Base_Agreement_.pdf

AGREEMENT

THIS AGREEMENT, (“Agreement”) is made and entered into, effective on the __ day of ______, 202_ (the “Effective Date”), by and between _____________ (“Contractor”), and the City of St. Petersburg, Florida, (“City”) (collectively, “Parties”).

WITNESSETH:

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Contractor Duties. Contractor shall provide ancillary insurance, including but not limited to basic group term life/accidental death and dismemberment; voluntary supplemental life;

spouse voluntary supplemental life; child(ren) voluntary supplemental life; and voluntary personal accidental death and dismemberment and long-term disability policies (collectively, “the Plans”) for eligible City employees, retirees, and their dependents.

Without limiting the generality of the foregoing, Contractor shall provide all labor, materials, supervision, travel, facilities, equipment, and administrative services and perform the services set forth in Appendix A (“Scope of Services”) which is attached hereto and made apart hereof, in order to provide the aforementioned ancillary insurance services.

The above referenced insurance will be provided pursuant to the group life insurance policy and group long term disability policy set forth in Appendix B (“Plan”), which is attached hereto and made apart hereof.

2. Agreement Components.

A. The agreement components are this Agreement, the appendices to this Agreement, the attached CSP BPA FORM or CSP CPA FORM, as applicable (“BPA/CPA Form”), and the following documents, which are made a part hereof by reference (“Other Documents”):

(i) [other documents like the RFP, Q&A, Quotes, and Best and Final Offer will be inserted here]

B. In the event of an inconsistency or conflict between or among the documents referenced in this Agreement, the following order of precedence shall govern: (i) this Agreement, exclusive of its appendices, (ii) the appendices to this Agreement,

(iii) the BPA/CPA Form, and (iv) the Other Documents. In the event of an inconsistency or conflict between or among the Other Documents, the order of precedence shall be the order the documents are listed above (e.g. Document 1 shall govern over Document 2, Document 2 shall govern over Document 3, etc.).

3. Term. The initial Term of this Agreement commences on the Effective Date, and terminates on _________, unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this Agreement under the same terms and conditions for two (2) one (1)-year periods at the end of the Initial Term, provided such extension is mutually agreed upon by both Parties in writing. References in this Agreement to “Term” shall include the initial Term and all renewal Terms.

4. Payment.

A. Provided Contractor faithfully performs its obligations contained in this Agreement, the City shall pay Contractor for the services rendered in accordance with the rates set forth in Appendix C of this Agreement (“Rates”); provided, however, that the City shall not be required to pay Contractor for services unless they conform to the requirements of this Agreement, and further provided that the total amount paid to Contractor pursuant to this Agreement, which shall be inclusive of any out-of-pocket expenses (including but not limited to transportation, mileage, lodging, and meals) shall not exceed [insert Maximum Annual Price] annually (“Maximum Annual Price”). Appendix C is attached to this Agreement and made a part hereof. Contractor shall invoice the City for services on a monthly basis, and the City shall pay such invoices within thirty (30) days of receipt of an invoice. The Rates and the Maximum Annual Price may be increased only in strict accordance with this Agreement.

B. Contractor warrants that the Rates are firm for the initial term of the Agreement

(e.g. the period beginning on the Effective Date and ending [end date will be inserted here – three years after the Effective Date]. Contractor shall submit all requests for Rate adjustments with justification in writing to the Procurement and Supply Management Director at least at least six (6) months in advance of a new plan year. Rate adjustments shall not be effective prior to written approval by the City.

5. Indemnification.

A. Contractor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorney’s and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

(i) The performance of this Agreement (including any amendments thereto) by

Contractor, its employees, agents, representatives or subcontractors; or

(ii) The failure of Contractor, its employees, agents, representatives or subcontractors to comply and conform with applicable Laws, as hereinafter defined; or

(iii) The failure of Contractor, its employees, agents, representatives or subcontractors to pay valid Claims within the terms and conditions of this Agreement; or

(iv) Any negligent act or omission of Contractor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of Contractor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

(v) Any reckless or intentional wrongful act or omission of Contractor, its employees, agents, representatives, or subcontractors.

