Addendum_1_12-6-21_to_12-6-24_Medical_Broker_Contract.pdf

AGREEMENT FOR AGENT/BROKER SERVICES

FOR HEALTH-RELATED EMPLOYEE BENEFITS

THIS AGREEMENT FOR AGENT/BROKER SERVICES FOR HEALTH-

RELATED EMPLOYEE BENEFITS, made and entered into on /cd/02DECEMBER2019$$$ by and between the CITY OF SARASOTA, FLORIDA, a municipal corporation, hereinafter referred to as “CITY,” and RISK MANAGEMENT ASSOCIATES, INC. D/B/A PUBLIC RISK INSURANCE ADVISORS, a Florida corporation, hereinafter referred to as “CONTRACTOR.”

W I T N E S S E T H :

WHEREAS, CITY has publicly announced a Request for Proposal seeking experienced and qualified individuals or firms with expertise in agent/broker services regarding the evaluation and obtaining of insurance coverage and management of a self-funded medical, pharmacy and dental plan, as well as supplemental insurance, on an as-needed basis pursuant to RFP #21-39BK;

and

WHEREAS, CONTRACTOR has submitted a responsive proposal and has been determined by CITY to be the most highly qualified firm to provide CITY with said services; and

WHEREAS, CITY and CONTRACTOR have successfully negotiated the terms and conditions of this Agreement by which CONTRACTOR will provide agent/broker services regarding the evaluation and obtaining of insurance coverage and management of a self-funded medical, pharmacy and dental plan as well as supplemental insurance on an as-needed basis pursuant to RFP #21-39BK.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE

MUTUAL COVENANTS CONTAINED HEREIN, IT IS AGREED AS FOLLOWS:

1. Definitions: The following terms have the meanings herein ascribed to them:

A. City Manager means the City Manager of the City of Sarasota, Florida, or his designee.

B. Director means the Director of the Human Resources Department of the City of Sarasota, Florida, or her designee.

C. Project Scope of Services means the Scope of Services to be performed by

CONTRACTOR pursuant to this Agreement. The Project Scope of Services includes the provision of all necessary services regarding the evaluation and obtaining of insurance coverage and management of a self-funded medical, pharmacy and dental plan, as well as supplemental

DocuSign Envelope ID: ABE0ABFC-FF08-4E43-A774-3DD82D7D1876

07 December 2021 insurance. The Project Scope of Services includes comprehensive agent/broker services and actuarial study support for self-funded medical and dental, stop loss coverage, vision, legal services, life, long-term and short-term disability, Employee Assistance Program, flexible spending plans and other supplemental benefits for CITY employees. The Project Scope of

Services is described with more particularity in the Broker/Agent Services for Health-Related

Employee Benefits included within RFP #21-39BK, with a photocopy thereof being attached hereto and incorporated by reference herein as Exhibit A. Exhibit A describes the specific services to be provided by CONTRACTOR. CONTRACTOR must have properly trained personnel to accomplish a quality provision of the Project Scope of Services to the satisfaction of the Director.

CONTRACTOR covenants to provide all of the tasks and subtasks identified within Exhibit A.

CONTRACTOR must perform the Project Scope of Services in strict conformance with Exhibit

A. In the provision of the Project Scope of Services, CONTRACTOR further covenants to strictly comply with all of the terms and conditions of Request for Proposal No. 21-39BK, a copy of which is on file in the offices of the Financial Administration Purchasing Division of CITY and is deemed incorporated by reference into this Agreement. This includes, but is not limited to, the insurance and indemnification requirements set forth therein. However, Section 29.3.4.Professional

Liability of RFP #21-39BK is hereby modified such that CONTRACTOR shall provide professional liability insurance in the minimum amount of Five Hundred Thousand Dollars

($500,000.00) per occurrence. In the event of any conflict between the terms set forth in the main body of this Agreement, its Exhibits and Request for Proposal No. 21-39BK, the terms and conditions set forth in the main body of this Agreement will control, followed by the terms and conditions set forth in Exhibit A, followed by the terms and conditions set forth in Exhibit B, followed by the terms and conditions set forth in Request for Proposal No. 21-39BK.

2. Project Scope of Services: CONTRACTOR must provide the Project Scope of Services pursuant to a schedule approved, in writing, in advance, by the Director. There is no minimum amount of Project Scope of Services guaranteed by this Agreement. In the event CITY will need any Project Scope of Services, the Director will so notify CONTRACTOR. The Director will notify CONTRACTOR which specific components of the Project Scope of Services are required.

The Director will determine the quantity of Project Scope of Services to be provided by

CONTRACTOR. CONTRACTOR covenants to perform the Project Scope of Services to the satisfaction of the Director. The City Manager will be entitled at all times to be advised, in writing, at his request, as to the status of the work being done by CONTRACTOR and the details thereof.

