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HomeMy WebLinkAbout26320AGREEMENT INFORMATION AGREEMENT NUMBER 26320 NAME/TYPE OF AGREEMENT USIS, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/MANAGED CARE, MEDICAL BILL REVIEW, AUDIT SERVICES & THIRD PARTY CLAIMS ADMINISTRATION ON WORKERS' COMPENSATION & LIABILITY CLAIMS/FILE ID: 19719/R-26-0435/MATTER ID: 26- 1683 EFFECTIVE DATE October 20, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/20/2026 DATE RECEIVED FROM ISSUING DEPT. 10/21/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL City of Miami DOCUMENT ROUTING FORM QRto ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Justin Griffin NAME OF OTHER CONTRACTUAL PARTY/ENTITY: USIS, Inc. EXT. 1906/1949 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT El SUPPLEMENTAL AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Bid Waiver Third Party Claims Administration and Managed Care Services. COMMISSION APPROVAL DATE: 9/24/2026 FILE ID: 19719 ENACTMENT NO.: 26-0435 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER October 6, 2026 110:17:55 Annie Perez, CPPO EDT 9°e° SIGNATURE: [i"""�'� �' ---, 045AOEB]JCAGBO SUBMITTED TO RISK MANAGEMENT October 6, 2026 110:31:20 David Ruiz EDT •—°°`°s'9Oe"4' SIGNATURE: TIXYLI nAtA046 SUBMITTED TO CITY ATTORNEY - (Matter 26-1683) Matter ID 2616 Initial N RA 3 October 7, 2026 1 George K. Wysong III 15:35:53 EDT �5ignetlby SIGNATURE: l- wy sad III APPROVAL BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER October 7, 2026 1 OFF Erica T. Paschal Darling, CPA 15:41:26 EDT �wuSignetleyi SIGNATURE: — Pie APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF OPERATIONS '-5F85IJ5oAA,H54. Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER/CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER October 8, 2026 Natasha Colebrook —Williams I 09:49:33 EDT p _dev SIGNATURE: N �k._w,1t,....a RECEIVED BY CITY MANAGER October 20, 2026 James Reyes I 16:41:32 EDT ,7s;g..d SIGNATURE: SUBMITTED TO THE CITY CLERK October 20, 2026 Todd Hannon 1 18:43:31 EDT CEaso=s SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: Bid Waiver for Third Party Claims Administration and Managed Care Services. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ El City Commission — RESOLUTION No. 26-0435 2. PROCUREMENT METHOD: Q RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: El PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ❑ OTHER (Please explain): 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. This is not an Amendment. 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES Q NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? Third -Party Claims Administration and Managed Care Services. 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Risk Management. 8. IS THE AWARDEE INCUMBENT? Yes, USIS currently provides Third -Party Claims Administration and Managed Care Services and has also assisted the City with the processing and distribution of Truth in Millage ("TRIM") checks. USIS services were originally obtained via Request for Proposals ("RFP") No. 605386 and Resolution No. 17-0224, the City entered into the Agreement with USIS, for the provision of Third -Party Claims Administration and Managed Care Services ("Services"), and said Agreement has been extended through September 24, 2026. 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? The new contract provides for a three percent (3%) increase to the rates charged by USIS, Inc. ("USIS"). The monthly charge for services will now be approximately $153,008.45, which is three percent (3%) above the current average monthly rate of $148,551.89. Accordingly, the annual charge will be approximately $1,836,101.36, which is three percent (3%) higher than current average annual rate of $1,782,622.68. 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? September 24, 2026. 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? Risk Management spends $148,551.89 per month ($1,782,622.68 annually) for Third -Party Claims Administration and Managed Care Services. 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Bid Waiver. Pursuant to Request for Proposals ("RFP") No. 605386 and Resolution No. 17-0224, the City entered into the Agreement with USIS for the provision of Third -Party Claims Administration and Managed Care Services ("Services"), and said Agreement has been extended through September 24, 2026. The Services are essential to the handling and administration of the City's liability and workers' compensation claims. To streamline costs and processing, Risk intends to assume a majority the Services currently provided by USIS. However, the time required to bring these essential Services "in-house" and to purchase necessary software items exceeds the expiration of the City's contract with USIS. This Bid Waiver provides for a three percent (3%) increase to the current rates and an extension of Services for one (1) two (2) year period, with one (1) option to renew for one (1) additional year. Furthermore, the existing terms and rates charged by USIS are reasonable in light of the market and the engagement shall cease upon the completion of a new solicitation to secure the Services. Clear Form CITY OF MIAMI Vendor Responsibility Checklist Name of Firm: USIS, Inc. Use the "Upload" button to attach PDF documentation for each section. To delete attachment(s), use the appropriate "Delete" button to the right and then use the "Clear" button for the corresponding attachment box to clear that field. CATEGORY RESPONSE City Vendor Registration Affirmation YES State of Florida Corporation (Sunbiz) YES D&B Pacer Bid/Proposal Bond Select N/A Select View All Attachments Delete Last Delete All iSupplier Number: 26534 Upload 6 SunBiz- USIS.pdf Clear E.Upload Mr Clear Upload w Clear Upload Clear Use the "Upload" button to attach PDF documentation for each section. To delete attachment(s), use the appropriate "Delete" button to the right and then use the "Clear" button for the corresponding attachment section to clear that field. PERFORMANCE/REFERENCE CHECKS 1 ATTACHMENTS System of Award Managment (SAM) YES Convicted Vendor List NO Debarred Contractors NO Suspended Contractors NO Suspended Vendors -State: NO Scrutinized Companies List: NO Google Search: YES Upload SAM - USIS.pdf Clear Upload Clear Upload Clear Upload Clear Upload Clear Upload Clear Upload Clear FL - Convicted.pdf MDC - Debarment.pdf MDC - Suspended.pdf FL - Suspended.pdf FL - Israel.pdf FL - Scrutinized.pdf USIS - Civil.pdf USIS - Criminal & Whistleblower.pdf City of Miami, Florida PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND USIS, INC. This Professional Services Agreement ("Agreement") is entered into this20th day of October , 2026 ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, USIS, INC., a Florida profit corporation, qualified to do business in the State of Florida whose principal address is 2301 Maitland Center Parkway, Suite 450, Maitland, FL 32751, hereinafter referred to as the ("Provider" or "Contractor"). RECITALS: WHEREAS, the City Commission, through Resolution No. 26-0435, adopted on September 24, 2026 (attached hereto, incorporated hereby, and made part of hereof as Exhibit "H"), has authorized the City Manager to enter into an agreement with Contractor for the Services; and WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: DEFINITIONS: The above recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The following exhibits are hereby incorporated into and made a part of this 1 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Agreement: • Exhibit A, Scope of Services • Exhibit B, Price Schedule • Exhibit C, Business Associate Agreement • Exhibit D, Insurance Requirements and Certificate of Insurance • Exhibit E, Corporate Resolution • Exhibit F, Anti -Human Trafficking Affidavit • Exhibit G, Foreign Country of Concern Attestation • Exhibit H, City Resolution The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Professional Services Agreement ("PSA"), inclusive of any amendments which may be authorized by the City and executed by the parties, if any; and (2) the exhibits in the order listed above. 2. TERM(S) AND OPTIONS TO RENEW: The Agreement shall become effective on the Effective Date and shall be for the duration of three (3) years with an option to renew for two (2) additional one (1) year periods at the City's sole discretion. The City, acting by and through its City Manager, shall have the option to extend this Agreement for up to six (6) additional months or terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibits "A," "B," and "C" hereto. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida, and meet all requirements of section 2 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida 468.385, et seq., Florida Statutes; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each and possess the licenses , registrations, and certifications required by law to perform such tasks ; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall always provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, intoxicated on the job, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor shall be based on the rates quoted in Exhibit "B" hereto, which by this reference is incorporated into and made a part of this Agreement. The Contractor shall advise the City of the recommended rates for each optional year one hundred twenty (120) days in advance of the City's open enrollment for the optional year, providing justification for any recommended rate increases above the previous year's rates. B. Payment shall be made in arrears based upon work performed to the reasonable satisfaction of the City within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act," 3 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City; and/ or (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. D. For the Additional Services and Managed Care / Bill Review / Audit Services set forth in Exhibit B, on each annual anniversary from the Effective Date, the then current fees shall be subject to an annual increase that is equal to the lesser of: a) Three percent (3%), or b) the U.S. Bureau of Labor Statistics National Consumer Price Index for Urban Consumers ("CPI-U") for the Miami -Fort Lauderdale -West Palm Beach area, for the prior twelve (12) months. All increases are subject to approval by the City, which approval shall not be unreasonably delayed or withheld. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, report, data or other digital record, or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall always remain the property of the City. Contractor agrees not to use any such information, document, report, data, or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary after the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be 4 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, and records at its principal place of business in Miami -Dade County, or its local office in Miami -Dade County or to otherwise make them available in Miami -Dade County for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida ("City Code"), which Sections apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: 5 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if the Contractor does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service, if the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for 6 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida retaining public records, all records stored electronically must be 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. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. PRIVACY AND CONFIDENTIALITY Contractor agrees to develop, adopt, and implement standards to safeguard the privacy and confidentiality of all personal information about eligible employees and members of the Program. For example, Contractor shall ensure that Contractor does not have completed forms containing personal information sitting in public view, left in unsecured boxes or files, or left unattended in any off -site location. Contractor's procedures shall include but not limited to safeguarding the identity of members as members of the Program and preventing unauthorized disclosure of personal information. Contractor agrees to report any unauthorized use or disclosure of the members' personal information to the City, within twenty-four (24) hours of any incident of which it becomes aware. Contractor agrees to comply with all federal and state laws concerning the privacy and confidentiality of members' information, and agrees to implement any regulations when they 7 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida become effective. In the absence of exigent circumstances, Contractor shall not disclose any member's personal information to another business associate for pecuniary gain unless the City specifically prior authorizes such disclosure in writing. Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of members' information by the Contractor in violation of the requirements of this Agreement or federal or state laws. Contractor agrees to (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic personal information of members that Contractor creates, receives, maintains, or transmits; (ii) report to the City any security incident of which the Contractor becomes aware, and (iii) ensure that any agent of the Contractor, including any subcontractor or subconsultant, agrees to the same restrictions and conditions that apply to the Contractor with respect to such information. Contractor agrees not to sell member information. Contractor shall not use member information unless it is aggregated blinded data, which is not identifiable on a member basis. Contractor shall not use member identified or non -aggregated information for advertising, marketing, promotion or any activity intended to influence sales or market share of any product or service. Contractor shall have full financial responsibility for any penalties, fines, or other payments imposed or required as a result of Contractor's non-compliance with, or violation of, federal or state requirements, and the Contractor shall indemnify the City with respect to any such penalties, fines, or payments. Contractor shall assure that all Contractor's staff, including subcontractor or subconsultant, is trained in all privacy requirements, as applicable. At the request of the City, Contractor shall offer credit protection for those times in which a member's personal information is accidentally or inappropriately disclosed. This Section is not to be construed to conflict with the provisions of Chapter 119, Florida Statutes nor any exemptions from this Statute. 8 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida 10. INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION AND/OR PROTECTED HEALTH INFORMATION Any person or entity that performs or assists the City with a function or activity involving the use or disclosure of "Individually Identifiable Health Information ("IIHI") and/or Protected Health Information ("PHI") shall comply with the Health Insurance Portability and Accountability Act ("HIPAA") of 1996. HIPAA mandates the privacy, security, and electronic transfer standards, include but are not limited to: 1. Use of information for performing services required by the Contract or as required law; 2. Use of appropriate safeguards to prevent non -permitted disclosures; 3. Reporting to the City of any non -permitted use or disclosures; 4. Assurances that any agents and subcontractor agree to the same restrictions and conditions that apply to the Contractor and reasonable assurances that IIHI/PHI will be held confidential; 5. Making PHI available to the customer; 6. Making PHI available to the customer for review and amendment; incorporation of any amendments requested by the customer; 7. Making PHI available to the City for an accounting of disclosures; and 8. Making internal practices, books, and records related to PHI available to the City for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission paper records, and/or electronic transfer of data). The Contractor must give its customers written notice of its privacy information practices including specifically a description of the types of uses and disclosures that would be made with protected health information. 11. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain 9 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes, and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes, and ordinances, as they may be amended from time to time. Local laws in accordance with this Section shall mean the applicable laws of the City of Miami, and Miami -Dade County. 12. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed, engaged, or utilized by Contractor in the performance of this Contract. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own 10 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Contractor shall require all subcontractor agreements to include a provision that each subcontractor will indemnify the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or subcontractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 13. SOVEREIGN IMMUNITY Nothing in this Agreement is construed as a waiver of the limitations on the City's liability under Section 768.28, Florida Statutes, or other applicable law. The City does not waive sovereign immunity. No claim, judgment, or award against the City includes attorneys' fees, investigative costs, pre -suit costs, adjusting costs, or pre -judgment interest, except to the extent expressly authorized by statute and awarded by a court of competent jurisdiction. 14. SUBCONTRACTUAL RELATIONS 11 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida A. If the Contractor will cause any part of this Agreement to be performed by a subcontractor, the provisions of this Agreement will apply to such subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the subcontractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the subcontractor will be subject to the provisions hereof as if performed directly by the Contractor. B. With the exception of any affiliated subcontractor that controls, is controlled by, or is under common control with the Contractor (an "Affiliate"), the Contractor, before making any subcontract for any portion of the services, will state in writing to the City the name of the proposed subcontractor the portion of the Services which the subcontractor is to do, the place of business of such subcontractor, and such other information as the City may require. The City will have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the City. C. Before entering into any subcontract hereunder, the Contractor will inform the subcontractor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the Services to be performed. Such Services performed by such subcontractor will strictly comply with the requirements of this Contract. D. In order to qualify as a subcontractor satisfactory to the City, in addition to the other requirements herein provided, the subcontractor must be prepared to prove to the satisfaction of the City that it has the necessary facilities, skill and experience, and ample financial resources to perform the Services in a satisfactory manner. To be considered skilled and experienced, the subcontractor must show to the satisfaction of the City that it has satisfactorily performed services of the same general type which is required to be performed under this Agreement. E. The City shall have the right to withdraw its consent to a subcontract if it appears to the City that the subcontractor will delay, prevent, or otherwise impair the performance of the Contractor's 12 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida obligations under this Agreement. All subcontractors are required to protect the confidentiality of the City's and City's proprietary and confidential information. Contractor shall furnish to the City copies of all subcontracts between Contractor and subcontractor and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the City in the event the City finds the Contractor in breach of this Contract, permitting the City to request completion by the subcontractor of its performance obligations under the subcontract. The clause shall include an option for the City to pay the subcontractor directly for the performance by such subcontractor. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part of the City to any subcontractor hereunder as more fully described herein. 15. DEFAULT: If Contractor fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation(s) accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Contractor, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. If the City fails to comply with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from Contractor, the City shall be in default, which shall be treated as a termination pursuant 13 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida to Section 13. 16. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Contractor shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation one hundred twenty (120) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Contractor against the City. 17. TERMINATION: OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided 14 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 18. INSURANCE: A. Contractor shall, always during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title of the RFP must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that 15 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or 16 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 19. NONDISCRIMINATION: Contractor represents to the City that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Contractor further covenants that no otherwise qualified individual shall, solely due to his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 20. ASSIGNMENT: The Contractor's services are considered specialized and unique. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign or otherwise subcontract any part of its operations performing these services under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion; provided, however, that in the event that the Agreement is assigned to an Affiliate of Contractor, the City Manager may not withhold consent absent reasonable cause. 21. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party 17 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: Viviane Ruiz President of WC Casualty & Managed Care 2301 Maitland Center, Suite 450 Maitland, FL 32751 viviane.ruiz@us.davies-group.com with a copy to: LegalNotices@us.davies-group.com TO THE CITY OF MIAMI: James Reyes City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 JaReyes@miamigov.com George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 GWysong@miamigov.com David Ruiz Interim Director Risk Management One Flagler Building 14 NE 1st Ave., 2nd Floor Miami, FL 33132 DaRuiz@miamigov.com Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 AnniePerez@miamigov.com 22. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts 18 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service Contractors. E. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 23. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 24. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither 19 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights, emoluments, or benefits under the Civil Service or Pension Ordinances of the City, nor any rights afforded classified or unclassified employees of the City. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 25. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 26. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, utility failure including any widespread internet or hosting outage, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo not within the control of the Contractor. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement because of a Force Majeure Event as herein defined, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such Force Majeure Event 20 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida actually delay such party. The party seeking delay in performance shall give notice to the other party in writing, within two (2) days of the Force Majeure Event, specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 27. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. The sole remedy which may be granted to the Contractor, in the reasonable discretion of the City Manager, following a prompt and detailed request to be officially transmitted by the Contractor is an extension of time. No other recourse or remedy will be available to the Contractor against the City. 28. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 29. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, 21 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. 30. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights as an express or implied third -party beneficiary whatsoever under this Agreement. 31. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend, save and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 32. TRUTH -IN -NEGOTIATION CERTIFICATION. REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 33. COUNTERPARTS. ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall constitute an original, 22 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida but all of which, when taken together, shall constitute one and the same agreement. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 34. VENDOR LIST AND SCRUTINIZED COMPANY CERTIFICATIONS A. Convicted, Discriminatory, and Antitrust Violator Vendor Lists. In accordance with Sections 287.133, 287.134, and 287.137, Florida Statutes, the Contractor is hereby informed of the provisions of Sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), Florida Statutes A person or affiliate placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator Vendor List may not be awarded, perform work as a contractor, supplier, subcontractor, or consultant under, or otherwise transact business in connection with this Agreement, as provided in those sections. By entering into this Agreement, the Contractor certifies that it is not on any such list and shall notify the City if it, or any of its suppliers, subcontractors, or consultants, is placed on any such list during the term of this Agreement. B. Suspended Vendor List. In accordance with Section 287.1351, Florida Statutes, a vendor placed on the Suspended Vendor List may not enter into or renew a contract to provide goods or services to a public entity after its placement on that list. By entering into this Agreement, the Contractor certifies that it is not on the Suspended Vendor List. C. Forced Labor Vendor List. In accordance with Section 287.1346, Florida Statutes, the Contractor certifies that it is not on the Forced Labor Vendor List. D. Scrutinized Companies. Pursuant to Section 287.135, Florida Statutes, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List and is not engaged in a boycott of Israel. If this Agreement is for goods or services of one million dollars 23 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida ($1,000,000.00) or more, the Contractor further certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, and that it does not have business operations in Cuba or Syria. Pursuant to Section 287.135(3) and (5), Florida Statutes, the City may immediately terminate this Agreement at its sole option if the Contractor is found to have submitted a false certification, is placed on any of the foregoing Scrutinized Companies lists, or is engaged in a boycott of Israel during the term of this Agreement. 35. ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Contractor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Contractor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Contractor for any additional compensation or for any consequential or incidental damages. 36. FOREIGN COUNTRY OF CONCERN ATTESTATION Pursuant to Section 287.138, Florida Statutes, a governmental entity may not enter into, extend, or renew a contract with an entity that would give access to an individual's personal identifying information if: • The entity is owned by the government of a foreign country of concern; • The government of a foreign country of concern has a controlling interest in the entity; or • The entity is organized under the laws of, or has its principal place of business in, a foreign country of concern. If this Agreement involves access to an individual's personal identifying information, Contractor 24 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida must execute and submit to the City an affidavit in compliance with Section 287.138, Florida Statutes, attached and incorporated into this Agreement as "Foreign Country of Concern Attestation." Failure to comply entitles the City to suspend or terminate this Agreement immediately and without prior notice, and the City will have no liability to Contractor for any additional, consequential, or incidental damages arising from such suspension or termination. 37. E-VERIFY: By entering into this Agreement, Contractor and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." Contractor affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of Contractor; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subcontractor; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subcontractor does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Contractor agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Contractor shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Contractor has otherwise complied with its requirements under those statutes, then Contractor agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in 25 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida the Circuit or County Court by the City, Contractor, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination 38. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and final agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. SIGNATURE PAGE FOLLOWS 26 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. Name: Kara Sepulveda Title: President, Head of P&C TPA ATTEST: By: rOacusignetl by: Eesoae®goew Todd B. Hannon City Clerk Signed by: APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: Signed by: at-61,T, G1iso4III George K. Wysong III City Attorney nitial NRA "Contractor" USIS, INC., a Florida profit corporation tom' BY: ,../ZAtitnt.tf Name: Viviane Ruiz Title: President of WC, Casualty & Managed Care "CITY" CITY OF MIAMI, a Florida municipal corporation [—Signed by: By: n z51,F2C an7e Matter ID 26-1683 27 James Reyes City Manager APPROVED AS TO INSURANCE REQUIREMENTS: goeuSignen by: ihfl8nM19�535� David Ruiz, Interim Director Risk Management Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida EXHIBIT A SCOPE OF SERVICES Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services. 29 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida EXHIBITA EXHIBIT A — SCOPE OF SERVICES MANAGED CARE/ MEDICAL BILL REVIEW / AUDIT SERVICES & THIRD PARTY CLAIMS ADMINISTRATION ON WORKERS'COMPENSATION AND LIABILITY CLAIMS 1. OVERVIEW The City of Miami ("City") is contracting with USIS, Inc. ("TPA" or "Provider") to provide third party claims administration services for full time employees. The TPA shall provide the best quality claims services for Workers' compensation and liability claims and the most reliable and valid data possible, using the most useful and user-friendly claims system available. 2. BACKGROUND The City's Department of Risk Management ("Risk") provides optimum service to employees and the public through a variety of interrelated health, safety and liability/loss control programs. The provision of these crucial prevention -oriented programs greatly enhances the working environment and serves as an incentive for employee recruitment, retention and satisfaction, while protecting the City's assets, employees and citizens. Its objectives include goals to eliminate, where possible, the threat of accident and other forms of liability, and where it is possible to eliminate the risk, to at the very least, reduce the possibility of an accident or risk occurring. Currently, the City has approximately 4,141 full time employees, which include Law Enforcement officers, fire personnel, solid waste collectors, parks personnel, and does not include seasonal employees. There are four (4) Labor Unions in the City: 1) Fraternal Order of Police ("FOP"); 2) American Federation of State County and Municipal Employees ("AFSCME"); 3) International Association of Fire Fighters ("IAFF"); and 4) American Federation of State, County and Municipal Employees 79 ("AFSCME"). Labor Unions represent eighty-five percent (85%) of the City's workforce. The City has created and maintains a Self -Insurance Program, which provides protection to the City for all property and casualty loss exposures, Workers' compensation claims, and provides group health benefits to active, and retired employees. In addition, Risk monitors the City's injured workers. Attention is focused in the areas of safety awareness, prevention, treatment of injured workers, rehabilitation, job placement, education, and communications with the employees and the departments. Guidelines for the treatment and care of injured employees are based on Chapter 440, Florida Statutes, which governs the State's requirements for the provision of Workers' Compensation benefits. However, as a result of bargaining agreements, additional benefits may be due depending on the bargaining unit. The TPA must become familiar with the existing labor agreements). The City's current Third Party Claims Administrator, utilizes ERIC claim processing system where all data is maintained, updated, and payments are issued. The adjudication of Workers' compensation medical bills and payments to the City's providers are performed through this system. Claims administration under this Contract, will include the takeover of current claims from the 1 City of Miami, Florida EXHIBITA current Third Party Claims Administrator. The City uses in-house counsel on all litigated claims, as necessary. Risk works closely with the Office of the City Attorney in a best -practices approach to manage litigated claims. The City is focused on the management of all claims, but has a laser focus on Workers' Compensation claims as they represent approximately eighty percent (80%) of the City's annual claims cost. A Return to Work program is being implemented as the City recognizes that prompt return to work aids in controlling claims costs. Individual department heads are directly responsible for claims occurring in their departments, as claims cost are allocated by department. Therefore, each department is highly motivated to support effective loss control, safety, and liability and Workers' compensation claim management. The City utilizes a 24/7 claims intake center. This type of system facilitates expedited handling, in order to process and close claims in the most efficient manner, for the benefit of the employees. Due to the City's Fire and Police operations, the City has devoted significant resources and has been and remains focused on managing presumption -related Workers' Compensation claims. The City has never lost a litigated presumption case, and the rate of presumption claim denial is eighty-five percent (85%). Close attention is also paid to closure rates and sound reserving practices. The partnership between Risk, the Office of the City Attorney, and outside counsel where needed, is unique and also quite effective. Case law is closely monitored and utilized to most effectively handle each situation. 3. MANAGED CARE / MEDICAL BILL REVIEW / AUDIT SERVICES The City supports management of the medical component, which is key to returning employees back to work and facilitation of Workers' Compensation claim resolution. The City has the following expectations relating to medical: • A provider who actively and aggressively manages medical, • A network of physicians specializing in Return to Work • A claims management team approach whereby the team understands and works as partners in the RTW/Transitional-duty efforts. The City is very interested in the Provider's philosophy on utilization of TCM & FCM within their claims management model with the understanding that the City may elect to use a separate managed care vendor. The City's current Claims Administrator, utilizes on-line claims processing system where all data is maintained, updated, and payments are issued. The adjudication of Workers' Compensation medical bills and payments to the City's providers are performed through this system. On a monthly basis, the current Claims Administrator provides the City with a bank reconciliation report to interface with the City's financial system. The Provider shall be responsible for the provision of an on-line claim processing system and the conversion of any data necessary for successful integration with any and all other systems, including following the termination of the Contract. Any procedures, equipment, and/or costs necessary to connect with the existing hardware and software, shall be the sole responsibility of the Provider. 2 City of Miami, Florida EXHIBITA a. MANAGED CARE SERVICES The Provider shall render high -quality claims management services throughout the entire Contract term. The Provider's personnel shall have, as a minimum, the following levels of experience and licensing: 1) Supervisor shall have five (5) to ten (10) years of relevant experience; 2) Nurse Case Manager shall have five (5) to seven (7) years of relevant experience; 3) Account Representative shall be fully qualified and responsible for the performance of Provider's responsibilities under the Agreement. The Account Representative's responsibilities include, but are not limited to: a) Act as Provider's representative on any claims issue or problems; b) Act as a liaison between the City, medical network, Provider, and any other parties as deemed necessary by the City; and c) Participate with and assist the Risk in the performance reviews, as required under the Agreement, and review other claims as requested by Risk under the Agreement. 4) The Provider's files must reflect evidence of supervisory direction and involvement at every level. All files must be kept current. File review should be performed on 30, 60, 90, 120 day cycles as appropriate. Periodic review by the handling Nurse Case Manager and Supervisors should be reflected in the file. 5) Provider's Supervisor( s) shall receive all First Report of Injury and outline investigative needs for the Nurse Case Manager to follow through. Supervisor(s) should assign the most difficulty files to the most qualified Nurse Case Manager. 6) Provider shall perform monthly claims review with Risk, to include the adjusters, Risk and City Attorney. 7) The City reserves the right to the final prior approval of the hiring and/or assignment of the Nurse Case Manager, and Supervisor(s) to handle the City's claims. 8) The Provider agrees to add staff, as necessary, to maintain the maximum pending caseload levels. 9) Claims personnel must be employees of the Provider. The use of Nurse Case Manager, subcontractor, or temporary Nurse Case Manager, will not be acceptable without prior approval of the City. 10) All claims professionals must possess a current Florida adjuster's license. 11) The Provider shall have the ability to provide full service to English, Spanish, and Haitian - Creole speaking individuals, when needed. 