Beverly Young Agreement
dOOS- 2S3Q '0
PROFESSIONAL SERVICE AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND BEVERLY YOUNG
FOR PROFESSIONAL SERVICES IN AUDITS OF
ENTITIES REQUIRED TO COLLECT AND REMIT RESORT TAXES
THIS AGREEMENT made and entered into this 1(" th day of March, 2004, by
and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a
municipal corporation, having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139, and Beverly Young (hereinafter referred to as Consultant),
an individual, whose address is 15532 SW 148 Terrace, Miami, Florida 33196.
SECTION 1
DEFINITIONS
Agreement:
This Agreement between the City and Consultant.
City Manager:
The Chief Administrative Officer of the City.
Consultant:
For the purposes of this Agreement, Consultant shall be deemed to
be an independent Consultant, and not an agent or employee of
the City.
Services:
All services, work and actions by the Consultant performed
pursuant to or undertaken under this Agreement, as described in
Section 2.
Fee:
Amount paid to the Consultant to cover the costs of the Services.
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 WORK
The scope of work to be performed by Consultant is set forth in Exhibit "A," entitled
"Scope of Servicel:!" (Services).
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SECTION 3
COMPENSATION
3.1 FIXED FEE
Consultant shall be compensated for the Services, as set forth in Section 2 and
Exhibit A, as follows: For audits of entities required to collect and remit Resort Taxes,
$900 per review completed on monthly and quarterly filers, and $700 per review
completed on annual filers.
3.2 INVOICING
Consultant shall submit an invoice, which includes the purchase order number
and a detailed description of the Services provided.
3.3 METHOD OF PAYMENT
Payments shall be made for services satisfactorily rendered within thirty (30) days
of the date of invoice, in a manner satisfactory to, and as approved and received by, the
City. Consultant shall mail all invoices to:
City of Miami Beach
Accounts Payable
1700 Convention Center Drive
3rd Floor
Miami, Florida 33139
SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its
performance 0 f t he Services, the Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, State of Florida, and
Federal Government.
4.2 PUBLIC ENTITY CRIMES
A 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, prior to commencement of the Services herein.
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4.3 DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall be for a period of one year from the date this
Agreement is executed by all parties hereto. The City may, at its sole option and
discretion, and upon written notice to Consultant, renew the Agreement for two (2)
additional one year terms, subject to the same terms and conditions set forth herein.
4.4 TIME OF COMPLETION
The Services to be rendered by the Consultant shall be commenced upon receipt
of a written Notice to Proceed from the City subsequent to the execution of the
Agreement.
4.5 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 from 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 performance 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 judgements 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 parties agree that one
percent (1 %) of the total compensation to the 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 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.
4.6 TERMINATION. SUSPENSION AND SANCTIONS
4.6.1 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
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
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violation of the particular terms of this Agreement and shall grant Consultant seven (7)
days to cure such default. If such default remains uncured after seven (7) days, the
City, upon three (3) 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.
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 attorneys' 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.
4.6.2 Termination for Convenience of City
NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE
TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH
TERMINATION, WHICH SHAll BECOME EFFECTIVE SEVEN (7) DAYS
FOllOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION
NOTICE. IN THAT EVENT, All FINISHED OR UNFINISHED DOCUMENTS AND
OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN EXHIBIT "A", SHAll
BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONSULTANT'S
SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY
AS PROVIDED IN THIS SUBSECTION, CONSULTANT SHAll BE PAID FOR ANY
SERVICES SATISFACTORilY PERFORMED, AS DETERMINED BY THE CITY AT
ITS DISCERTION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER,
THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHAll
HAVE DELIVERED ANY AND All DOCUMENTS, MATERIALS, ETC, TO CITY, AS
REQUIRED HEREIN.
4.6.3 Termination for Insolvencv
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 forthe
parties shall be the same as provided for in Section 4.6.2.
4.6.4 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, Miami-Dade County, and / or the State of Florida, as applicable, 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
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cancellation, termination or suspension of the Agreement. In the event the City
cancels or terminates the Agreement pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. 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 Commission
of the City.
4.8 OWNERSHIP OF DOCUMENTS
All documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any reuse distribution, or dissemination of same by Consultant,
other than to the City, shall first be approved in writing by the City.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section 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 the following insurance:
1. Consultant General Liability in the amount of $1 ,000,000.
2. Consultant Professional Liability in the amount of $300,000.
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These
certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
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. Compliance with the
foregoing requirements shall not relieve the Consultant of the liabilities and obligations
under this Section 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
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event that submitted certificates of insurance are inadequate to ascertain compliance
with required overage.
