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Professional Services Agreement with Infoquest Information services, LTD, LLC 2 c5 - DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND INFOQUEST INFORMATION SERVICES, LTD. LLC FOR INVESTIGATION, BACKGROUND, ADJUSTING AND SURVEILLANCE OF SELECTED TORT LIABILITY CLAIMS, WORKERS COMPENSATION CLAIMS AND OTHER EMPLOYMENT MATTERS PURSUANT TO RFQ-2022-015-WG JUL 2 7 2V? This Protassional Services Agreement ("Agreement') is entered into this ("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 INFOQUEST INFORMATION SERVICES, LTD. LLC an Ohio Limited Liability Company whose address is 2000 Henderson Road, Suite 300, Columbus Ohio, 43220("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 Marc Chevalier, Risk Manager, Human Resources Department Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an Ind epen dent contractor, and not an agent cr employee of the City. Services: All services, work and actions by the Consultant performed Cr 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 RFQ, Na 2022- 015-WG for INVESTIGATION, BACKGROUND, ADJUSTING AND SURVEILLANCE OF SELECTED TORT LIABILITY CLAIMS, WORKERS COMPENSATION CLAIMS AND OTHER EMPLOYMENT MATTERS, together with all amendments thereto, issued by the City in contemplation of this Agreement RFQ, and the Consultant's proposal in response thereto ("Proposal"), all of which are hereby incorporated and DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 Contract no.22-915-02 made a part hereof: provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order cf precedent shall prevail: this Agreement; the RFQ, 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. 26724: and fax number(305)673-7529. 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 aid services described in Exhibit '"A" hereto (the 'Services"). SECTION 3 TERM The term cif this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto (the Effective Date set forth on p 1 hereof), and shall have an initial term of three (3) years with two (2) additional one (1) renewal options, 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. SECTION 4 FEE 4.1 in consideration of the Services to be provided, as assigned by the Human Resources Departmene Consultant shall be compensated in accordance with the hourly rates and flat fees (as applicable) established per service type attached here to as Exhibit "B." 4.2 TIME OF COMPLETION The services to be performed by the Consultant shall be on an l'as-needed' basis and shall commence upon receipt of a particular written claim assignment (the "Assignment') from the City. The Assignment shall, without limitation, specify the services, the claim or portion thereof required, at; well as estimated time for completion of the same. Notwithstanding this section, work and deliverables shall be in conformity to scope and deliverables, as set forth on Exhibit 4.3 INVOICING Consultant shall invoice the Human Resource Administration for Employment related matters; Human Resource Risk Management for Tort Liability claims, and CorVel, the City's Third-Party Administrator (TPA) for Worker's Compensation claims, unless otherwise advised. upon satisfactory receipt of product and/or performance of services At a minimum, invoices shall include: a) Date(s) of the Task and/or Activity's assignment, including a copy of the Assignment 2 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 (Jclitract 11:). 22-015..02 b) City's contract number, invoice number, and itemized service description C) Date(S) of the Tisss and/or Activity's performance, including a copy of the Assignment d) Brief description of the work, task, o actaaty performer and outcome for surveillance e) Actual time spent, in increments no greater tnan a of an hour f) Biking rate per hour and complete names and titles of individuals pelorrning each activity for each line itern gi Summary at he end of the biting indicating the number of hours for each specific task at the specific applicable billing rate Ccnsultant shall obtain prior written authorization from the City if the cost of performing the assigned task(s) is expected to go over $1.500 00 per cla mant Only approved rates shall be invoiced to the City. The City will notify the Consultant,of any adjustments required to the invoice within five (5)days cs invoice receipt. Upon receipt of an acceptaole and approved invo ce inclusive of required support payment(s) shall be made within thirty (45) days for that portion (or those poraons) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shalt be submitted to the City at the following address: Hu'nen Resources Department Risk Management Division Attn. Marc Chevalier, Risk Manager 1700 Convention Center Drive, 3 Floor Miami Beach, FL. 33139 SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant shall fail tc 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 Is option to terminate for cause, me City shall