Agreement with Foundation Risk Partners, Corp Z0 zi -31129
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
FOUNDATION RISK PARTNERS, CORP. D/B/A
FOUNDATION RISK PARTNERS PUBLIC ENTITY SERVICES
FOR
HEALTH CARE BENEFITS CONSULTANT SERVICES
PURSUANT TO RFP NO. 2021-108-WG
T Professional Services Agreement ("Agreement") is entered into this ZS- day of
PsIskic415"7 , 2021, with an effective date of September 1, 2021 ("Effective Date"),
between the CITY OF MIAMI BEACH, FLORIDA,a municipal corporation organized and existing
under the laws of the State of Florida,having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139 (the "City"), and FOUNDATION RISK PARTNERS, CORP., a
Delaware corporation, d/b/a FOUNDATION RISK PARTNERS PUBLIC ENTITY SERVICES,
whose address is 1540 Cornerstone Boulevard, Suite 230, Daytona Beach, Florida 32117
("Consultant").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The Chief Administrative Officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to administer
this Agreement on behalf of the City. The City Manager's designee shall be
the Division Director, Risk Management & Benefits, Human Resources
Department.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken.
pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Proposal Documents: Proposal Documents shall mean City of Miami Beach Request for
Proposals ("RFP"), No. 2021-108-WG for Health Care Benefits
Consultant Services, together with all amendments thereto, issued by the
City in contemplation of this Agreement (the "RFP"), and the Consultant's
proposal in response thereto (the "Proposal"), all of which are hereby
incorporated and made a part hereof; provided, however, that in the event
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of an express conflict between the Proposal Documents and this
Agreement, the following order of precedent shall prevail: this Agreement;
the RFP; and the Proposal.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in the RFP, as detailed in Exhibit "A" hereto (the "Services").
These Services include, but are not limited to assistance to the City Administration in determining
the City's employee benefit program, actuarial support and analysis of the City's self-funded
medical and dental plans, reporting, market analysis, Request for Proposals for the City's group
medical, dental and voluntary benefit plans, assist with the interpretation and compliance of all
legislation related to group health plans, and actuarial support for the group health and dental
plans including GASB 45 filings.
2.2 Additional Services.
Additional services shall`only be performed by Consultant following receipt of written authorization
by the City Manager or Designee (which authorization must be obtained prior to commencement
of any such additional work by Consultant). The written authorization shall contain a description
of the Additional services required; a lump sum to be negotiated at the time of the request for
additional services or an hourly fee (in accordance with the rates in Schedule "B" hereto), with a
"Not to Exceed" amount.
SECTION 3
TERM
The term of this Agreement("Term") shall commence on September 1, 2021, and shall have an
initial term of two (2) years with three (3) additional one (1)year renewal terms, to be exercised
at the City Manager's sole option and discretion, by providing Consultant with written notice of
same no less than thirty (30) days prior to the expiration of the initial term or each renewal term,
as applicable.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated by the
City's health insurance carrier/third-party administrator, on a fixed fee basis, in the amount of nine
dollars and thirty-six cents ($9.36) per employee per month, or one hundred seventy-seven
thousand, nine hundred fourteen and eighty-eight cents ($177,914.88) per year. In the event that
the City retains multiple health insurance carriers/third-party administrators, the $9.36 per
employee per month shall continue to apply.
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Consultant's Fee is paid directly from the Administrative Services Only Provider (ASO Provider)
currently utilized by the City; however as permitted by law, Consultant may receive both
commission and/or fees.
Consultant hereby covenants,warrants and represents to the City that it is not(nor shall it, at any
time during the terms herein, be) an affiliate of the ASO Provider. The ASO Provider that was
recommended by Consultant does not directly or indirectly have the power to exercise a
controlling influence over the management or policies or Consultant. Consultant is neither trustee,
plan administrator, fiduciary nor an employer which has employees in the health care plan, has
the ability to recommend other insurance contracts or ASO providers, and is not limited by any
agreement with the health care plan.
Consultant shall provide, on an annual basis, complete disclosure of all fees and/or commission
received pursuant to this agreement as detailed in this Agreement.
4.3 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
'referenced in the particular invoice).
For Additional Services that May be requested and approved by the City, the Consultant shall
provide a separate invoice to the City upon the completion of the work.
