________

Title: _________________________ Title: _________________________

“CITY”

CITY OF MIAMI,

a Florida municipal corporation

ATTEST:

By: _______________________________ By: _________________________________ Todd B. Hannon Arthur Noriega V City Clerk City Manager

APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE

CORRECTNESS: REQUIREMENTS:

By: ________________________________ By: ________________________________ George K. Wysong III David Ruiz, Interim Director City Attorney Risk Management

EXHIBIT A

RFP No. 1869386

EXHIBIT B

ASO AGREEMENT / SERVICES

EXHIBIT C

PROVIDER’S PROPOSAL

EXHIBIT D

INSURANCE REQUIREMENTS

INSURANCE REQUIREMENTS-PROFESSIONAL SERVICES AGREEMENT

LEASING, PROPERTY MANAGEMENT, AND CONSTRUCTION

MANAGEMENT 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 Endorsement

II. Business Automobile 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

City of Miami listed as an additional insured

III. Worker’s Compensation

Limits of Liability

Statutory-State of Florida

Waiver of Subrogation

Employer’s Liability

$100,000 for bodily injury caused by an accident, each accident

$100,000 for bodily injury caused by disease, each employee

$100,000 for bodily injury caused by disease, policy limit

IV. Professional Liability/Errors and Omissions Coverage

Combined Single Limit

Each Claim $5,000,000

General Aggregate Limit $5,000,000

Retro Date Included

V. Umbrella Liability

A. Each Claim $2,000,000

Policy Aggregate $2,000,000

City of Miami listed as additional insured

Coverage is excess follow form over all applicable liability policies contained herein

Successful Proposer agrees to maintain professional liability / Errors & Omissions coverage, for a minimum of two (2) years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage.

BINDERS ARE UNACCEPTABLE.

The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the bidder.

All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications:

The Company must be rated no less than “A-” as to management, and no less than “Class V” as to financial strength, by 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.

Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder.

NOTE: CITY RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH

CERTIFICATE.

Compliance with the foregoing requirements shall not relieve the bidder of his liability and obligation under this section or under any other section of this Agreement.

--If insurance certificates are scheduled to expire during the contractual period, the Successful

Proposer shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration.

--In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall:

(1) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Proposal.

(2) The City may, at its sole discretion, terminate this contract for cause and seek re-procurement damages from the Successful Proposer in conjunction with the General and Special Terms and

Conditions of the Request for Proposal.

The Successful Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Successful Proposer.

The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions.

EXHIBIT E

SCHEDULE OF FINANCIAL CHARGES

EXHIBIT F

CORPORATE RESOLUTION

(This Resolution must authorize the signatory to sign)

WHEREAS, ., a 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…