notify the Consultant of its violation of the particular term(s) of this Agreement and shah i grant Consultant ten (10) days to cure such default. If such defauit remains uncured after ten (10) days, the City may terminate this Agreement without further notice to Consultant, Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement Notwithstandng the above, the Consultant shall not he relieved of liability to the City for damages sustained by the City by any breach of the Aoreerrient by the Consultant, The City, at its sole option and discretion, shall be entitled to bring any Inc all legal/equitable, actions that it deems to he in its best interest in order to c:nicrce nc City rights and remedies against 3 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 t.c'1tra t;0. 22-01 5.,l2 Consultant. The City snail be entitled to recover all costs of such actions, including reasonable attorneys' fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY TIE 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 TERMINATE[) 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 eithsr in voluntary or involuntary bankruptcy or makes en assignment for the benefit of creditors. it 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 t ,e 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 De al eged to have arisen from the negligent acts, errors, omissions Dr other wrongful conouct 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 Consu'tant'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 tie defense of such claims and losses, ineluciing appeals. The Consultant expressly understands and agrees that any insurance protect on -ecuired :y ;his Agreement or otherwise provided by the Consultant shall in no way limit the Cons altars resoonsibii t to i nCemni!y. keep and save harmless ard defend the City or its officers, employees, agents and instrumentalities as herein provided. DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 Continct no.22-015-02 The parties agree that one percent y1 /0 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 Consultants indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of tits Agreement, 6.2 fN.S.UR.ANCE REQUIREMENTS 6.3 The Consultant shall maintain the below required insurance in effect prior to awarding the agreement and for the duration of Inc agreement. The maintenance of proper insurance coverage s 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, A. Workers' Compensation insurance for all employees of the Consultant as required by Florida Statute Chapter 440 and Employer Liability insurance with a limit of no less than S1,300,000 per accident for bodily injury or disease. Should the Consultant be exempt from this Statute, the Consultant and each employee shall hold the City harmless from any injury incurred during performance of the Contract The exempt consultant shall also submit (i) a written statement detailing the number of employees anc that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional empoyees dur ng the term of this contract or(ii) a copy of a Certificate of Exemption 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 S1000.000.00 C. Automobile Liability for ail owned, non-owned and hired vehicles, for bodily injury and property damage in an amount not less than $1,000,000,00 combined single D. Professional Liability(Errors & Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $1,000,000 00 6.4 Additional Insured - City of Wiami Beach must be included by endorsement as an additional insured with respect to all liability policies (excerpt Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the Consultant including materials, parts, or equipment furni.thed In connection with such work or operations and automobiles ovvrieo, 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 s la)) not be cancelled, except with notice to the City of Miami Beach c/c EXIGIS Insurance Compliance Services 6.6 Waiver of Subrogation - Consultant agrees to obtain ny endorsement that may be necessary i,o affect the waiver of subrogation on the coverages required. However, this 5 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 Cntrac:i no. 22-015-02 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 Fonda, 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 required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents pror 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 MIAtvIl BEACH ofo EXIGIS Insurance Compiance Services P.O. Box 947 Murneta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificateserrieirrebeach@risicwcrks.com 6,9 Special Risks or Circumstances — The City of Miami Beacn 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 agr-eement. SECTION 7 LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with tire 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 Inc enforcement of same shall lie in Miami-Dade County, Florida. By entering int.) this Agreement. Consultant and the City expressly waive any rights either party may have to a trial by Jury of any civil iitication 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 C:ty's liability for any cause of action, for money damages due to an alleged breach by the City 6 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 Contract no.22-0l5-02 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 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/COMPL1ANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT. AND CONFIDENTIAL FINDINGS 9.1 our 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 APPL1CAE3LE 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 me 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. 