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
Accounts Payable: P yabies(7a miamibeachfl.gov
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants,
agreements, or stipulations material to this Agreement, the City, through its City Manager, shall
thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to
terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of
this Agreement and shall grant Consultant ten (10) days to cure such default. If such default
remains uncured after ten (10)days,the City may terminate this Agreement without further notice
to Consultant. Upon termination, the City shall pay Consultant for all Services satisfactorily
rendered through the date of termination and shall be fully discharged from any and all liabilities,
duties, and terms arising out of, or by virtue of, this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages
sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole
option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to
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be in its best interest in order to enforce the City's rights and remedies against Consultant. The
City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH
TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS
FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. ADDITIONALLY,
IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS
DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE
DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN'
NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND THE SERVICES
UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE,
TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS
TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID
FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF
TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM
ANY AND ALL LIABILITIES, DUTIES,AND TERMS ARISING OUT OF,OR BY VIRTUE
OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is placed
either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors.
In such event, the right and obligations for the parties shall be the same as provided for in
Section 5.2.
SECTION 6
INDEMNIFICATION'AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions
or other wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any
other person or entity acting under Consultant's control or supervision, in connection with, related
to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To
that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses and shall pay
all costs and attorneys' fees expended by the City in the defense of such claims and losses,
including appeals. The Consultant expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Consultant shall in no way
limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or
its officers, employees, agents and instrumentalities as herein provided.
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The parties agree that one percent(1%)of the total compensation to Consultant for performance
of the Services under this Agreement is the specific consideration from the City to the Consultant.
for the Consultant's indemnity agreement. The provisions of this Section 6.1 and of this
indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
6.3 The Consultant shall maintain the below required insurance in effect prior to awarding the
Agreement and for the duration of the Agreement. The maintenance of proper insurance
coverage is a material element of the agreement and failure to maintain or renew coverage may
be treated as a material breach of the contract, which could result in withholding of payments or
termination of the Agreement.
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A. Worker's Compensation Insurance for all employees of the Consultant as required by
Florida Statute 440, and Employer Liability Insurance for bodily injury or disease.
B. Commercial General Liability Insurance on an occurrence basis, including products and
completed operations, property damage, bodily injury and personal&advertising injury with limits
no less than$1,000,000 per occurrence, and $2,000,000 general aggregate.
C. Automobile Liability Insurance covering any automobile, if -Consultant has no owned
automobiles, then coverage for hired and non-owned automobiles, with limit no less than
$1,000,000 combined per accident for bodily injury and property damage.
D. Professional Liability in the amount of$1,000,000.
6.4 Additional Insured - City of Miami Beach must be included by endorsement as an
additional insured with respect to all liability policies (except Professional Liability and Workers'
Compensation)arising out of work or operations performed on behalf of the Consultant including
materials, parts, or equipment furnished in connection with such work or operations and
automobiles owned, leased, hired or borrowed in the form of an endorsement to the Consultant's
insurance.
6.5 Notice of Cancellation - Each insurance policy required above shall provide that
coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS
Insurance Compliance Services.
6.6 Waiver of Subrogation — Consultant agrees to obtain any endorsement that may be
necessary to affect the waiver of subrogation on the coverages required. However, this provision
applies regardless of whether the City has received a waiver of subrogation endorsement from
the insurer.
6.7 Acceptability of Insurers — Insurance must be placed with insurers with a current A.M.
Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida
Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed
and authorized to do insurance business in the State of Florida.
6.8 Verification of Coverage—Consultant shall furnish the City with original certificates and
amendatory endorsements, or copies of the applicable insurance language, effecting coverage
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required by this contract. AH certificates and endorsements are to be received and approved by
the City before work commences. However, failure to obtain the required documents prior to the
work beginning shall not waive the Consultant's obligation to provide them. The City reserves the
right to require complete, certified copies of all required insurance policies, including
endorsements, required by these specifications, at any time.
CERTIFICATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates of insurance,endorsements, exemption letters to our servicing agent,
EXIGIS, at:
Certificates-miamibeach c{�r.riskworks.com
6.9 Special Risks or Circumstances-The City of Miami Beach reserves the right to modify
these requirements, including limits, based on the nature of the risk, prior experience, insurer,
coverage, or other special circumstances.
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
SECTION 7
LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
r
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering
into this Agreement, Consultant and the City expressly waive any rights either party may have to
a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City of
this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
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excess of$10,000 for any action or claim for breach of contract arising out of the performance or
non-performance of any obligations imposed upon the City by this.Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant shall comply with all applicable laws, ordinances,
and regulations of the City, Miami-Dade County, the State of Florida, and the federal government,
as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be subject
to any application for copyright or patent by or on behalf of the Consultant or its employees or
sub-consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal business
hours(i.e. 9AM—5PM, Monday through Fridays, excluding nationally recognized holidays), and
as often as the City Manager may, in his/her reasonable discretion and judgment, deem
necessary, there shall be made available to the City Manager, and/or such representatives as
the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any
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and all other documents and/or records relating to all matters covered by this Agreement.