If CONTRACTOR cannot satisfy any deadlines set forth in the project schedule, then

CONTRACTOR must notify the City Manager in writing at least seven (7) days prior to such deadline of the reason for delay.

3. Payment: CITY agrees to pay CONTRACTOR for the Project Scope of Services pursuant to the terms set forth in this Section 3. Attached hereto and incorporated by reference herein as Exhibit B is the Price Proposal submitted by CONTRACTOR in response to RFP #21-

39BK. CITY shall pay CONTRACTOR monthly a prorated amount of the Broker Fee for each year during the term of this Agreement. The fees set forth in this Section 3 include any and all reimbursable expenses and any costs of CONTRACTOR for administration, supervision, mobilization, subcontractors, subconsultants and any and all other costs related to the Project

Scope of Services. CITY shall pay CONTRACTOR the invoice amount within thirty (30) days of receipt of a full, complete invoice to the satisfaction of the City Manager. CONTRACTOR shall provide monthly invoices based upon the prorated amount of the Broker Fee identified in Exhibit

B. No amount of compensation, unless authorized by this Section 3, will be due and payable from

CITY to CONTRACTOR.

4. Term: The term of this Agreement will commence on December 7, 2021 and will expire at 11:59 p.m. on December 6, 2024. This Agreement may be renewed for up to two additional one-year renewal terms upon the mutual agreement of the parties. The City Manager is hereby authorized to administratively approve and execute one or both of these Agreement extensions so long as there is no increase in the costs or fees to be paid by CITY. This Agreement will relate back to, and will become effective as of, December 7, 2021 without regard to the date of execution by the parties.

5. Termination Without Default: The City Manager has the right at any time upon thirty

(30) days written notice to CONTRACTOR to terminate the services of CONTRACTOR hereunder for any reason whatsoever. In the event of such termination, CITY will be responsible to CONTRACTOR only for the fees and compensation earned by CONTRACTOR prior to the effective date of said termination. In no event will CITY be responsible for lost profits of

CONTRACTOR or any asserted damages which may arise out of an alleged premature termination of this Agreement. CONTRACTOR acknowledges that the thirty (30) days notice provision set forth in this Section 5 is adequate additional consideration supporting this Termination for

Convenience clause.

6. Assignment: CONTRACTOR cannot assign, sell, or transfer any interest in this

Agreement without the prior written consent of the City Manager.

7. CITY'S Responsibility: The CITY will furnish CONTRACTOR with all existing data, plans and other information available and useful in connection with the specific assignments and now on file in the CITY, all of which will be and remain the property of the CITY and will be returned to the CITY upon completion of the services to be performed by CONTRACTOR.

8. CITY'S Designated Representative: The Director will represent CITY in all technical matters pertaining to and arising from the work and performance of this Agreement and these responsibilities shall include:

A. Examination of all reports, sketches, drawings, estimates, proposals and other documents presented by CONTRACTOR and rendering, in writing, decisions pertaining thereto in a timely manner.

B. Transmission of instructions, receipt of information, interpretation and definition of CITY policies and decisions with respect to design, materials and other matters pertinent to the Project Scope of Services.

C. Giving of prompt notice to CONTRACTOR whenever the CITY observes or otherwise becomes aware of any defects or changes necessary in the Project Scope of Services.

All review meetings relating to the Project Scope of Services as required by CITY must be held at a location to be designated by the City Manager.

9. Compliance with Applicable Law: This Agreement is governed by the laws of the

State of Florida. CONTRACTOR covenants to promptly comply with all applicable federal, state, county and municipal laws, ordinances, regulations, and rules relating to the services to be performed hereunder and in effect at the time of performance. CONTRACTOR covenants that it will conduct no activity or provide any service that is unlawful or offensive.

10. Public Records: As required by Section 119.0701, Florida Statutes, CONTRACTOR hereby specifically covenants to comply with the public records laws of the State of Florida.

CONTRACTOR specifically covenants to:

(a) Keep and maintain public records required by CITY in order to perform the Project Scope of Services.

(b) Upon request from CITY, provide 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.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if CONTRACTOR does not transfer the records to CITY.

(d) Upon completion of the Agreement, transfer, at no cost, to CITY all public records in possession of CONTRACTOR or keep and maintain public records required by CITY to perform the Project Scope of Services. If CONTRACTOR transfers all public records to CITY upon completion of the Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of the Agreement, CONTRACTOR shall meet all applicable requirements for maintaining public records. All records stored electronically must be provided to CITY upon request from CITY in a format that is compatible with the information technology systems of

CITY.