(vi) Contractor’s failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (including but not limited to Florida laws regarding public records).

B. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Contractor pursuant to this Agreement or otherwise obtained by Contractor, and shall survive the expiration or earlier termination of this Agreement with respect to any Claims or liability arising in connection with any event occurring prior to such expiration or termination.

6. Insurance.

A. Contractor shall maintain the following minimum types and amounts of insurance throughout the Term at its own expense:

(i) Commercial general liability insurance in an amount of at least One Million

Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement.

(ii) Commercial automobile liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

(iii) Workers’ Compensation insurance as required by Florida law and

Employers’ Liability Insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases.

(iv) Errors & Omissions/Professional Liability insurance appropriate to Contractor’s profession with a minimum limit of $1,000,000 per occurrence. If coverage is on a “Claims Made” basis, it must include a retroactive date of coverage beginning no later than the date this agreement is executed.

B. All of Contractor’s insurance policies, except Workers’ Compensation and

Professional Liability, must name the Indemnified Parties as additional insureds.

C. All policies must provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Contractor shall provide the City with Certificates of Insurance on a standard

ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Contractor shall provide copies of current policies with all applicable endorsements.

E. All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then-current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

F. If the insurance carried by Contractor has broader coverage than required in this Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in this Agreement. If Contractor’s insurance limits are greater than the minimum limits set forth herein, then Contractor's insurance limits are deemed to be the required limits in this Agreement.

G. Contractor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

H. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

7. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required by this Agreement to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier

(signature required) to the address provided below.

CITY:

City of St. Petersburg Procurement and Supply Management Department P. O. Box 2842 St. Petersburg, FL 33731 Phone: 727-893-7027 Attention: Louis Moore

CONTRACTOR:

[Insert Contractor Address and Contact Information] Attn:

8. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

9. Due Authority. Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

10. Assignment. Contractor shall make no assignment of this Agreement without the City’s prior written consent, which consent may be withheld by the City in its sole and absolute discretion.

11. Termination.

A. This Agreement may be terminated at any time by the City for convenience upon sixty (60) days written notice to Contractor.

B. The City may terminate this Agreement upon written notice to Contractor in the event Contractor defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing Contractor with notice of default or an opportunity to cure, if the City determines that Contractor has failed to comply with any of the terms and conditions of this Agreement related to safety, indemnification or insurance coverage.

C. Contractor’s rights to terminate the Plans shall be governed by the terms of those

Plans as set forth in Appendix B.

D. The City may terminate this Agreement as provided in Florida Statute section

287.135.

E. Termination of this Agreement shall act as a termination of the Base Agreement and the Other Documents.

12. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida and shall inure to and be binding upon the Parties, their successors and assigns. Venue for any action brought by either of the Parties in state court shall be in Pinellas County, St. Petersburg Division. Venue for any action brought by either of the Parties in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. The Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

13. Amendment. This Agreement may be amended only in writing executed by the Parties.

14. Entire Agreement. This Agreement, including all appendices to this Agreement and the Other Documents, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

15. Compliance with Laws. Contractor shall comply with all applicable federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, "Laws"). Contractor hereby makes all certifications required under Florida Statute section 287.135. Contractor shall also comply with all applicable City policies and procedures.

16. Third Party Beneficiary. Notwithstanding anything to the contrary contained in this

Agreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto, provided that this provision does not affect the rights of insureds under the Plans.

17. No Liens. Contractor shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Contractor, or to anyone using City property through or under Contractor. Nothing contained in this Agreement shall be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws.

18. No Construction against Preparer of Agreement. This Agreement has been prepared by the City and reviewed by Contractor and its professional advisors. The City, Contractor and Contractor’s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or Contractor or against the City or Contractor merely because of their efforts in preparing it.