Consultant shall maintain any and all such records at its place of business at the address set
forth in the "Notices" section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established
the Office of the Inspector General which may,on a random basis, perform reviews,audits,
inspections and investigations on all City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by
or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present, and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses,administer oaths, require the production of witnesses,and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit, investigate,monitor, oversee, inspect and review operations,activities, performance
and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Consultant, its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City
is allocating a percentage of its overall annual contract expenditures to fund the activities
and operations of the Office of Inspector General.
(C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal)submittals, activities of the Consultant its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and records
in the Consultant's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
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documents and records.
(E) The Consultant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation)and performance
of this Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
• i. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Consultant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its officers, agents, employees,
subcontractors and suppliers. The Consultant shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Consultant in
connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Consultant or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service
under this Agreement without the prior written consent of the City Manager, which consent, if
given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor
any term or provision hereof, or right hereunder, shall be assignable unless as approved
pursuant to this section, and any attempt to make such assignment(unless approved) shall be
void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with
the City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race,
color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public services
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on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, or political affiliation.
10.6 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code,
as may be amended from time to time; both of which are incorporated by reference as if fully set
forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest, directly
or indirectly,which could conflict in any manner or degree with the performance of the Services.
Consultant further covenants that in the performance of this Agreement, Consultant shall not
employ any person having any such interest. No member of or delegate to the Congress of the
United States shall be admitted to any share or part of this Agreement or to any benefits arising
therefrom.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance
or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition
of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the 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 Consultant 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 Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant'transfers all public
records to the City upon completion of the Agreement, the Consultant shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Consultant keeps and maintains public
records upon completion of the Agreement, the Consultant shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian
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of public records, in a format that is compatible with the information technology
systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Consultant of the request,
and the Consultant must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award against
the Consultant the reasonable costs of enforcement, including reasonable
attorneys'fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least §,business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the Consultant
has not complied with the request, to the City and to the Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and with
evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.GOV
PHONE: 305-673-7411
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10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that(i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to an
intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or Consultant's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately, upon
learning of the occurrence of the event or of the commencement of any such delay, but in
any case within fifteen (15) business days thereof, provide notice: (i)of the occurrence of
event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the
anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of
what course of action such party plans to take in order to mitigate the detrimental effects
of the event. The timely delivery of the notice of the occurrence of a Force Majeure event
is a condition precedent to allowance of any relief pursuant to this section; however,
receipt of such notice shall not constitute acceptance that the event claimed to be a Force
Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a
Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement
during a period when such party is rendered unable, in whole or in part, by Force Majeure
to carry out such obligations. The suspension of any of the obligations under this
Agreement due to a Force Majeure event shall be of no greater scope and no longer
duration than is required. The party shall use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not affected or are
only partially affected by the Force Majeure event, and to correct or cure the event or
condition excusing performance and otherwise to remedy its inability to perform to the
extent its inability to perform is the direct result of the Force Majeure event with all
reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to the
Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure
occurrence, the City may, at the sole discretion of the City,Manager, suspend the City's
payment obligations under the Agreement,and may take such action without regard to the
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notice requirements herein. Additionally, in the event that an event of Force Majeure
delays a party's performance under the Agreement for a time period greater than thirty
(30) days, the City may, at the sole discretion of the City Manager, terminate the
Agreement on a given date, by giving written notice to Consultant of such termination. If
the Agreement is terminated pursuant to this section, Consultant shall be paid for any
Services satisfactorily performed up to the date of termination; following which the City
shall be discharged from any and all liabilities,duties, and terms arising out of, or by virtue
•
of, this Agreement. In no event will any condition of Force Majeure extend this Agreement
beyond its stated term.
10.9 E-VERIFY
•
(A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Consultant shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Consultant shall expressly require any
subconsultant performing work or providing services pursuant to the Agreement to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subconsultant during the contract
Term. If Consultant enters into a contract with an approved subconsultant, the
subconsultant must provide the Consultant with an affidavit stating that the subconsultant
does not employ, contract with, or subcontract with an unauthorized alien. Consultant
shall maintain a copy of such affidavit for the.duration of the Agreement or such other
extended period as may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Consultant has knowingly violated Section
448.09(1), Florida Statutes,the City shall terminate this Agreement with Consultant
for cause, and the City shall thereafter have or owe no further obligation or liability
to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant to
immediately terminate the Agreement with the subconsultant. Consultant's failure
to terminate a subconsultant shall be an event of default under this Agreement,
entitling City to terminate the Consultant's contract for cause.