7 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 Cont 0 22-01.5-02 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 shal 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 and at other documents and/or records relating to all matters covered by this Agreement. Consultant shall maintain any and ail 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 cont-act expenditures to fund the activities and operations of the Office of Inspector General. (C) Upon ten (10) days written notice to the Consultant, tne Consultant shall make all requested records and documents available to the Inspector General for rspection 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) submittais, 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. 8 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 no. 22-015-02 (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 fiies, worksheets, proposals and agFeements from and with successful subconsultants 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 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: •• 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 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, suoconsultants 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 intendet nor shall they be construed to impose any liability on the City by the Consultant or third parties, 10.3 ASSIGNIVIENT, TRANSFER OR SUBCONSULT1NG 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 shag file a State of Florida Form KIR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division, 9 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Consultant shall not exclude from participation in, deny trie benefits of. Dr 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 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, cir 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 nas 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 tc the Congress of the United States shall be admitted to any share or pan of this Agreement or to any benefit:3 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 orcinance or n connection with the transaction of official ousiness 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 1C, DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 C:ontracz no.22-015-02 by law, for the duration of the contract term and following completion cf the Agreement if the Consultant does not transfer the records to the City: (4 Upon completion or 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 tne Consultant transfers a 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 pubiic, records disclosure requirements, If the Consuitant 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 Oe provided to the City, upon request from the City's custodian of public records. in a format that is compatible with the information technology systems of the City. (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 snail constitute a breach of this Agreement, and the City, at its sole discretion, may: CI) 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 set 1.9.16. (E) CIVIL ACTION. (1) If a civil action is fiied against a Consultant to compel production of peblic records relating to the City's contract for services, the court shall assess and award against the Consultant Inc 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 8 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 Consultants registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or snipping paid by :he sender and with evidence of delivery, which may be in an electronic format. (3) A Consultant who complies with a poolic records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS 71 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 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 RAFAELGAANADO(0/11AMIBEA.CHFL.GOV PHONE: 305-673-7411 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 beyond the reasonable control of such party unable to perform the obligation, and eii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) ceuld 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 inserrection. riot, fires, epidemics, pandemics, terrorism, sabetage, explosio.ns, emeargo 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 