19. Use of Name. Subject to the requirements of applicable Laws, including but not limited to Florida Laws regarding public records, neither party shall use the other party’s name in conjunction with any endorsement, sponsorship, assurance, marketing, advertisement, or client list, without the written consent of the named party, provided however that nothing herein shall deemed to limit Contractor’s ability to take all necessary or convenient steps to administer the ancillary insurance services.

20. Non-appropriation. The obligations of the City as to any funding required pursuant to this Agreement are limited to an obligation in any given fiscal year (which runs from October 1 through September 30) to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that fiscal year. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligations of the City pursuant to this Agreement. In the event that sufficient legally available funds are not appropriated for this Agreement for a future fiscal year, then (i) the City will provide written notice to the Contractor as soon as reasonably practicable of such non-appropriation, and (ii) this Agreement will automatically terminate prior to the beginning of the next fiscal year (i.e., termination will be effective on September 30 of the then-current fiscal year unless this Agreement is earlier terminated as provided herein).

Termination for non-appropriation pursuant to this paragraph will not relieve the City of any obligation to pay any amount due and payable in accordance with this Agreement prior to the effective date of such termination.

21. City Consent and Action.

A. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

22. Captions. Captions are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

23. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, shall survive such expiration or earlier termination.

24. Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance required hereunder by reason of strikes, lockouts, labor troubles, failure of power, riots, insurrection, war, acts of God, or other reason of like nature not the fault of the party delayed in performing work or doing acts (“Permitted Delay”), such party shall be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing, any extension of time for a Permitted Delay shall be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten (10) days of the event causing the Permitted Delay.

25. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Contractor shall not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

26. Permits and Licenses. Contractor shall be responsible for obtaining any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractor’s performance of this Agreement. Upon request of the City, Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals.

27. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by and against the Parties, their heirs, personal representatives, successors, and assigns, including successors by way of reorganization.

28. Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts.

29. Contract Adjustments.

A. Either party may propose additions, deletions or modifications to the Plans or the Scope of Services (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for proper compliance with this Agreement.

Proposals for Contract Adjustments shall be submitted to the non-requesting party in the form agreed to by the Parties. Contract Adjustments shall be effected through amendments to this Agreement made in accordance with this Agreement.

B. There shall be no increase in the Rates or the Maximum Annual Price on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of Contractor or its employees, agents or subcontractors to properly perform their obligations and functions under this Agreement.

C. In the event Contractor proposes a Contract Adjustment and the City does not approve such Contract Adjustment, Contractor will continue to perform the original Scope of Services in accordance with the terms and conditions of this Agreement.

D. Notwithstanding anything to the contrary contained in this Agreement, there shall be no increase in the Rates or the Maximum Annual Price except pursuant to an amendment to this Agreement made in accordance with this Agreement.

30. Living Wage. The living wage requirements set forth in St. Petersburg City Code Chapter

2, Article V, Division 9, as those requirements may be amended from time to time, (collectively, the “Living Wage Requirements”) are incorporated into this Agreement as Contractor’s obligations under this Agreement. Accordingly, Contractor shall pay its employees for any hours worked pursuant to this Agreement in accordance with the Living Wage Requirements and comply with all other Living Wage Requirements. Contractor’s failure to comply with the Living Wage Requirements will result in consequences for non-compliance set forth in Chapter 2, Article V of the St. Petersburg City Code.

31. Warranties. In addition to any other warranties that may exist, Contractor warrants to the City that the services required to be performed by Contractor pursuant to this Agreement will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services.

32. Non-Exclusive Agreement. This Agreement shall impose no obligation on the City to utilize Contractor for all of the work and services of this type, which may be needed during the Term. This is not an exclusive agreement. The City specifically reserves the right to concurrently contract with other companies for similar work and services if it deems such action to be in the City’s best interest.

33. Contractor Personnel. The City reserves the right to require Contractor to replace any persons performing services pursuant to this Agreement, including but not limited to Contractor’s employees and any affiliates’ or subcontractors’ employees, whom the City judges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City.