4.9.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
4.9.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence any
services pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section (in its entirety)
have been met and provided for.
4.10 ASSIGNMENT. TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under
this Agreement in whole or in part, without the prior written consent of the City.
4.11 SUB-CONTRACTORS
The Consultant shall be liable for the Consultant's services,
responsibilities and liabilities under this Agreement and the services, responsibilities
and liabilities of sub-contractors, and any other person or entity acting under the
direction or control of the Consultant. When the term "Consultant" is used in this
Agreement, it shall be deemed to include any sub-contractors and any other person
or entity acting under the direction or control of Consultant. All sub-contractors must
be approved in writing by the City prior to their engagement by Consultant.
4.12 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant
shall not discriminate against any employee or applicant for employment because of
race, color, religion, ancestry, sex, age, and national origin, place of birth, marital
status, physical handicap, or sexual orientation. 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.
4.13 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
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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 performance 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.
4.14 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all
information, 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 sub-contractors, without
the prior written consent of the City.
4.15 NOTICES
All 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:
Beverly Young
15532 SW 148 Terrace
Miami, FL 33196
(305) 232-3111
TO CITY:
City of Miami Beach
Attn: Procurement Division
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7490
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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.
4.16 LITIGATION JURISDICTIONNENUE
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, THE CONSULTANT
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
4.17 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 superceded hereby. The Services and the Proposal Documents
are hereby incorporated by reference into this Agreement.
4.18 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 $1,000. 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 $1,000.
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 $1,000 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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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:
By:
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City Clerk
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FOR CONSULTANT:
BEVERLY YOUNG
WITNESS:
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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EXHIBIT "A"
SCOPE OF SERVICES:
Resort Taxes:
Audits are to be performed on businesses registered with the City for collecting resort
taxes.
The scope of the work consists of examining the taxpayer's accounting records, such as
general ledgers, cash receipts journals, sales journals, and other records as may be
maintained by the taxpayer; comparison of reported taxable sales with other reports
such as Florida sales tax reports, and the preparation of schedules and analyses of work
to determine compliance with the City Code relating to the collection and payment. All
taxpayers' records which are subject to, determined to be, or administered by the Resort
Tax codes are examined. Detailed testing is performed on a sampling basis.
Consultant is to follow the City's Internal Audit programs for auditing resort tax
businesses. There are separate programs for the annual filing and the monthly filing
accounts. Revenues reported in monthly filing accounts may vary by containing
revenues from rooms, food and or alcohol. City forms and programs will be provided in
electronic format. Also included in the work to be performed are the initial contact with
business and the performance of an audit which results in the issuance of a resolution
letter stating the results of the audit.
Each audit is completed by the submission of workpapers and a resolution letter to the
Internal Auditor for final review and approval.
The Internal Audit Department will assign these audits. It is anticipated that the total
number of audits assigned to the Consultants will be about 120 to 150 audits per year.
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cancellation, termination or suspension of the Agreement. In the event the City
cancels or terminates the Agreement pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. 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 Commission
of the City.
4.8 OWNERSHIP OF DOCUMENTS
All documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any reuse distribution, or dissemination of same by Consultant,
other than to the City, shall first be approved in writing by the City.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section 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 the following insurance:
1. Consultant General Liability in the amount of $1,000,000.
2. Consultant Professional Liability in the amount of $200,000.
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These
certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
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. Compliance with the
foregoing requirements shall not relieve the Consultant of the liabilities and obligations
under this Section 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
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cancellation, termination or suspension of the Agreement. In the event the City
cancels or terminates the Agreement pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. 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 Commission
of the City.
4.8 OWNERSHIP OF DOCUMENTS
All documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any reuse distribution, or dissemination of same by Consultant,
other than to the City, shall first be approved in writing by the City.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section 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 the following insurance:
1. Consultant General Liability in the amount of $1,000,000.
2. Consultant Professional Liability in the amount of $200,000.
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance forthe above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These
certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
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. Compliance with the
foregoing requirements shall not relieve the Consultant of the liabilities and obligations
under this Section 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
5
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cancellation, termination or suspension of the Agreement. In the event the City
cancels or terminates the Agreement pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. 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 Commission
of the City.
4.8 OWNERSHIP OF DOCUMENTS
All documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any reuse distribution, or dissemination of same by Consultant,
other than to the City, shall first be approved in writing by the City.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section 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 the following insurance:
1. Consultant General Liability in the amount of $1 ,000,000.
2. Consultant Professional Liability in the amount of $200,000.
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These
certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
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. Compliance with the
foregoing requirements shall not relieve the Consultant of the liabilities and obligations
under this Section 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
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