(3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(4) The City or Consultant or a subconsultant may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (B)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
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SECTION 11
NOTICES
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: Foundation Risk Partners Corp. D/B/A
Foundation Risk Partners Public Entity Services
1540 Cornerstone Blvd. Suite 230
Daytona Beach, FL 32117
Attn: Kim McBee
Ph: 386-281-3765
Email: kmcbee(a?foundationrp.com
TO CITY: City of Miami Beach
Human Resources Department
1700 Convention Center Drive,
Miami Beach, FL 33139
Attn: Sonia T.Walthour
Ph: 305-673-7000 Ext. 26515
Fax: 305-673-7529
Email: soniabridgesAmiamibeachfl.gov
•
All notices mailed electronically to either party shall be deemed to be sufficiently transmitted.
•
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and of
equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected, and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such
provision or modification of this Agreement. A party's waiver of any breach of a provision of this
Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed
to be a modification of the terms of this Agreement.
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12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties,the language has been agreed to by parties to express their mutual intent and the resulting
document shall not,solely as a matter of judicial construction, be construed more severely against
one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
15
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
7 {
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By: By: CJz1G(
Rafael E. Gr ado, City Clerk Aline T. Hudak,1bity Manager
Date:
jzr/-Ls1J1
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FOR CONSULTANT: FOUNDATION RISK PARTNERS CORP.
D/B/A FOUNDATION RISK PARTNERS I
PUBLIC ENTITY SERVICES l
1
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ATTEST:
1
By: 'Lil is, A. 1 1s2, ..„,...: /
o/ .
t h.P.i` LI ,i3 . POLLte's Alan Florez, Executive Vice President
Print Name and Title Print Name and Title
ti red-of -- �s t se f vi ce?
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Date: 8/9/2021
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APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION P
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16 city ?rtorney Dote
1
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DocuSign Envelope ID:2F470D08-480D-4C1A-A442-A86E9BE99F6D
EXHIBIT A SCOPE OF SERVICES
The Consultant shall provide health care benefits consulting services, actuarial and financial reporting
services to assist the administration with the employee benefits program offered, There are presently 1584
employees/retirees within the plan network.
Consultant shall at a minimum provide the following scope of services as specified in each group:
Group 1 Health Care Benefits Consulting Services:
• Work with City's Human Resources Department and medical and dental health care
coverage providers to develop an in-depth analysis of current self-funded programs.
• Advise the City in establishing strategic goals with respect to its employee benefits
program and its employee wellness program.
• Review and evaluate existing or future City benefit related agreements, including but not
limited to administrative service agreements with insurance carriers, new case
documents and service agreements to provide recommendations to the City on terms
and conditions, accuracy and appropriateness, and cost effectiveness.
• Annual review of all current group benefit programs to provide recommendations of plan
and funding design for short-term and long-term direction.
• Assist in preparation of the City's Request for Proposal process for its self-insured
medical,dental, life and voluntary coverage benefit plans which include, but may not be
limited to, short and long-term disability coverage, critical illness coverage, accident
care, dependent life and supplemental care coverage.
• Assist in the preparation of, and participate in, meetings held between labor bargaining
units and the City to discuss benefit contract issues, including cost estimates for
modified benefit programs and methodology for rate calculations.The selected Proposer
shall be able to discuss emerging trends, critical success factors, best practices, and
the potential financial impact to the City.
• Present key legislation affecting employee benefits to City Officials,including Mayor and
Commissioners.
•- Provide professional Health & Welfare Compliance consulting support and advice on
the review of recommended plan amendments and for other benefit-related matters, as
necessary,to ensure compliance with federal and state legislation.
• Evaluate stop loss coverage and make related recommendations to ensure the City's
self-insurance benefits are protected from catastrophic losses.
• Provide guidance on Transitional Reinsurance program and calculate Transitional
Reinsurance Fee.
• Assist with all compliance issues including the Patient Protection and Affordable Care
Act, Health Insurance Portability and Accountability Act (HIPAA), Medicare Part D,
Consolidated Omnibus Budget Reconciliation Act (COBRA) and Governmental
Accounting Standards Board (GASB) and any legislation that has an impact on
employee benefits.
• Provide guidance on Medicare Part D Retiree Drug Subsidy and submit actuarial
attestation.
• Review vendor summary plan descriptions for accuracy in benefits provided and ensure
compliance with all governmental regulations.
17
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• Prepare reports informing the City Administration of benefit market conditions (Market
Analysis)that may affect the City's policies and risk exposures prior to policy renewals.
