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Voluntary Benefits Program PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE COMPREHENSIVE COMPANIES FOR THE ADMINSTRATION OF A VOLUNTARY BENEFITS PROGRAM FOR THE EMPLOYEES OF THE CITY OF MIAMI BEACH THIS AGREEMENT made and entered into this / ~day o~/~-~~t~ , 2003, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 and THE COMPREHENSIVE COMPANIES (hereinafter referred to as Consultant), whose principal address is 2103 Coral Way, Suite 200, Miami, Fl. 33145. SECTION 1 DEFINITIONS Agreement: City Manager: Consultant: Services: Project: Risk Manager: This written Agreement between the City and Consultant. The Chief Administrative Officer of the City. For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement, as described in Section 2. Enrollment of City of Miami Beach employees in voluntary benefit programs. 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 WORK The scope of work to be performed by Consultant is set forth in Exhibit A, entitled Scope of Services. SECTION 3 COMPENSATION In consideration of the terms and conditions set forth herein, the City herein retains Consultant as the City's broker for the purpose of making available the additional voluntary benefits for City employees, as set forth in Exhibit A. There shall be no monetary compensation due fi:om City to Consultant throughout the term of this Agreement. SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONSULTANT 4.1.1 Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the perfomiance of comparable Services. 4.1.2 The Consultant will provide ongoing education to City employees on any and all available voluntary benefits to be offered, and the costs and provisions of said benefit(s) programs. 4.1.3 In its performance of the Services, Consultant shall comply with all applicable laws and ordinances, including but not limited to, applicable regulations of the City, County, State, Federal Government, HIPAA, ADA, EEO Regulations and Guidelines. 4.2 RESPONSIBILITY OF THE CITY The City shall provide Consultant, for the sole purpose of providing the Services contemplated in Section 2 above, with a roster of full-time City employees that includes name, department, employee identification number, annual salary, date of hire, date of birth, and job title. The City shall also make available areas for Consultant's enrollment representatives to meet with employees. 4.3 PUBLIC ENTITY CRIMES State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division. 4.4 PROJECT MANAGEMENT The Consultant shall appoint a qualified individual to serve as Project Manager for the Services under this Agreement, and who shall serve as the primary contact with the City. 4.5 DURATION AND EXTENT OF AGREEMENT The initial temi of this Agreement shall commence immediately upon execution of this Agreement by the parties hereto (the Commencement Date), and shall run for a period of two (2) years therefrom. Thereafter, the Agreement shall be automatically renewed on the anniversary of the Commencement Date, for subsequent consecutive one (1) year terms; unless otherwise terminated pursuant to Subsection 4.10 of the Agreement 4.6 TIME OF COMPLETION Consultant shall agree to a completion date(s), to be determined by the City, that is reasonably consistent with the appropriate duration of the Project(s), and with the term(s) of this Agreement, as set forth in Section 4.5 above. Consultant herein agrees that the Agreement and Consultant's Services to be provided herein, are intended to be provided for the life of the Project. 4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT All information and documents prepared bythe Consultant, and/or received by the Consultant (through the City and/or other sources) pursuant to this Agreement, are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any proposed re-use, distribution, dissemination, or transfer of any information, whether gathered on discs or otherwise, and/or received pursuant to this Agreement by Consultant, shall first be approved in writing by the City. 4.8 INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen fi:om the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant's perfomiance of the Services pursuant to this Agreement; and 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. As specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement, City shall pay the amotmt of $10.00 to consultant upon execution of this Agreement. Consultant acknowledges that further consideration for this Agreement shall be City's grant for Consultant, pursuant to the terms and conditions herein, to provide the services contemplated pursuant to this Agreement. The Consultant's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.9 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until ail insurance required under this Subsection has been obtained and such insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement and throughout the duration of the work the following insurance: 1. Professionai General Liability, in the amount of $1,000,000.00. 2. Workers Compensation & Employers Liability, as required pursuant to Florida statute. All policies are subject to the following provisions: All insurance must be fumished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. The City must be named as an additional insured. Original certificates of insurance for the above mentioned coverages, or any other form of insurance as may be required by the City, must be submitted to the City's Risk Manager for approval prior to any Services commencing. These certificates will be kept on file in the Office of the Risk Manager, 3rd Floor, City Hall. The Consultant is also responsible for obtaining and submitting all insurance certificates for its consultants. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to the City's Risk Manager by the Consultant and its insurance company. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Unless directed by the City otherwise, the Consultant shall not commence the Services until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Subsection (in its entirety) have been met and provided for. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Subsection or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. 4.10 TERMINATION, SUSPENSION AND SANCTIONS 4.10.1 Termination for Cause If the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shail thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to temdnate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after (10) days, the City, upon seven (7) days notice to Consultant, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly assembled and delivered to the City at the Consultant's sole cost and expense. 