12) The Provider shall make available to the City, an individual with management authority, to meet with Risk Directororthe designee upon reasonable notice. This individual shall have the authority to make "agreed to changes." The Provider will meet Risk or the designee on a quarterly or as -needed basis to discuss claims of interest. Sufficient advance notice will be given to allow adequate preparation and data collection. The Provider's personnel, including the Case Manager or supervisor, must be available to attend mediation conferences as necessary. b. MEDICAL BILL REVIEW AND AUDIT SERVICES Provider shall provide the following medical bill review and audit services 3 City of Miami, Florida EXHIBITA Medical Bill Review: 1) Promptly review medical/surgical bills (in and out of network) for accuracy, including, but not limited to, as they relate to the following: a) Duplicate billings; b) Unbundling of charges; c) Up -coding of charges; and d) Approval and appropriate pre -certification. 2) Review all medical bills that are: a) Are not subject to fee schedule coding; b) Are for services not specifically addressed in the fee schedule; c) Need an in-depth medical interpretation of the rules and regulations; and d) In the exercise of professional judgment, specifically warrant review 3) Process, pay, and mail bills within twenty (20) days of receipt. 4) Reimburse the City for any overpayments made in the bill review process, within thirty (30) days of identification of overpayment. Reimburse the City for any penalties and/or interest associated with inaccurate payments. c. MEDICAL AUDITING SERVICES 1) Audit in -network and out -network hospital/provider bills: a) Exceeding $5,000; b) Where a departmental charge exceeds 10% of the total bill, excluding room and board charges; and c) Others at the Provider's direction or specific request by the City for accuracy and appropriateness. 2) Develop and follow written policies on how late charges, no show charges, and special arrangements shall be handled. 3) Develop and provide communication materials to explain the policies and procedures of the medical bill review and audit services to the City's medical providers. 4) Process, pay and mail bills within twenty (20) days of receipt. 5) Develop and follow written grievance procedures for Provider's concerns. d. PHARMACEUTICAL MANAGEMENT SERVICES The City currently uses Enlyte/Script Advisor ("PBM") services for claims that are administered in- house. The City desires to retain this relationship. Provider shall pursue subrogation recoveries pursuant to Workers Compensation lien recovery settlement agreement. Details regarding the PBM's services should be provided, including access, utilization review services, coordination of claims data and reporting. Some physicians were dispensing drugs directly to injured workers; the City's current Claims Administrator, has taken steps to curtail excessive costs, and will reprice the prescriptions. Fees 4 City of Miami, Florida EXHIBITA for pharmaceuticals or pharmaceutical services shall be reimbursable at the applicable fee schedule amount (F.S> 440.13(12c), except where the employer/carrier has contracted for a lower amount. Where the employer/carrier has contracted for such services and the employee elects to obtain them through a provider not a party to the contract, the reimbursement shall be at the scheduled, negotiated, or contract price, whichever is lower. Providers shall address the issue of physician dispensing and the high cost of repackaged drugs. e. LOSS CONTROL SERVICES When requested by the City to do so, the Provider shall consult with the City, its employees, agents and others, concerning workplaces, operations, work procedures, and equipment owned or operated by the City, and make recommendations to the City regarding same, for the purpose of establishing loss control systems to mitigate and/or control losses, damage, and claims; provided, however, it is understood and agreed, that neither the rights of the Provider to make inspections, nor its recommendations or reports as to loss control, shall constitute an undertaking on behalf of, or for the benefit of the City, or its employees or others, to determine, warrant, or guarantee that such work places, operations, procedures, or equipment are free and safe from defects and/or hazards. f. IRS FILING REQUIREMENTS OF CLAIMS ADMINISTRATION (PROVIDER) The Provider shall: 1. Furnish required tax information for the Internal Revenue Service (IRS) including 1099s with a copy of the 1099s submitted to the IRS. 2. Prepare, maintain and file all records and reports as may be required by legal authorities (State, local and Federal). 3. Prepare, maintain and file statistical information required by the Division of Workers' Compensation and Rating Bureaus, including all data necessary for the promulgation of experience modification, and as required by any other legal entity(s). g. STATE REQUIRED FILINGS At a minimum, the Provider shall be required to provide the following services: 1. Prepare and file, on behalf of the City, with the appropriate state agency, all applications required for the City's continued qualification as a self -insurer. 2. Prepare, maintain, and file all records and reports, as may be required by legal State or Federal. 3. Prepare, maintain, and file statistical data, records, or reports, as required by excess insurers, City actuaries, and the State. 4. Prepare, maintain, and file statistical information required by worker's compensation rating bureaus, including all data required for the promulgation of the City's experience modification and state assessment. 5. Prepare and file any other reports as required by the City and the State relating to claims experience, payments, etc. (such as DWC-51, etc.) h. LOSS FUND MANAGEMENT 1. The Interest Bearing Account will be maintained at the City's commercial banking institution. The account will be classified as part of the analysis group of the City's accounts. The City 5 City of Miami, Florida EXHIBITA will pay all service fees that are normal and customary in this account. All interest earned or service credits generated will accrue to the benefit of the City. 2. The Provider is required to follow Florida law concerning public deposits. Specifically, the Provider shall adhere to F.S. 237.211(6) and F.S. 280 Security of Public Deposits. Failure to comply with these laws is sufficient cause for the City to terminate the Agreement with the Provider. 3. All claims, expense and legal payment will be made by the Provider on checks drawn on an account set up by the Provider, and funded monthly by the City. II is understood that all funds in this account are City funds, and shall be returned to the City upon request or at termination of the contract. 4. The Provider is responsible for the monthly reconciliation of this account and shall provide bank statements to the City monthly, along with a request for a deposit from the City to maintain the monthly balance in the loss fund, as determined by the City. 5. The monthly reconciliation statement submitted by the Provider to the City shall, at minimum, include the following: i. Balance at inception of statement period; j. Total disbursements which cleared, by date and claimant/payee; k. Balance at close of statement period; I. Amount of deposit required; and m. A list of all checks shall be submitted on a monthly basis. n. COMPUTER LOSS INFORMATION All charges related to these services are to be included in the annual claims administration fee. Any costs associated with programming changes that are necessary to create a report required by the City are the responsibility of the Provider. All reports currently provided to the City are required from the Provider. 1 Provider must ensure conductivity with the current system and software used by Risk and the City's Finance Department, and all other involved departments. Provider shall continue to ensure, at its cost, that its system remains a viable solution for on-line claims administration, should the City upgrade or replace any aspect of its risk and/or financial system throughout the term of the Contract. 2. All claims data is the property of the City and any data and media will be provided to the City upon request and/or upon termination of the contract. All computer notes will be printed out and placed in the files prior to file transfer to a successor Provider. 3. The Provider, at its own expense, shall ensure all claims and payment data is included in their loss runs, by a date as determined by the City. Historical data from the current Claims 6 City of Miami, Florida EXHIBITA Administrator's database cannot be purged. Claims data for all open and closed claims must be transferred. 4. Loss runs shall be provided by the Provider, on a monthly basis, sorted separately by line of coverage (WC, GL, AL), policy year, and department/location. Loss runs should list each claim separately. Specific summary reports must also be provided. This requirement may be satisfied by utilizing the Provider's on-line system. The following reports, at a minimum, are required: a. Claims list (lists all claims alphabetically); b. Check register; c. Cumulative report byline of coverage by year; d. Annual summary reports; e. Location report; f. Large loss or severity report; g. Safety report; h. Excess insurance report; i. Litigation report; j. Legal payments report; and k. SAF 200 (OSHA log). 5. Workers' compensation claims, involving no payment or no medical treatment, are reported by the City for inclusion in the database as reporting purpose only (RPO) or first aid or no pay cases and should be identified in the system that same way. 6. The Provider shall provide the City access via internet to the system for file review, e-mail, or other purposes, at no additional cost to the City. An 800 or other toll -free number is necessary for on-line connections and faxes if the call is outside Miami -Dade County. o. FEE BILLING The City will pay fees monthly in arrears for claim files established in the previous month. A summary invoice should be broken down by line of coverage and tie to month -end figures as shown on the loss runs. 4. WORKERS' COMPENSATION AND LIABILITY CLAIMS ADMINISTRATION a. THIRD PARTY CLAIMS ADMINISTRATION SERVICES The TPA shall be responsible for performing, at a minimum, the following services: 1. Establish reporting procedures which are compatible with the needs and organizational structure of the City as determined by Risk. Notice of injury report will be submitted by the City, to the TPA in paperless format (i.e. internet or email). 7 City of Miami, Florida EXHIBITA 2. Establish claims acknowledgement procedures to the City's satisfaction. 3. Provide all necessary forms and instructions for use. Such forms shall include appropriate first reports of injury with mailing address of claim administrator pre-printed thereon. These forms shall be provided electronically if requested. The cost of providing these forms shall be included within the proposed price. 4. Develop a cost effective staffing structure to include the number of adjusters, designated to appropriately handle the City's claims. The City reserves the right to negotiate and approve the final staffing plan and any cost associated with the changes. In addition, the City will have the right to request removal of personnel assigned to the City's Agreement. Removal will take effect within thirty (30) days of written request by the City. 5. Provide a dedicated Claims Supervisor to be assigned exclusively to the City's contract. 6. Receive and examine on behalf of the City all reports of employee injury claims. 7. Establish and maintain complete files on each claim. 8. Accept or deny all reported claims for employees' In1 uries on behalf of the City in accordance with the applicable Workers' compensation law. The decision to controvert a claim must first be discussed with and approved by Risk and/or the Office of the City Attorney. 9. Conduct the required investigations deemed necessary, as it relates to Workers' Compensation, including scene investigations, and personal claimant contact on all lost time or light duty cases. Contact with claimants must be attempted within twenty-four (24) hours of the TPA's receipt of the claim. Field investigations and claimant contact must be performed by employees of the TPA. Independent adjusters shall not be used to provide this service. 10. Perform job site visits, to become familiar with exposures unique to the City. 11. Provide a report to the City's Project Manager, every thirty (30) days, indicating all employees who are losing time or working in a light duty or restricted capacity. 12. Submit a full summary to Risk and/or the Office of the City Attorney [where legal review or litigation has commenced], every ninety (90) days, on all claims of the following type: a. Any aim in which an employee is not working full duty; b. Total incurred claim value exceeding $2,000; c. Potentially controverted cases; d. Cardiovascular claims; and e. Claim in which settlement (washout) is recommended. 8 City of Miami, Florida EXHIBITA 13. Prepare and maintain files necessary for legal defense of claims and/or other litigation (such as actions for subrogation), or other proceedings. 14. Pay in a timely fashion (within 30 days) all claims and expenses from the loss fund account established by the City, which will be maintained by the TPA. Fees and civil penalties for late payments are to be paid by the TPA unless caused due to late reporting by the City. 15. Pursue all possibilities of subrogation from third parties and recovery from Special Disability Trust Fund ["SDTF"] and report such activities in the time, manner and method, as deemed necessary by the City and/or the Office of the City Attorney [where legal review or litigation has commenced]. 