34. Books and Public Records.

A. Definitions. For purposes of this paragraph 34, the following terms have the meaning ascribed to them below:

(i) “City Designated Records” means books and records or portions thereof that the City has designated in writing as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws.

(ii) “Contractor Designated Records” means books and records or portions thereof that Contractor has designated in writing as a trade secret as defined by Florida Public Records Laws or as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws.

(iii) “Florida Public Records Laws” means the Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes.

B. Contractor Obligations regarding Books and Records. Contractor must maintain financial records related to this Agreement in accordance with this Agreement and generally accepted accounting principles and must comply with Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes (collectively, “Florida Public Records Laws”). Without limiting the generality of the foregoing, Contractor must:

(i) keep and maintain complete and accurate books and records related to this

Agreement for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, or the retention period required pursuant to Florida Public Records Laws, whichever is longer,

(ii) subject to paragraph 34D below, make all books and records related to this

Agreement open to examination, audit and copying by the City and its professional advisors (including but not limited to independent auditors retained by the City) within a reasonable time after a request not to exceed three (3) business days,

(iii) at the City’s request, provide all electronically stored public records to the City in a format approved by the City,

(iv) ensure that the City Designated Records and Contractor Designated Records are not disclosed except as authorized by applicable Laws for the Term and following the expiration or earlier termination of this Agreement, and

(v) comply with all other applicable requirements of Florida Public Records

Laws.

C. Informational Statement. IF CONTRACTOR HAS QUESTIONS

REGARDING THE APPLICATION OF FLORIDA PUBLIC RECORDS

LAWS AS TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK’S

OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) AT (727) 893-7448,

CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL

33701.

D. Contractor Designated Records.

(i) Contractor must act in good faith when designating records as Contractor Designated Records.

(ii) At the time of disclosure of Contractor Designated Records to the City, Contractor must provide the City with a general description of the information contained in the Contractor Designated Records and a reference to the provision of Florida Public Records Laws which exempts such Contractor Designated Records from disclosure.

(iii) Except in the case of a public records request as provided in paragraph 34D(iv) below, the City may not make copies of Contractor Designated Records or disclose Contractor Designated Records to anyone other than City employees, officials and professional advisors with a need to know the information contained in the Contractor Designated Records.

(iv) If the City receives a public records request for any Contractor Designated Records, the City shall notify Contractor of such request and shall not disclose any Contractor Designated Records if the City Attorney or their designee reviews the Contractor Designated Records and determines the Contractor Designated Records appear to be exempt from disclosure pursuant to Florida Public Records Laws. If the City Attorney or their designee believes that any Contractor Designated Records appear not to be exempt from disclosure under Florida Public Records Laws, the City Attorney or their designee shall notify Contractor of such belief and allow Contractor an opportunity to seek a protective order prior to disclosure by the City. Within a reasonable time not to exceed five (5) business days after receiving such notification from the City Attorney or designee, Contractor shall either notify the City Attorney or designee that it withdraws the designation and does not object to the disclosure, or Contractor shall file the necessary documents with the appropriate court seeking a protective order. If Contractor does not seek a protective order within the required time frame or if the protective order is denied, the City Attorney or their designee will have the sole and absolute discretion to disclose the requested Contractor Designated Records as the City mailto:City.Clerk@stpete.org

Attorney or their designee deems necessary to comply with Florida Public Records Laws.

(v) By designating books and records as Contractor Designated Records, Contractor agrees to defend at its expense, indemnify, and hold harmless the City Indemnified Parties from and against any and all Claims, demands and actions (whether or not a lawsuit is commenced), including but not limited to any award to a plaintiff for damages and costs and attorneys’ fees incurred by a plaintiff, and for costs and attorneys’ fees (including those of the City of St.

Petersburg City Attorney’s Office) incurred by the City, arising out of or in connection with Contractor’s designation of books and records as Contractor Designated Records.

E. Survival. Contractor’s obligations under this paragraph 34 survive the expiration or earlier termination of this Agreement.