• Conduct quarterly meetings with the City's Human Resources, Finance and Budget staff
to provide claims experience, plan costs and projections of claims and revenues.
• Provide assistance in resolving complex claims issues.
• Provide other services that may be necessary in the future.
Group 2 Actuarial and Financial Reporting Services:
• Provide all actuarial services, by a professional actuary who is either a staff member or
sub-contractor of the successful proposer, as required by the City in relation to health
and benefit plans to provide information to decision-makers and reduce risks.
• Provide actuarial services to analyze all benefit programs including plan design, claims,
utilization trends, and contribution rates for the self-insured plans prior to open
enrollment, by June 1 of each year.
• Prepare full bi-annuat Governmental Accounting Standards Board (GASB) evaluation
and reporting.
• Provide the City with guidance on its Obligations for Postemployment Benefits other
than pensions(OPEB)Trust.
• r Prepare an annual report of the City's OPEB liability as of September 30 each year by
October 15 of the same year.
• Conduct the City's Healthcare Reform Forecasting Analysis.
• Conduct annual claims audit of self-funded plans at Administrator's facility, to include
review and compliance with contractually established:
• Performance standards
• Payment accuracy of claims
• Coding accuracy of claims
• Claims turnaround time
• Plan provisions accuracy
• Any errors identified by selected Proposer must be properly classified as financial or
non-financial and presented in a written report with findings, or upon completion of the
audit, to the City's Project Manager.
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EXHIBIT B FEE SCHEDULE
Group « �� Group Description ,
.Employee Per Month,
Fee to Be Paid Per Employee Per Month for Healthcare Benefits
Consulting Services $9.36
Annual total $177,914.88
33 3 3 hge . ° A 1nual Retainer
a Amount
Annual Retainer Amount for Actuarial and Financial Reporting
2 Services(to be paid on a quarterly basis) Included
19
DocuSign Envelope ID:2F470D08-480D-4C1A-A442-A86E9BE99F6D
F7777-77,77
. ,
MIAMI BEACH e f• "
21-108-01 Health Care Benefits Consultant Services
Foundation Risk Partners Corp.d/b/a Foundation Risk
Human Resources
Partners Public Entity Services
:02(.144airlo„Fii'sj„ti41,'Jgigifgati!,,W 'RON
Michael Smith tlzdeal 54,44.4 Mark Taxis /16-4-k, r76-4/4:4-
•---718F6201044F4C9 ‘.---E9AC0518F2AA41A
• X New Amendment Change Service/Task Other: Continuation of
Contract Order Order Services
On June 23,2021,the Mayor and City Commission accepted the recommendation of the City Manager,pursuant
to Resolution 2021-31729,and authorized the Administration to enter into contract negotiations with Foundation
Risk Partners Corp.d/b/a Foundation Risk Partners Public Entity Services to provide XXXX services.The Resolution
also authorizes the City Manager and City Clerk to execute an Agreement upon conclusion of successful
negotiations by the Administration.
The Administration has successfully concluded the negotiations. The Agreement has been formed approved by
the City Attorney's Office and fully executed by the firm. Pursuant to the authority established in the Resolution
authority,this item seeks the City Manager's signature to finalize the contract execution process.
4.4,4%.,0,0213154bk114-1;t11*-:,7,
Three(3)one(1)year renewal
Two(2)years Five(5)years
terms
^ d
Grant Funded: Yes X No State Federal Other:
avarkolita14-ftd*
. . ,
t: :'"- ,CitraftLvDnr,c,z4zOk'g,.
1 The fiscal impact to the City is up to$200k,based on Yes No
the number of employees enrolled in the Health
Plan.The consultant is paid through the health plan
administrator,Cigna,and billed to the City by the
administrator.
2 Yes No
3 Yes No
4 Yes No
5 Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting
explanation needed.
DocuSign Envelope ID:2F470D08-480D-4C1A-A442-A86E9BE99F6D
City Commission X Yes No •If no,explain below:
Approved:
Resolution 2021-31729 authorized the Administration to enter into negotiations with Foundation Risk Partners
Corp.d/b/a Foundation Risk Partners Public Entity Services,the top ranked proposer,and further authorized the
City Manager and City Clerk to execute an Agreement upon conclusion of successful negotiations by the
Administration.
Legal Form Approved: X Yes No If no,explain below:
See attached.
,D„ a r e. • DocuSi fed by
Procurement Alex Denis Alex L�nis
Risk =B89g9 fiV,ico...
Management Michael SmitFittzdiat 54,44‘
Fleet and \-718F6201044F4c9...
Facilities NA NA
Grants NA NA
GOB NA NA
NA
Budget NA
IT NA NA •
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