16. While the Office of the City Attorney will designate the attorney(s) that provide the defense of claims, as well as litigation strategy, the TPA shall provide the City's defense attorney(s) a complete copy of the file in question and monitor and actively participate in the activities of the City's defense attorney( s). 17. Attend Workers' Compensation hearings, mediations, and pension board hearings involving work -related injuries, as requested by the City. 18. Make written recommendations to Risk regarding any procedures or condition that should be examined to prevent future claims, which are revealed during the TPA's investigation of a claim. 19. Contact Risk by telephone on all claims where the compensability or the relatedness of the medical expenses on the claim is in question, and conduct such investigation, or such additional investigation, as deemed necessary by Risk or the Office of the City Attorney. 20. Contact employees who experience loss time at least every two (2) weeks, for the duration of temporary total disability payments. When an employee is represented, the Office of the City Attorney shall be contacted when appropriate. If City's attorney contact is appropriate, that contact should be on a sixty (60)-day basis. 21. Report all lost time and/or questionable cases to the Index Bureau. All lost time shall be re - indexed every six (6) months. 22. Establish initial reserves within ten (10) days of the first report of the claims being reported. All files must be reserved adequately to extend through the expected life of the claim. Although all the necessary facts may not be available at the onset of a claim, reserves should be adjusted when medical information or investigation indicates the existing reserve is inadequate or overstated. The following factors shall be considered when establishing reserve: a. The injury; 9 City of Miami, Florida EXHIBITA b. The investigation; c. medical treatment and costs; d. projected temporary total disability benefits to be paid; e. projected permanent partial disability and impairment benefits; and f. potential use of outside experts (rehabilitation service TPAs, attorneys, etc.).; 23. Review the adequacy of reserves at least every three (3) months, and document the file accordingly. 24. Present in writing all settlements to Risk and the Office of the City Attorney for approval, regardless of the amount. The injured employee will not be contacted regarding settlement until approval of proposed settlement is obtained from Risk and/or the Office of the City Attorney. 25. Follow all Division of Workers' Compensation (DWC) rules when compensation, medical, or other benefits are being controverted. The case must be discussed with Risk before the claim is denied and/or the Office of the City Attorney, where legal review or litigation has commenced. 26. Obtain medical reports as necessary, in such manner as approved by Risk and the Office of the City Attorney to determine the status of the employee's injury and to verify disability. 27. Report all claims involving a fatality to Risk and the Office of the City Attorney immediately. Payments on these and all other Workers' Compensation matters shall be made in accordance with the Florida Workers' Compensation law and or governing contractual agreements. Periodic activity/status checks shall be performed to ensure that dependents who receive survivor's benefits are still eligible to receive them, and notify Risk regarding those activity checks. The Office of the City Attorney shall be notified on litigated cases, or cases where legal review has commenced. 28. Prepare and file with the appropriate State agency all applications required for the City's qualification as a self -insurer. 29. Prepare maintain and file all records and reports as may be required by legal authorities (State, Local, and Federal). 30. Prepare, maintain and file statistical information required by Workers' Compensation Rating Bureaus, including all required data necessary for the promulgation of experience modifications. 31. Review for accuracy and approve the appropriateness of State assessments, prior to the due date of the assessment. 10 City of Miami, Florida EXHIBITA 32. Establish an interest bearing bank account to make claim, indemnity, expense, and legal payments on checks drawn from this account. It is understood that all funds in this account are City funds and shall be returned upon the City's request or the termination of the Agreement. Regarding this account, the TPA shall: a. Reconcile on a monthly basis, the account and provide all monthly bank statements to the City, along with a request for a deposit from the City to maintain the balance needed in the account, as determined by the City. b. Ensure that any interest earned on the account be applied to reducing the subsequent monthly deposit by the City. c. Submit a monthly statement including the following: i. Balance at inception; ii. Total disbursements by date and claimant; iii. Balance at closing; and iv. Amount of deposit required d. List all checks along with statements supplied to the City. 33. Provide to the City, bank account transactions and other information, additionally or in lieu of, on-line or via other means for "real-time" access by the City. 34. Ensure that all adjusters handling City's cases are kept abreast of the Workers' Compensation Statutes, DWC rules, and applicable laws. 35. Ensure that the minimum standards of performance of TPA's personnel conform to the Florida statutes and administrative rules or future changes, if any. 36. Ensure all DWC filings, including compromise settlement agreement payments, are made in a correct and timely manner. 37. Provide notification of suit being filed against the City for any reason, to the Office of the City Attorney, and Risk with twenty-four (24) hours of suit being filed. 38. Aggressively pursue recoveries to the satisfaction of the City, including recoveries based on subrogation and special disability trust fund (SDTF). As regards to subrogation recoveries involving injuries to the claimant caused by third parties, the TPA acknowledges that such recoveries may include reductions in future Workers' Compensation benefits as provided by Florida Workers' Compensation Law based on formulas provided in Chapter 440 and case law interpreting such law, and shall be responsible for documenting and collecting such recoveries from health care TPAs and the claimant as mutually agreed upon by the claimant and the City upon the claimant's recovery from the third party[ies]. 39. Pursue, track, and provide quarterly reports on all SDTF, as well as subrogation recoveries in such manner as deemed necessary by the City Attorney or designee. 11 City of Miami, Florida EXHIBITA 40. Be responsible for data integrity. This includes properly inputting all cause codes, location codes, loss description, and other claims information. If a data conversion is involved the TPA must attest to the integrity of the combined data. 41. Obtain the approval of Risk and/or the Office of the City Attorney [where legal review or litigation have commenced] to hire experts in connection with claims against the City. Experts include, but are not limited to, accident reconstruction engineers and experts, medical and rehabilitation vendors and private investigators. 42. Provide the means for the City to perform claims status inquiries. 43. Provide training for supervisory personnel of the City for those individuals responsible for Workers' Compensation activities. 44. Comply with all applicable laws and regulations regarding the administration of Workers' Compensation benefits. 45. Provide and integrate successfully, an online claims management system that interfaces with all other existing systems to be utilized in the performance of this scope of work. 46. Work closely with the "safety team" to enhance the Safety Program to reduce claims on an annual basis. 47. Assist in the implementation of the City's Return to Work Program. 48. Provide to the City a performance guarantee, to be negotiated with the City. b. HEARINGS / CONFERENCES / TRIALS The TPA shall ensure that the following requirements for hearing conferences/trials are followed: 1. Pre -hearing or pre-trial reports shall be submitted by the TPA to the Office of the City Attorney at least two weeks prior to the hearing conference/trial or whenever requested by the Office of the City Attorney. Periodic up -dates on ongoing litigation, as well as provision and inspection of file materials kept by the TPA, by the Office of the City Attorney or designee, will be scheduled by the Office of the City Attorney as needed. 2. Reports must contain all information pertinent to the file including transcribed statements and depositions. 3. The TPA shall obtain settlement authority from the City prior to any hearing conference/trial. 12 City of Miami, Florida EXHIBITA 4. Any recommendations made by the Office of the City Attorney, pertaining to the file should be carried out or referred to the TPA. c. REPORTING REQUIREMENTS The TPA shall: 1. Make an immediate report to the Risk Director or designee on: a. Facilities; and b. Catastrophic occurrences with potential exposure of $50,000.00 or more. 2. Submit "full captioned reports" within thirty (30) days of setting reserves at or above $25,000.00. The content of the "full captioned reports" shall include, not limited to, the following: a. Coverage items; b. Employee's background; c. Dependents; d. employee's job description; e. occurrence; f. injury; g. medical management; h. wage and compensation rates; i. dates and periods of disability; j. rehabilitation; k. other employee benefits; I. litigation; m. index/state filings; n. subrogation; o. remarks and/or recommended actions; and p. strategy for resolution. 3. Submit "full -captioned report" on all files in litigation. Provide copies of all pleadings along with the report. 4. Ensure that follow-up reports are received within ninety (90) days of the "full -captioned report". 5. Submit monthly experience/statistical reports which shall include, but are not limited to, a summary of experience by department stating cause of accident, frequency and cost. Open and closed claims shall include specific information on the accident date, claimant's name, cause of accident, injury type, amount paid and reserved, and state if the claim is open or has been finalized. These reports must be delivered by the 10th of each month, and must provide summary information by department, by participant, and by total program. 13 City of Miami, Florida EXHIBITA 6. Become familiar with existing labor agreements, and report all activities pursuant to those agreement to the Risk Director or designee as requested, at least on a monthly basis, or as required by the City. 7. Provide the necessary reports and/or data to satisfy Florida's self-insurance requirements. Required forms shall be completed by the TPA and sent to the City for review and appropriate signatures. Required self-insurance reports shall be provided on a timely basis so that the City will have sufficient time to review and execute the documents before the due date. 8. Provide any report(s) requested by the Risk Director. TPA's system shall have the ability to run ad hoc queries. d. "BAD FAITH" PROCEDURES The following procedures shall be followed to avoid potential actions for breach of good faith and fair dealings: 1. Termination of weekly benefits: Weekly benefits may be terminated only upon written or verbal notification by the treating physician or the City when employee returns to work. If return to work information is obtained verbally, the TPA must follow up in writing with a request for written verification. If treating physician releases the employee to modified work, the TPA must promptly determine if modified work is available and offered to the employee before benefits are terminated. 2. Controverting claims: The TPA shall contact the City prior to formally denying a claim. This will not be necessary when controverting the reasonableness and necessity of medical bills. 3. Judgments/Settlements: Judgments/settlements should release potential future "bad faith" actions. 4. Penalties and Fines: Penalties and fines assessed by the DWC shall be paid by the TPA if such fines and penalties result from negligent performance of its duties e. PERFORMANCE STANDARDS: WORKERS' COMPENSATION The City will perform an annual performance standards audit based on the following: 1. TPA will document all new claim information received from the City, and this information will be available within one (1) hour of receipt, if received during normal business hours, or within the first business hour of the next business day, if received less than one (1) hour before the close of a business day. File shall include First Report of Injury form. 2. A minimum of "three (3) attempts" by the TPA, to contact the appropriate parties, will be considered a "contact", if followed with the appropriate correspondence within the 14 City of Miami, Florida EXHIBITA measurement period. For a Workers' compensation claim, three (3) point contacts will be required (claimant, supervisor and treating TPA). For a liability claim, two (2) point contacts will be required (claimant and reporting City Supervisor, if applicable). 