(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT:

SHAYLA GRIGGS, CITY AUDITOR AND CLERK

SHAYLA.GRIGGS@SARASOTAFL.GOV

(941) 263-6385

1565 FIRST STREET

SARASOTA, FL 34236

CONTRACTOR acknowledges that, pursuant to Section 119.0701(3)(b), Florida Statutes, if

CONTRACTOR fails to comply with CITY’S request for public records, CITY shall enforce the contract provisions in accordance with the contract. CONTRACTOR acknowledges the relief available to CITY includes, but is not limited to, an action for specific performance.

11. Employment Eligibility: By entering into this Agreement, CONTRACTOR becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, entitled

“Employment eligibility.” This obligation includes, but is not limited to, utilization of the E-Verify

System to verify the work authorization status of all newly hired employees and requiring all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. Failure to comply with this Section 11 will result in termination of this Agreement. If a subcontractor knowingly violates Section 448.095, Florida

Statutes, the subcontractor must be immediately terminated by CONTRACTOR. Pursuant to

Section 448.095, Florida Statutes, any legal challenge to termination must be filed in the Circuit

Court of Sarasota County no later than twenty (20) calendar days after the date of termination. If this Agreement is terminated because CONTRACTOR violated Section 448.095, Florida Statutes, CONTRACTOR cannot be awarded a public contract for a period of one (1) year after the date of said termination.

12. Disclaimer of Joint Venture: CONTRACTOR and CITY warrant and represent by the execution of this Agreement it is not the intent of the parties that this Agreement be construed or deemed to represent a joint venture or undertaking between CITY and CONTRACTOR.

CONTRACTOR is solely responsible for the conduct of all activities and services provided by

CONTRACTOR as part of its business operations. While engaged in carrying out and complying with the terms of this Agreement, CONTRACTOR is an independent contractor and not an officer or employee of CITY. CONTRACTOR will not at any time or in any manner represent that it or any of its agents or employees are employees of CITY.

13. Right of Inspection: The City Manager has the right at all reasonable times during the term of this Agreement to inspect or otherwise evaluate the work being performed hereunder and the premises in which it is being performed.

14. Changes in Scope of Work: The City Manager may, from time to time, request changes in the Project Scope of Services of CONTRACTOR to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, will not be binding unless mutually agreed upon by and between CITY and CONTRACTOR and incorporated in written amendments to this Agreement. It is further understood that

CONTRACTOR will not perform services or incur costs related to any such changes in scope without said written amendments.

15. Remedies - Cumulative: All remedies conferred to CITY are cumulative and no one exclusive of the other, or any other remedy conferred by law.

16. Waiver: The failure of CITY to take any action with respect to any breach of any term, covenant, or condition contained herein, or any instance of default hereunder by CONTRACTOR, will not be deemed to be a waiver of any default or breach by CITY.

17. Entire Agreement: This Agreement, including Request for Proposal No. 21-39BK on file in the offices of Financial Administration Purchasing Division of CITY, constitutes the entire agreement between the parties. All amendments to this Agreement will be ineffective unless reduced to writing as a formal amendment to this Agreement and executed by CITY and

CONTRACTOR.

18. Attorney’s Fees: Should it be necessary for either party to bring any action against the other alleging a breach of this Agreement or seeking to enforce any of the covenants, provisions, or conditions of this Agreement, the non-prevailing party hereby agrees to pay all costs attendant thereto, including reasonable attorney’s fees to the attorney representing prevailing party, and said obligation applies to declaratory relief, if necessary, to interpret any of the terms hereof.

19. Public Entity Crimes: Prior to entering into this Agreement, CONTRACTOR shall file a sworn statement with the Purchasing Manager of CITY, as required by §287.133, Florida

Statutes.

20. Notices: Notices and other correspondence required by this Agreement must be sent by certified mail, return receipt requested, to the respective parties at the following addresses:

City of Sarasota Attention: City Manager 1565 First Street Sarasota, Florida 34236

Risk Management Associates, Inc.

d/b/a Public Risk Insurance Advisors 300 North Beach Street Daytona Beach, Florida 32114 Attn: Matthew Montgomery, Executive VP

IN WITNESS WHEREOF this Agreement has been signed and sealed, in duplicate, by the respective parties hereto.

DATED on /cd2/ by the City of Sarasota, Florida.

DATED on /cond/ by Risk Management Associates, Inc.

d/b/a Public Risk Insurance Advisors.

CITY OF SARASOTA, FLORIDA

By: /ms/

/mayn/ /mayt/

ATTEST:

By: /cacs/

/cacn/ /cact/

Approved as to form and correctness

By: /cas/

City Attorney

09 November 2021

07 December 2021

Erik Arroyo Mayor

Shayla Griggs

City Auditor and Clerk

RISK MANAGEMENT ASSOCIATES,

INC. D/B/A PUBLIC RISK INSURANCE

ADVISORS

By: /cs/

Matthew Montgomery Executive Vice President

Tammy's Files\Agreements\P -T\Risk Management 2021 (11/4/21)