35. Provisions to Implement Florida Law. The following provisions are included in this

Agreement to implement requirements of Florida law concerning municipal contracts:

A. By executing, amending, or renewing this Agreement, the Contractor is deemed to make each certification required under Florida Statutes section 287.135 in conjunction with the applicable execution, amendment, or renewal of this

B. The City may terminate this Agreement as authorized by Florida Statutes sections

287.135 or 448.095, as each may be amended from time-to-time.

C. If this Agreement is executed or renewed after January 1, 2027, the Contractor represents that it complied with the then-applicable certification requirement of Florida Statutes section 287.139. Additionally, if the Contractor receives any City funds under this Agreement, the Contractor shall not use those funds for any activity prohibited by Florida Statutes section 287.139, as it may be amended from time-to-time.

36. Termination Due to Change in Law. If the City determines, in its sole discretion, that a change in applicable law, statute, ordinance, rule, order, judgment, decree or other requirement imposed by a government, court, or other authority with jurisdiction over the matter renders performance of an obligation under this Agreement illegal, impossible, or subject to a criminal, civil, or other form of penalty (a “Change in Law”), the City may immediately terminate the Agreement by providing notice to the other party. Such termination will be effective on the date specified in such notice, and to the extent not prohibited by the Change in Law, the City remains obligated to pay the other party for any performance under the Agreement that was rendered prior to termination.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the day and date first above written.

CONTRACTOR:

By:

(Signature)

(Please Print or Type Name)

(Title)

CITY OF ST. PETERSBURG, FLORIDA

By: ___________________________________ Print: _________________________________ Title: __________________________________

ATTEST:

(SEAL)

Chan Srinivasa, City Clerk

Approved as to Form and Content:

City Attorney (Designee) 00927284

(Acknowledgment of Contractor)

Under penalties of perjury, I declare that I am authorized by the Company to execute the foregoing

By:

Print:

Appendix A

1. Scope of Services

The Contractor will provide Insurance policies: Group Life and Disability.

2. Term

The initial term of the agreement will commence upon contract execution and will continue for a period of three (3) years. The City reserves the right to renew this agreement under the same terms and conditions for two (2) one (1) year periods at the end of the initial term, provided such renewal is mutually agreed upon by the parties in writing.

3. Preferred Qualifications Contractor shall:

A. Have a minimum of five (5) years experience in providing group life and AD&D administration as described herein within the in the state of Florida.

B. Have the ability to obtain the minimum insurance requirements set forth in the agreement.

C. Be free from legal and regulatory matters that might prevent the Contractor from fulfilling the obligations of the agreement.

D. Contractor must be a licensed insurance carrier (not agent) per Florida Department of Insurance regulations.

4. General Requirements The Contractor shall provide all labor, materials, tools, equipment, documentation, and replacement parts necessary to perform the services set forth in the scope.

A. Contractor shall provide a Plan that complies with all applicable laws and regulations. It is the responsibility of the Contractor to identify any and all differences from the Plans currently offered.

B. Contractor shall provide administrative services and documentation including, but not limited to Plan brochures, coverage verifications, reports and certificates of coverage and shall administer the Plan in compliance with City specifications and other applicable laws.

C. The City makes no enrollment guarantees. Contractor must provide rates that are guaranteed regardless of enrollment numbers or enrollment mix.

D. Contractor must be a licensed insurance carrier (not agent) per Florida Department of Insurance regulations.

E. Provide on-line account access and reporting to initiate electronic transactions.

F. Be able to accept ACH payments for self-bill invoices.

G. Provide group basic and supplemental life insurance, AD&D, and LTD Plan(s) as agreed to for all Members.

H. Provide a toll free telephone call-in number for Member inquiries which will provide access for hearing impaired Members.

I. Provide an Internet accessed, secure website for purposes of account information and management by the City and Members.

J. Provide management of the Plan inquiry process and research and resolution of Member inquiries and questions regarding the Plan.

K. Provide Plan brochures and informational materials to the City for distribution to employees at no charge to the City.