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 additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorney' s fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.10.2 Termination for Convenience of Ci~, THE CITY MAY, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE FORTY-FIVE (45) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN THE EVENT OF A TERMINATION FOR CONVENIENCE PURSUANT TO THIS SUBSECTION, CITY SHALL HAVE NO FURTHER LIABILITY TO CONSULTANT. 4.10.3 Termination for Insolvency The City also reserves the right to terminate the remaining Services to be perfomxed 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 4.10.2. 4.10.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.10.2. 4.11 AUDIT AND INSPECTIONS At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City and/or such representatives as the City may deem to act on its behalf, to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Consultant shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.12 ACCESS TO RECORDS Consultant agrees to allow access,during normal business hours,to all financial records to the City and/or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to facilitate financial audit by the City or its representatives when deemed necessary to insure compliance with applicable accounting and financial standards. Consultant shall allow access during normal business hours to all other records, forms, files and documents which have been generated in perfomiance of this Agreement, as allowable by law, to those personnel as may be designated by the City. 4.13 ASSIGNMENT~ TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.14 SUB-CONSULTANTS The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub- consultants, and any other person or entity acting under the direction or controls of the Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. All sub-consultants must be approved in writing prior to their engagement by Consultant. 4.15 EQUAL EMPLOYMENT OPPORTUNITY In connection with the perfom~ance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.16 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the perfomiance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. 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. 4.17 PATENT RIGHTS~ COPYRIGHTS~ CONFIDENTIAL FINDINGS Any patentable results arising out of this Agreement, as well as all infom~ation, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or subcontractors. 4.18 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project Manager appointed by Consultant and the Project Manager designated by the City. The Consultant's Project Manager and the City's Project Manager shall be designated promptly upon commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: The Comprehensive Companies Ronald G. Stone, President 2103 Coral Way, Suite 200 Miami, Fl. 33145 (305) 858-2260 Ext. 102 (305) 858-8124 fax E-mail: ron(&~tccinsurance, com TO CITY: City of Miami Beach, Fl. Mayra Diaz Buttacavoli, Director HR, Labor & Risk Project Manager 1700 Convention Center Drive, 3rd Floor Miami Beach, FL 33139 (305) 673-7000, Ext. 6469 (305) 673-7529 B Fax Email: tcadderl¥(~_ ~miamibeachfl. gov WITH COPIES TO: Office of the City Attorney Arm: Murray H. Dubbin City of Miami Beach, Fl. 1700 Convention Center Drive Miami Beach, FL 33139 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.19 LITIGATION JURISDICTION/VENUE This Agreement shall be governed by and construed according to 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 THE AGREEMENT, CITY AND CONSULTANT EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR RISING OUT OF, THIS AGREEMENT. 4.20 ENTIRETY OF AGREEMENT This writing and the Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.21 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 $5,000. 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 $5,000. 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 excess of $5,000 for any action or claim for breach of contract arising out of the perfonnance or non-perfomxance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph 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. 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: ATTEST: By:~~ City Clerk CITY OF MIAMI BEACH, FLORIDA /or FOR CONSULTANT: ATTEST: THE By: Pre~ I~PREHENSIVE COMPANIES a( t'''°'V' ' APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION EXHIBIT A SCOPE OF SERVICES FOR VOLUNTARY BENEFITS PROVIDED THROUGH THE COMPREHENSIVE COMPANIES Thc Comprehensive Companies (TCC) is a financial services organization specializing in the marketing of Life, Health and Disability insurance products. TCC serves as independent general agents for insurance companies who have been carefully selected. As a result of City of Miami Beach Resolution No. 2003-25238 (attached), thc City has awarded TCC as the provider of voluntary benefits for City of Miami Beach employees and they will offer, communicate, enroll and administer voluntary benefits to full-time employees of the City of Miami Beach with the premiums for these voluntary insurance benefits to be fully paid by the employee through payroll deductions. Examples of voluntary benefits that will be offered are: Universal Life Insurance; Disability Insurance; Critical Illness Insurance; Cancer Insurance; and other programs as requested by the City. The communication and enrollment functions will be provided by TCC, and shall include the presentation of, and opportunity for employees to purchase insurance products, which the City will have reviewed and approved. TCC will hold individual enrollment meetings with employees to ensure confidentiality. Once the enrollment period is over, no further enrollments are allowed until the next enrollment period. Enrollments for newly eligible employees will be conducted at least semi-annuaily, or as frequently as the City of Miami Beach might require. There is no continuous enrollment. TCC will be entitled to all commissions generated by the purchase of said insurance products, and those anticipated commissions shall provide TCC with substantially all of its compensation for the extensive costs of communicating and enrolling the program. The Administration of the program will be provided by TCC. They will coordinate with the City's accounting, payroll and data processing staffto assure minimum time in processing for the City's staff. The City will be responsible for collection of premiums on a bi-weekly basis. The premium is remitted to the insurance company the following month, via TCC. 10