tc 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 deeyed by an event believed by to be Force Majeure, such party shall rnmediately, upon learning: of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business clays 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 anticpated 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 evert is a c_:7,:rion brecedent to allowance of any relief pursuant to this section; however, receipt ci Hoe shail not conseetete acceptance that tee event clamed to be a Force Majeure e et2 e 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 iiable for its failure to carry out its obiigatons 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 she!! De 01 no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform Is oblgatiores 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. ';2 000uaign Envelope ID: 1-84*o*oloop78 Cvon���nn 2�U| 'O� (D` OL'UOmUonS pursuant to the Agreement that arose baY0n8 the occurrence of a FO[c6 � Kna/8u[e event, causing the suspension of performance, shall not be excused as a result ' of such occUfreOce unless such occurrence makes such performance not rG8SOO8b|y pz)oaih/m, The obligation to pay money in a n|ne/y 0aO9er for obligations and liabilities which matured prior to the occurrence ofa Force Kxuieure evonts6U rot be subject to the Force ��oyeure provisions. (E) No,:withstanding any other provision to the contrary herein, in the mver1 of a Force KAo/euna ncour'enue. the City may, at the no|ediscnsUon of the City &1anager, suspend the [|ity's payment Obligations underthe Agreement, and may take suo� mcb '-n without � regard to the notice requirements herein, Add(Uonal[y, in the event, that an event of Force W1 jeure delays a p3rty's performance under Uhe Agreement for time nd greater 'khan (Mi�y (30) days, the City may, at the sole discretion of (�ity �r~^er . terminate the Agreement on a given d@ie, by giving written notice to'Consultant of � �m[ inatk}n, K the Ao[een�en( in terminated pursuant ro (hi8meCUon �onsu|�-- - ~~~^ paid for any Services sa�sfaCk)n|ype�onTa*d up to the dateof ` -inah-~^` ~~~ill ~~ vvh|�h UheCdv ohaU bed�Ch8r8ed �on� anyond aV |kab]i|�m. du --.-nd~~` ~^~~i''y out o� orbyvi�uao[ this Agreement, In o0nd--- - terms arising ~ any 4ion of Force M � ure extend this Agreement beyond h3 stated term. -`~ 10.9 ENERIFY (A) Cursu|tantshaU corn p|ywNt� S8C1iVn 448.085' Florida Sh]b/nss. "Employment Eligibility" (^E'Veri[vSt8tuka^). as may be annended honn time to time. Pursuant to the V� Statute, commencing on January 1 �O21 Consultant U register with - ''v . . a nags er anU 4�e the E' Ve�fv system tu verify the vvurk 'authorization status nf . U revW' -i' '-'employees during the Term, of the Agreement, Additionally, Consuibani shall� - --|y require any ��O�U�� performing �� m providing ��u� ��a�expressthe Agreement tom� likewise utilize the U.S. D8pa���eDtOfHOm� . 8m1 ��cVrh�\� E'V8 ' syntsrn to~ � verify the employment e|/9|0ihty Of all new employees hired by the sVbconSV|tant during' Uhe cVn(ra(% T8�n, |fCOOGu|tonCenters ink] a uon�a[tvv|�h an approved subconsui|' the SubVonau|Usnt must provide the Consultant with an affidavit stating th-- the suUcon8ultant does not ernploy, contract with. or subcontract with on ur �hcr�ed aUen. Consultant shall maintain a copy of such. affidavit for the dunat-- of/-- -- the Agroemant or such, other extended period ao may be required under this Agree (8) TERMINATION RIGHTS, /1\ If the City has a good faith belief that COn$u|ton1haaknovviOg!yvO|8{edSection 448.09/1`. F/Oricia Statutes, the City shall terminate this Agreernen( with Consultant fVr oauoe, and the City shall thereafter have or ovv$ no further obligation 0r liability toConsultant, (2) If the City has a good faith belief that a subconsLItant has know,rigly violated the foregoing Subsection 10.9(A). but the Consultant otherwise complied with such subsection, the City will promptly nnhh/ the Consultant and order 'he Consultant to immediately terminate the Agreement with the subuonsuhant Consultant's failure to terminate a SubCOn8u|tanr sha|| be an even( of default under U�|S Agreement, entitling Ci\� i.o |ernnina\a the Cona0an[s contract for c.a*c,e (3� A Contnaol tornninahsd unUer 9he funagoing 5ubseod ' on �BX1\ or B)�2�' is not in breach ofcOD�ract and may no* be considered aasuch, ' ` (4) The City Or Consultant or8 sUbCODSu|tart [n8y0e an action with the Circuit or 13 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-84404D100F78 Contract no. 22-015-02 County Court to challenge a termination under the foregoing Subsection (13)(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 (8)(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. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT; Infoquest Information Services, LTD. LLC Attn: Jim Anderson 2000 Henderson Road, Suite 300 Coumbus, Ohio 43220 Ph: 614-761-3003 j 800-761-0592 Email: jandersoninfoduestinv.com TO CITY; Human Resources Department Attn: Marc Chevalier 1700 Convention Center Drive Miami Beach, FL 33139 Ph: 305-673-7000 ext. 26724 Email: rnarcchevaler@piarnibeachfi.00v WITH A COPY TO: City of Miami Beach City Manager's Office Attn: Aline T. Hudak, City Manager 1700 Convention center Drve. 4'h floor Miami Beach FL 33139 Ph: 305-673-7000 ext. 26480 Email: alinahudakmiarnibeachfi.gov All notices nailed electronically to either party shall be deemed to be sufficiently transmitted. SECTION 12 MISCELLANEOUS PROVISION§ 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 equai dignity herewith. 14 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 no, 22-0'5-02 12.2 SEVERABILiTY If any tern 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 fa: ure to enforce any provision of this Agreement :shall not be deemed a waiver of such prey sion 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. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and receved whatever competent advice and counsel as was necessary far 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, tha 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, agieernenis 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 contanec 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. Agreerner t [BALANCE OF PAC'yE INTNETIONALLY LEFT BLANK] 15 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 (1',:ltraci no. 22-015-02 IN WITNESS WHEREOF, the parties hereto have caused this Agreement :o be executeb by their 3ppropriate officals, as of tie date first entered abo\,e FOR CITY: CITY OF IMAM! BEACH. F LORIDA AlTEST By: Rafael E. 91nalo7C162ilerk T Hucak, City Manager Date: 1 I • I: IIIICORPT:RATEW FOR CONSULTANT: INFOQUEST INFORMATION SERVICES, LTD. LLC ATTEST C By: ( 47, :J74„,06-.-c /49A/ot-:;(-s'o*-Itil Print Name and Title Print Name and Title Date. Date. APPROVED APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 41'11:0"7524ie "e":: roCIty Attorney Date 16 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 n . 22.( ]5.02 EXHIBIT A SCOPE OF SERVICES AND DELIVERABLES The Consultant shall provide the fdliowing services related to the investigation, background, and surveillance of selected tort liability claims: workers compensation claims, and other employment-related matters, but rot limited to: a) Surveillance/investigation of Ciaimants for Tort Liability and Workers` Compensation; Written Report along with surveliarice DVD!Photos; repon may be sent electronically b) Activity Cheats of Claimants for Tort Liability and Workers' Compensation; Written Report along with surveillance DVD/Photos, indicating activity performed; report may be sent electronically c) Research and Background Investigations of Claimants for Tort Liability and Workers' Compensation: Written Report; Written Coniprehensive Report along with supporting documentation; report may be sent electronically d) Research and Background Investigations of selected Employment Matters e) Adsting Service (e,g Witness Statements, Witness Locate) for Tort Liability and Workers` Corr persation: Written Report along with supporting documentation: report may be sent electronically 1. Deliverables/Reportq: a) Consultant shall acknowledge receipt of an assignment via electronic mail within 24 hours of receiving the referral (send acknowledgement to TPA if Workers Compensation related matter, HR Risk Management if Tort Liability. or HR Acministration if Employment re iated). b) Consultant shall send an investigation report within 14 days of receipt of assignment. The report may be provided to the City and TPA via an online system, e-mail, or other technology deemed acceptable by the City. Consultant shall provide a hard Copy with attachments, photos, recording o- video, if requested by the City. c) Consultant performing a field invest,gatiori shall obtain a photo of the employee and, if noted, a photo of the area wrere the thj( ry occurred. The photos shall be included in the consultants' report. d) Consultant shall summarize each investigation and give recommendations for further investigation, if any. Consultant shall not give an opinion regarding compensability. [BALANCE OF PAGE INTENTIONALLY LE:1- BLANK] 17 DocuSign Envelope ID:942FBBA6-6D95-43DB-A341-844D4D100F78 • Contract no.22-015-02 EXHIBIT B CONSULTANT COMPENSATION RATES ir ? ,.., # .. , t .. , . ,.kz .,'.., 4,40.f..„.eit-4-,,,,, - .• i•7. . ' 1 -r.,..a,•14,1:i.,.,..'„„ ,..-',, . ,., 1 :Investigative Services Field Rate ' Hourly Rite $ 75.00 1 , 2 Adjustin&Services 1 Flat-Fee 3 Surveillance Survediance-Ail Da;: Hourly Rate (8 hrs) 1 $ 600.00 , . 3.2 !Surveillance -Half Day Hour'y Rate (4hrs) ' $ 300.00 , i ... 3.3 !Surveillance -Spot Check Hourty Rate (2hrs) 1 $ 150.00 I _4 intelligence 4.1 ;Geosecial Sweep Flat-Fee i $ 187.50 2 IM---cr 4. e !cal Sweep Flat-Fee i $ 175,00 1 ,.. — r--- 4.3 ifield Investigations Hourly Rate $ 95.00 , [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 18