L. Provide assistance to the City with the communication of the Plan to employees, including conducting enrollment meetings as required.

M. Provide timely and accurate claims processing.

N. Provide guarantee issued coverage to all currently covered Members.

O. Provide guarantee issued coverage to all ‘new hires’ for Basic Life and Supplemental Life coverage including spouse and child(ren) during the new employee enrollment period.

P. Provide Plan documents in MS Word or PDF format within 30 days of the executed Agreement or Amendment.

Q. During the Agreement term, Contractor’s performance will be evaluated on multiple criteria including service, quality, accessibility, responsiveness, documentation, skills, creativity and innovation, customer interfaces and flexibility. Non or substandard performance may be grounds for termination of the Agreement.

5. Deliverables A. Claims Processing and Benefit Payments: Contractor shall establish guidelines for claims processing and have a system to ensure claims are processed timely and accurately. Contractor shall acknowledge receipt of claim within two (2) business days of receipt. Contractor shall advise the City after 21 business days of any claims remaining in pending status.

B. Optional Coverages: The City will also consider coverage for legally married same sex spouses for the life insurance offerings. “Married” means a marriage that was validly entered into in a state, the District of Columbia, a United States territory, or foreign country whose laws authorized the marriage of the member and his or her spouse, regardless of the domicile of the member of the spouse.

C. Plan Informational Materials: Contractor shall develop, design and deliver certificates of coverage and marketing materials describing the Plan and its options, to the City for distribution to employees as needed during the term of the Agreement at no charge. Literature distributed to employees should be in layman’s terms, and must be approved by the City and meet any regulatory filing requirements. Such materials are required for enrollment as well as ongoing retiree information. Contractor shall provide Plan informational materials to the City within fourteen (14) calendar days of request.

Contractor shall provide materials in MS Word or PDF format for placement on the

City's web site.

D. Implementation: Contractor shall participate in the initial enrollment process as requested by the City. Contractor shall provide an experienced implementation team to work with the City to effectively implement the plans on schedule.

6. Service Calls & Customer Service A. Contractor shall provide a toll-free telephone number for customer service accessible from 8:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday. The system shall provide enhancements to accommodate the hearing impaired. Customer service staff must be capable of answering claim questions. Contractor shall record and maintain information regarding complaints reported by Members and provide follow up information regarding issue resolution to the City.

B. Contractor shall ensure that its customer service and claims staff are appropriately trained in the specific technical issues of the City's account. Contractor shall train all staff assigned to the City account in customer service skills and practices. Contractor shall have a quality assurance program in operation for customer service staff that is monitored on a daily basis.

7. Addition and Deletion of Service Locations A. City reserves the right to add or delete service locations at any time during the term of the Agreement. Contractor shall visit new sites and provide a quote for service(s) within five business days of request by the City. Upon written approval from the City Project Manager, Contractor shall begin servicing new locations within 10 business days of the date of the written notice. Written notice shall be made via electronic Purchase Order from the Procurement and Supply Management Department.

B. Contractor shall provide services at all requesting City locations, including but not limited to city facilities which are managed by third party firms. Upon request by the management firm, Contractor shall provide services, billed to the third-party management firm, at the same prices extended to the city under this Agreement.

8. Account Management Contractor must provide a single point of contact, a dedicated account manager who will be readily available during normal business hours to administer the agreement. Contractor is responsible for notifying the City of any changes in account manager or contact information.

Account managers' responsibilities shall include, but are not limited to, overseeing all aspects of implementation, servicing, reporting, and issue resolution.

9. City’s Responsibilities

At a minimum, City shall provide and meet the following responsibilities:

A. City shall provide a point of contact (City Project Manager) to administer the Agreement.

B. City Project Manager shall assist with planning, strategy, and objectives prior to performance of this Scope of Services.

C. City Project Manager shall promptly respond to issues and inquiries so as not to hinder the progress, completion, or compensation for this Scope of Services.

Appendix B Plans

Appendix C Rates