3. TPA shall document, and provide Risk written notice of, subrogation, contribution, and/or coordination of benefits recovery potential, as they develop. If a TPA decides not to pursue any such recovery, TPA must give written notice to Risk of its decision within fourteen (14) days of claim receipt. 4. For Workers' Compensation claims, within fourteen (14) days of receipt of a claim, the claims adjuster will perform a three point contact, send appropriate notification packages to the claimant, as required by Chapter 440, review the claimant's pre -employment physical, and document the TPA's analysis of the compensability of the claim. 5. Within 72 hours of receipt of the claim, initial reserves for the file will be set, thereafter, reserves will be reviewed on an on -going basis, as follows: a. 30 days from 72 hour review; b. 30 days from 30 day review; c. 60 days from last 60 day review; and d. Every six (6) months thereafter. Increases or decreases of reserves by $10,000.00 or more, requires notification to Risk. Subsequent to notification, Risk reserves the right to discuss the case and request a reconsideration of the reserve of the TPA. 6. TPA shall "address" litigation within two (2) days of receipt of litigation notification, or less than two (2) days as requested by the Office of the City Attorney if a shorter deadline is deemed legally necessary by the Office of the City Attorney. This will mean notice of to Risk, and referral to the Office of the City Attorney for assignment, within two (2) days, or perhaps less than two (2) days, if requested by the Office of the City Attorney. 7. Required status reports shall be provided to the Risk Management Administrator or designee. 8. Settlement evaluation shall be provided to the Office of the City Attorney and Risk 30 days prior to mediation. The TPA shall evaluate, or cause, a third party expert, as deemed necessary, to evaluate the need for a Medicare Set Aside [MSA], and this shall be determined and documented in all settlement evaluations. 9. File/System documentation shall include documentation of return phone calls to injured worker and the City within twenty-four (24) hours or the next business day. 10. File/System documentation shall include documentation that referral appointment was made for a claimant to a network TPA specialist (i.e.; Diagnostic testing, Neurologist, Orthopedic) 15 City of Miami, Florida EXHIBITA so that claimant was seen by specialist within two (2) weeks of the date of receipt of the referral from the primary treating physician, unless ii is clearly documented that, despite TPA's best efforts, no specialist was available to see claimant within the requisite two weeks period. f. LIABILITY CLAIMS ADMINISTRATION Upon receipt of all liability claims, the TPA, on behalf of the City, shall perform, at minimum, the following services: 1. Review all first notices of claim reports received from the City, which will consist of loss reports, claim letters and suits, or claims that are phoned, mailed, or faxed in by the City, prior to an assignment to the TPA's adjuster, approved by the City. 2. Designate the necessary number of outside field adjusters to handle all City claims and also designate an alternate in their absence. The designation of these persons is subject to the approval of the City. 3. Conduct a thorough and complete investigation of the accident, according to the requirements of the City. Investigations shall include, but not limited to, the following: a. Contact the claimant or the claimant's attorney within 24 hours of the time the accident report is received by the TPA. In the case of underrepresented claimants, personal contact is required the same day the claim is received. All claim files must contain adjuster's logs documenting all contact and activity. b. Obtain recorded statements from the claimant, witnesses, and the City personnel. Personal contact of all underrepresented claimants by outside adjusters is required c. Complete a timely scene investigation consisting of photos and diagrams. This is required within two (2) days of receipt of any serious AL or GL claim assignment. d. Obtain the police and/or fire rescue report. e. Obtain and review all medical reports and bills submitted by the claimant or their attorney. f. Obtain and review all estimates and appraisals for property damage claims. g. Establish appropriate reserves on all claims, and revise the reserves as needed. h. Submit a report to the City within 30 days of receipt of the claim, summarizing: i. Date, time, and location of loss; ii. Claimant information; III. Description of accident; iii. Injuries or damages; iv. Witnesses' version; v. Liability analysis; and vi. Evaluation of claim (i.e. amount of recommended settlement, denial, reserves, attorney demand). If a settlement recommendation cannot be made at this initial report (due to lack of information), indicate same and reason. However, remainder of investigation should be completed. 16 City of Miami, Florida EXHIBITA 4. Submit a status report every ninety (90) days thereafter to the City until the claim is resolved. The City prefers the above reporting requirements to be accomplished via the on-line claims management system for "real-time" viewing. 5. The TPA has the authority to settle cases on behalf of the City up to $3,000 per claim for property damage and $3,000 for bodily injury. For any settlement in excess of the above, the TPA must receive authorization from the City. The request for this authorization must be presented in writing, including the adjuster's evaluation and recommendation in a format required by the City. After authorization is granted, the TPA will settle the claim and obtain the appropriate release. Additionally the TPA shall provide a quarterly report to the City on all settlements above and below $10,000.00. 6. The City will assign an attorney for the legal defense of any claims that goes into suit. The TPA will assist the City's attorneys with any additional investigations, as deemed necessary by the City or its attorneys. The TPA will continue to monitor the file in litigation. TPA will provide a monthly report of all litigated claims in the format specified by the City. 7. Upon notification from the City, the TPA shall forward a copy of the file in suit, to the City's attorney with a transcription of all settlements. 8. The TPA shall attend all mediations and trials as requested by the City. With respect to claims with impending trial dates, the designated TPA's Supervisor or designee, shall take an active and aggressive role in settlement or preparation for trial. 9. The TPA, after approval of the City, can assign the necessary auto appraiser for property damage claims. These expenses shall be paid as an allocated expense by the TPA from the City's loss fund. 10. Any other claim expense must be approved by the City prior to being incurred. However, expenses for normal claim activities, such as photographs, tapes, supplies, postage, etc., are the responsibility of the TPA. 11. The TPA shall meet quarterly (or more frequently if required by the City) with the City Manager, and/or authorized representative, to review all large exposure (over $25,000) incurred cases and report on their status. 12. All claim files are at all times the property of the City. The City has the right to inspect any and all files whenever the City deems necessary. If the Agreement is terminated, the City will receive all original claim files. 13. The TPA shall make recommendations to the City as to actions that can be taken to prevent future claims. These loss prevention recommendations can be included in the status report. 17 City of Miami, Florida EXHIBITA 14. All work must be performed by the employees of the TPA. The use of any contracted or independent adjuster is prohibited, unless prior approval is granted by the City. 15. The TPA shall reimburse the City for payments made in error that are non -recoverable from third parties by the TPA. 16. The TPA shall provide to the City a performance guarantee, to be negotiated with the City in the provision of Managed Care/Medical Bill Review, as cited herein, to improve its effectiveness and efficiency while maximizing City resources. 17. The TPA shall continue to monitor the file in litigation, and obtain updates from the City Attorney's office, in an effort to prepare reports to the City's excess carriers as required. g. PERFORMANCE STANDARDS: LIABILITY The City performs annual performance standards audit based on the following: 1. TPA shall document all new claim information received from the City, and this information will be available electronically within one (1) hour of receipt, if received during normal business hours, or within the first business hour of the next business day, if received less than one (1) hour before the close of a business day. File will include First Report of Injury Form. 2. A minimum of "three (3) attempts" by the TPA's claims adjuster to contact the appropriate parties will be considered a "contact", if followed up with appropriate correspondence within the measurement period. 3. TPA shall document, and give City's Project Manager, written notice of, subrogation, contribution, and/or coordination of benefits recovery potential. If TPA decides not to pursue any such recovery, it must give written notice to Risk of its decision within fourteen (14) days of claim receipt. 4. For liability claims, within fourteen (14) days of receipt of the claim, the TPA shall document appropriate specific direction for the investigation and handling of the case. 5. Within72 hours of receipt of the claim, initial reserves for the file shall be set, thereafter, reserves will be reviewed on an on -going basis, as follows: a. 30 days from 72 hour review; b. 30 days from 30 day review; c. 60 days from last 60 day review; and d. Every 6 months thereafter. 18 City of Miami, Florida EXHIBITA 6. TPA shall "address" litigation within two (2) days of receipt of litigation notification. This will mean notice to Risk, and referral to the Office of the City Attorney for assignment, within two (2) days. 7. Submit required status reports as outlined by the Risk Management Director or designee. The City desires prompt, personal contact of all claimants. Evaluations of each claim shall be made as soon as the necessary information is received by the TPA. The investigation and evaluation of all claims should be completed prior to suit being filed, since F.S. 768.28 (sovereign immunity statute) requires the claimant to provide six months' notice of intention to file suit. The TPA must have up-to-date policy and procedure manual(s) on hand in the workplace. These manual(s) shall describe and discuss the day to day procedures for adjusting files, and shall be kept in accordance with statutory requirements. The TPA shall provide adequate toll -free telephone access to the claims office. The TPA shall provide claims personnel, who shall be available on a 7 day, 24 hour basis, for investigating claims, and must have an maintain an 800 or toll -free number for emergency service. The TPA shall provide its own office space or facility(s) for its adjuster or staff of adjusters. The TPA must agree to be responsible to manage liability claims to be opened within the year(s) following contract execution, along with the current inventory of open files. The TPA shall provide claims administration on a "life of relationship basis." h. STAFFING, QUALITY CONTROL, AND SUPERVISION The TPA shall render high -quality claims management and adjusting services throughout the term of the Agreement. The City relied upon the TPA's proposal to determine that the TPA's personnel shall have, as a minimum, the following levels of experience and licensing: 1. Supervisor or Supervising Adjuster shall have five (5) to seven (7) years of related experience; 2. Adjusters shall have three (3) years of experience; 3. Medical -only processor(s) shall have one (1) year of experience, and must hold a current Florida Adjuster License; 4. The TPA's files must reflect evidence of supervisory direction and involvement at every level. All files must be kept current. File review should be performed on 30, 60, 90 or 120 day cycles, as appropriate. Periodic review by the handling adjuster and all supervisors should be reflected in the file. 19 City of Miami, Florida EXHIBITA 5. TPA's Supervisors shall receive all First Reports of Injury and outline investigative needs for the adjusters to follow through. Supervisors should assign the most difficult files to the most qualified adjuster. 6. TPA shall perform monthly claims review with Risk, to include the adjusters, and City Attorney. 7. It is the City's claims management philosophy that the proper and most cost-effective method to handle claims and thereby reduce and control the City's self -insured loss payments, is to ensure the TPA hires and retains the appropriately qualified professionals to handle the City's claims. Additionally, the adequate number of adjusters and a manageable caseload enables qualified adjusters to perform the required services. The City therefore requires that the TPA agree to staffing, qualifications, and caseload criteria established by the City. 8. The City reserves the right to the final prior approval of the hiring and/or assignment of the claims manager, supervisors, and adjusters that will handle the City's claims. 9. The TPA agrees to add staff as necessary, to maintain these maximum pending caseload levels. 10. Claims personnel must be employees of the TPA. The use of independent adjusters, subcontractors, or temporary adjusters will not be acceptable without prior approval of the City. TPA's Adjuster trainees are not acceptable for handling of the City's claims. All TPA's claims professionals must possess a current Florida adjuster's license. 11. In addition to those services previously discussed, the TPA will additionally perform the following related services: a. State required filings; b. Loss fund management; c. Computer generated loss runs and other management reports, preferably on-line; and d. Provide an annual SAS 70 audit report. 12. The TPA shall have the ability to provide full customer service to English, Spanish, and Haitian -Creole speaking individuals, when needed. 13. The TPA shall make available to the City an individual with management authority to meet with the Risk Director, or the designee, upon reasonable notice. This individual shall have the authority to make "agreed to changes." The TPA's employees shall meet with Risk on a quarterly or as -needed basis to discuss claims of interest. Sufficient advance notice will be given by Risk to allow adequate preparation and data collection. The TPA's personnel, including the adjuster or Supervisor, must also be available to attend mediation conferences, as necessary. 20 City of Miami, Florida EXHIBITA 14. The City will provide office space in its Risk Department to house two (2) claim adjusters. At the City's discretion, the City may increase or decrease the number of stations provided. i. FEE BILLING The City will pay fees monthly in arrears for claim files established in the previous month. A summary invoice should be broken down by line of coverage and tie to month -end figures as shown on the loss runs. 21 City of Miami, Florida EXHIBIT B PRICE SCHEDULE 30 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services EXHIBIT B PRICE SCHEDULE INITIAL TERM (Years 1 through 3) Annual Increase (%) Total Annual Costs Year 1 3% $1,836,101 Year 2 3% $1,891,184 Year 3 3% $1,947,920 Grand Total Costs (Years 1 — 3) $5,675,205 OPTION TO RENEW YEARS (Years 4 and 5) Annual Increase (%) Total Annual Costs Year 4 3% $2,006,358 Year 5 3% $2,066,549 Grand Total Costs (Years 4 and 5) $4,072,907 **Additional Services Charge Loss Control Consulting Services $125 per hour On-line Access No Charge Consultative Services Loss Control Consulting Services $125 per hour Fraud Prevention SIU $120 per hour, plus expense Surveillance $124 per hour/ all inclusive Field Investigations $110 per hour, plus mileage **Managed Care/ Bill Review Audit Services Charges Fee Schedule (Bill Review / UCR / System Savings) $7.50 per Bill All Other Savings • Clinical Validation / Nurse Review (CV) • Preferred Provider Networks (PPO) Out of Network (OON) • Specialty Networks / Physical Therapy (PT)Other • Savings 0% 25% of Savings* 25% of Savings* 25% of Savings* Electronic Receipt of Medical Bills $0.00 Telephonic Case Management $79.00 per Hour $78.00 per Medical Triage 1 Third Party Claims Administration Managed Care / Medical Bill Review / Audit Services Hospital Certification Program $131 Inpatient Pre -Certification* *Physician Advisor Fees not Included Utilization Review Program $78.00 per Hour* 1) Advanced Medical Review > $78 /hour billed in six (6) minute increments not to exceed 1.5 hours or $100.00 for review of the medical necessity of diagnostics,therapies, Durable Medical Equipment (DME) and injections related to an injured employee's condition. Each requested modality is reviewed individually.* 2) Complex Care Review (Concurrent Review) > $78 /hour billed in six (6) minute increments not to exceed three (3) hours or $225.00 to address either the medical necessity and/or causal relationship of a physician's single proposed plan of treatment or the need for an ongoing single treatment related to an injured employee's condition.* 3) Retrospective Review > $78/hour billed in six (6) minute increments not to exceed twelve (12) hours or $900.00 to address either the medical necessity and/or causal relationship of multiple physicians' proposed plan of treatment or the need for ongoing treatments related to an injured employee's condition.* *Physician Advisor Fees not Included Physician Review / Peer Review $341.00 per Hour Field Case Management Task Based Field Case Management Task 1: One Visit Task $605 Task 2: Two Visit Task $780 Task 3: Labor Market Survey $600 Task 4: Vocational Assessment $650 Task 5: Home Visit $650 Voc Rehab - Hourly $89.00 per hour — Medical Case Mgmt/Voc $92.00 per hour CAT Claims Subrogation 20% of Recovery Medical Cost Projection (MCP) and Clinical Recommendations $100.00 per hour not to exceed $1,750 per MCP. Life Care Planning - $131.00 per hour not to exceed number of $2,000 Pharmacy Benefit Management (PBM) $2.10 for Bill Review No charge for PPO Reductions Rx Peer to Peer Review (P2P) Drug Utilization A Pharmacist to Physician (peer to peer) $263 Flat Rate 2 Third Party Claims Administration Managed Care / Medical Bill Review / Audit Services Rx Drug Utilization Assessment (DUA) Drug Regimen Review - $155/ hour (3 hour minimum ) One Drug Review - $263 Flat Rate Drug Utilization Review — No Charge Alert, Review and Manage (ARM) — No Charge MyRisk Predictor — No Charge Return to Work Coordinator (Injury Coordinator) Coordinator - $9,188 per month as needed if utilized Dental Review Program Charged on a per review basis **Each anniversary the then current fees shall be subject to an annual increase that is equal to the lesser of (a) 3% or (b) the U.S. Bureau of Labor Statistics National Consumer Price Index for Urban Consumers (CPI-U) (b) for the prior twelve (12) months. All increases are subject to approval by the City. 3 Third Party Claims Administration Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contract No. RFP 1245391 EXHIBIT C BUSINESS ASSOCIATE AGREEMENT 31 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami Exhibit C Business Associate Agreement BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT (the "BAA") is made and entered into as of day of , by and between the City of Miami, a municipal corporation organized under the laws of the State of Florida, ("Covered Entity" or "City") and USIS, INC., a Florida profit corporation whose principal address is 2301 Maitland Center Parkway, Suite 450, Maitland, FL 32751 ("Business Associate"), in accordance with the meaning given to those terms at 45 CFR §164.501). In this BAA, Covered Entity and Business Associate are each a "Party" and, collectively, are the "Parties". BACKGROUND Covered Entity is either a "covered entity" or "business associate" of a covered entity as each are defined under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the HITECH Act (as defined below) and the related regulations promulgated by HHS (as defined below) (collectively, "HIPAA") and, as such, is required to comply with HIPAA's provisions regarding the confidentiality and privacy of Protected Health Information (as defined below); II. The Parties have entered into or will enter into one or more agreements under which Business Associate provides or will provide certain specified services to Covered Entity (collectively, the "Agreement"); III. In providing services pursuant to the Agreement, Business Associate will have access to Protected Health Information; IV. By providing the services pursuant to the Agreement, Business Associate will become a "business associate" of the Covered Entity as such term is defined under HIPAA; V. Both Parties are committed to complying with all federal and state laws governing the confidentiality and privacy of health information, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Part 160 and Part 164, Subparts A and E (collectively, the "Privacy Rule"); and VI. Both Parties intend to protect the privacy and provide for the security of Protected Health Information disclosed to Business Associate pursuant to the terms of this BAA, HIPAA and other applicable laws. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and the provision of PHI by or at the direction of Covered Entity to Business Associate in reliance on this BAA, the Parties agree as follows: 1. Definitions. For purposes of this BAA, the Parties give the following meaning to each of the terms in this Section 1 below. Any capitalized term used in this BAA, but not otherwise defined, has the meaning given to that term in the Privacy Rule or pertinent law. A. "Affiliate" means a subsidiary or affiliate of Covered Entity that is, or has been, considered a covered entity, as defined by HIPAA. B. "Breach" means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the Privacy Rule which compromises the security or 1 City of Miami Exhibit C Business Associate Agreement privacy of the PHI, as defined in 45 CFR §164.402. C. "Breach Notification Rule" means the portion of HIPAA set forth in Subpart D of 45 CFR Part 164. D. "Data Aggregation" means, with respect to PHI created or received by Business Associate in its capacity as the "business associate" under HIPAA of Covered Entity, the combining of such PHI by Business Associate with the PHI received by Business Associate in its capacity as a business associate of one or more other "covered entity" under HIPAA, to permit data analyses that relate to the Health Care Operations (defined below) of the respective covered entities. The meaning of "data aggregation" in this BAA shall be consistent with the meaning given to that term in the Privacy Rule. E. "Designated Record Set" has the meaning given to such term under the Privacy Rule, including 45 CFR §164.501.B. F. "De -Identify" means to alter the PHI such that the resulting information meets the requirements described in 45 CFR §§164.514(a) and (b). G. "Electronic PHI" means any PHI maintained in or transmitted by electronic media as defined in 45 CFR §160.103. H. "Health Care Operations" has the meaning given to that term in 45 CFR §164.501. I. "HHS" means the U.S. Department of Health and Human Services. 1. "HITECH Act" means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005. K. "Individual" has the same meaning given to that term in 45 CFR §§164.501 and 160.130 and includes a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). L. "Privacy Rule" means that portion of HIPAA set forth in 45 CFR Part 160 and Part 164, Subparts A and E. M. "Protected Health Information" or "PHI" has the meaning given to the term "protected health information" in 45 CFR §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. N. "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. O. "Security Rule" means the Security Standards for the Protection of Electronic Health Information provided in 45 CFR Part 160 & Part 164, Subparts A and C. P. "Unsecured Protected Health Information" or "Unsecured PHI" means any "protected health information" as defined in 45 CFR §§164.501 and 160.103 that is not 2 City of Miami Exhibit C Business Associate Agreement rendered unusable, unreadable or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the HHS Secretary in the guidance issued pursuant to the HITECH Act and codified at 42 USC §17932(h). 2. Use and Disclosure of PHI. A. Except as otherwise provided in this BAA, Business Associate may use or disclose PHI solely as reasonably necessary to provide the services described in the Agreement to Covered Entity, and to undertake other activities of Business Associate permitted or required by this BAA or as required by law. Business Associate shall not use PHI to provide goods, labor, supplies, or services to Covered Entity unless expressly authorized by a separate written agreement approved by Covered Entity. B. Except as otherwise limited by this BAA or federal or state law, Covered Entity authorizes Business Associate to use the PHI in its possession for the proper management and administration of Business Associate's business and to carry out its legal responsibilities. Business Associate may disclose PHI for its proper management and administration, provided that (i) the disclosures are required by law; or (ii) Business Associate obtains, in writing, prior to making any disclosure to a third party (a) reasonable assurances from this third party that the PHI will be held confidential as provided under this BAA and used or further disclosed only as required by law or for the purpose for which it was disclosed to this third party and (b) an agreement from this third party to notify Business Associate immediately of any breaches of the confidentiality of the PHI, to the extent it has knowledge of the breach. C. Business Associate will not use or disclose PHI in a manner other than as provided in this BAA, as permitted under the Privacy Rule, or as required by law. Business Associate will use or disclose PHI, to the extent practicable, as a limited data set or limited to the minimum necessary amount of PHI to carry out the intended purpose of the use or disclosure, in accordance with Section 13405(b) of the HITECH Act (codified at 42 USC §17935(b)) and any of the act's implementing regulations adopted by HHS, for each use or disclosure of PHI. D. Upon request, Business Associate will make available to Covered Entity any of Covered Entity's PHI that Business Associate or any of its agents or subcontractors have in their possession. E. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR §164.502(j)(1). 3. Safeguards Against Misuse of PHI. Business Associate will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided by the Agreement or this BAA and Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that it creates, receives, maintains, or transmits on behalf of Covered Entity. Business Associate agrees to take reasonable steps, including providing adequate training to its employees, to ensure compliance with this BAA and to ensure that the actions or omissions of its employees or agents do not cause Business Associate to breach the terms of this BAA. 4. Reporting Disclosures of PHI and Security Incidents. Business Associate will report to Covered Entity in writing any use or disclosure of PHI not provided for by this BAA of which it 3 City of Miami Exhibit C Business Associate Agreement becomes aware and Business Associate agrees to report to Covered Entity any Security Incident affecting Electronic PHI of Covered Entity of which it becomes aware. Business Associate agrees to report any such event within five business days of becoming aware of the event. 5. Reporting Breaches of Unsecured PHI. Business Associate will notify Covered Entity in writing promptly upon the discovery of any Breach of Unsecured PHI in accordance with the requirements set forth in 45 CFR §164.410, but in no case later than five calendar days after discovery of a Breach. Business Associate will reimburse Covered Entity for any costs incurred by it in complying with the requirements of Subpart D of 45 CFR §164 that are imposed on Covered Entity as a result of a Breach committed by Business Associate. 6. Mitigation of Disclosures of PHI. Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or subcontractors in violation of the requirements of this BAA. 7. Agreements with Agents or Subcontractors. Business Associate will ensure that any of its agents or subcontractors that have access to, or to which Business Associate provides, PHI agree in writing to the restrictions and conditions concerning uses and disclosures of PHI contained in this BAA and agree to implement reasonable and appropriate safeguards to protect any Electronic PHI that it creates, receives, maintains, or transmits on behalf of Business Associate or, through Business Associate, Covered Entity. Business Associate shall notify Covered Entity, or upstream Business Associate, of all subcontracts and agreements relating to the Agreement or this BAA where the subcontractor or agent receives PHI as described in Section 1.M of this BAA. Such notification shall occur within 30 calendar days after execution of the subcontract by placement of such notice on Business Associate's primary website. Business Associate shall ensure that all subcontracts and agreements provide the same level of privacy and security as this BAA. 8. Audit Report. Upon request, Business Associate will provide Covered Entity, or upstream Business Associate, with a copy of its most recent independent HIPAA compliance report (AT-C 315), HITRUST certification, or other mutually agreed upon independent standards -based third -party audit report. Covered Entity agrees not to re -disclose Business Associate's audit report except as required by applicable law, court order, subpoena, or Chapter 119, Florida Statutes. 9. Access to PHI by Individuals. A. Upon request, Business Associate agrees to furnish Covered Entity with copies of the PHI maintained by Business Associate in a Designated Record Set in the time and manner designated by Covered Entity to enable Covered Entity to respond to an Individual's request for access to PHI under 45 CFR §164.524. B. In the event any Individual or personal representative requests access to the Individual's PHI directly from Business Associate, Business Associate within ten business days, will forward that request to Covered Entity. Any disclosure of, or decision not to disclose, the PHI requested by an Individual or a personal representative and compliance with the requirements applicable to an Individual's right to obtain access to PHI shall be the sole responsibility of Covered Entity. 4 City of Miami Exhibit C Business Associate Agreement 10. Amendment of PHI. A. Upon request and instruction from Covered Entity, Business Associate will amend PHI or a record about an Individual in a Designated Record Set that is maintained by, or otherwise within the possession of, Business Associate as directed by Covered Entity in accordance with procedures established by 45 CFR §164.526. Any request by Covered Entity to amend such information will be completed by Business Associate within 15 business days of Covered Entity's request. B. In the event that any Individual requests that Business Associate amend such Individual's PHI or record in a Designated Record Set, Business Associate within ten business days will forward this request to Covered Entity. Any amendment of, or decision not to amend, the PHI or record as requested by an Individual and compliance with the requirements applicable to an Individual's right to request an amendment of PHI will be the sole responsibility of Covered Entity. 11. Accounting of Disclosures. A. Business Associate will document any disclosures of PHI made by it to account for such disclosures as required by 45 CFR §164.528(a). Business Associate also will make available information related to such disclosures as would be required for Covered Entity to respond to a request for an accounting of disclosures in accordance with 45 CFR §164.528. At a minimum, Business Associate will furnish Covered Entity the following with respect to any covered disclosures by Business Associate: (i) the date of disclosure of PHI; (ii) the name of the entity or person who received PHI, and, if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure which includes the basis for such disclosure. B. Business Associate will furnish to Covered Entity information collected in accordance with this Section 10, within ten business days after written request by Covered Entity, to permit Covered Entity to make an accounting of disclosures as required by 45 CFR §164.528, or in the event that Covered Entity elects to provide an Individual with a list of its business associates, Business Associate will provide an accounting of its disclosures of PHI upon request of the Individual, if and to the extent that such accounting is required under the HITECH Act or under HHS regulations adopted in connection with the HITECH Act. C. In the event an Individual delivers the initial request for an accounting directly to Business Associate, Business Associate will within ten business days forward such request to Covered Entity. 12. Availability of Books and Records. Business Associate will make available its internal practices, books, agreements, records, and policies and procedures relating to the use and disclosure of PHI, upon request, to the Secretary of HHS for purposes of determining Covered Entity's and Business Associate's compliance with HIPAA, and this BAA. 13. Responsibilities of Covered Entity. With regard to the use and/or disclosure of Protected Health Information by Business Associate, Covered Entity agrees to: A. Notify Business Associate of any limitation(s) in its notice of privacy 5 City of Miami Exhibit C Business Associate Agreement practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. B. Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of PHI. C. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. D. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 14. Data Ownership. Business Associate's data stewardship does not confer data ownership rights on Business Associate with respect to any data shared with it under the Agreement or this BAA, including any and all forms thereof. 15. Term and Termination. A. This BAA will become effective on the date first written above, and will continue in effect until all obligations of the Parties have been met under the Agreement and under this BAA. B. Covered Entity may terminate immediately this BAA, the Agreement, and any other related agreements if Covered Entity makes a determination that Business Associate has breached a material term of this BAA and Business Associate has failed to cure that material breach, to Covered Entity's reasonable satisfaction, within 30 days after written notice from Covered Entity. Covered Entity may report the problem to the Secretary of HHS if termination is not feasible. C. If Business Associate determines that Covered Entity has breached a material term of this BAA, then Business Associate will provide Covered Entity with written notice of the existence of the breach and shall provide Covered Entity with 30 days to cure the breach. Covered Entity's failure to cure the breach within the 30-day period will be grounds for immediate termination of the Agreement and this BAA by Business Associate. Business Associate may report the breach to HHS. D. Upon termination of the Agreement or this BAA for any reason, all PHI maintained by Business Associate will be returned to Covered Entity or destroyed by Business Associate. Business Associate will not retain any copies of such information. This provision will apply to PHI in the possession of Business Associate's agents and subcontractors. If return or destruction of the PHI is not feasible, in Business Associate's reasonable judgment, Business Associate will furnish Covered Entity with notification, in writing, of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of the PHI is infeasible, Business Associate will extend the protections of this BAA to such information for as long as Business Associate retains such information and will limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. The Parties understand that this Section 15.D will survive any termination of this BAA. 6 City of Miami Exhibit C Business Associate Agreement 16. Effect of BAA. A. This BAA is entered into in connection with the Agreement. To the extent any terms of this BAA conflict with any term of the Agreement, the terms of this BAA will govern with respect to PHI, privacy, security, confidentiality, data use, and return or destruction of data. The Parties acknowledge that this BAA is not intended to be a procurement contract, services agreement, purchase order, or other contract for the provision of goods, labor, supplies, or services to Covered Entity, and no compensation or remuneration will be paid by Covered Entity under this BAA. B. Except as expressly stated in this BAA or as provided by law, this BAA will not create any rights in favor of any third party. 17. Regulatory References. A reference in this BAA to a section in HIPAA means the section as in effect or as amended at the time. 18. Notices. All notices, requests and demands or other communications to be given under this BAA to a Party will be made via either first class mail, registered or certified or express courier, or electronic mail to the Party's address given below: A. If to Covered Entity, to: James Reyes City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 JaReyes@miamigov.com With copies to: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 GWysong@miamigov.com David Ruiz Interim Director, Risk Management One Flagler Building 14 N.E. 1ST Ave , 2nd Floor Miami, FL 33132 DaRuiz@miamigov.com Annie Perez, CPPO Director/Chief Procurement Officer 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 AnniePerez@miamigov.com 7 City of Miami Exhibit C Business Associate Agreement B. If to Business Associate, to: Viviane Ruiz President of WC Casualty & Managed Care 2301 Maitland Center, Suite 450 Maitland, FL 32751 viviane.ruiz@us.davies-group.com 19. Amendments and Waiver. This BAA may not be modified, nor will any provision be waived or amended, except in writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 20. HITECH Act Compliance. The Parties acknowledge that the HITECH Act includes significant changes to the Privacy Rule and the Security Rule. The privacy subtitle of the HITECH Act sets forth provisions that significantly change the requirements for business associates and the agreements between business associates and covered entities under HIPAA and these changes may be further clarified in forthcoming regulations and guidance. Each Party agrees to comply with the applicable provisions of the HITECH Act and any HHS regulations issued with respect to the HITECH Act. The Parties also agree to negotiate in good faith to modify this BAA as reasonably necessary to comply with the HITECH Act and its regulations as they become effective but, in the event that the Parties are unable to reach agreement on such a modification, either Party will have the right to terminate this BAA upon 30-days' prior written notice to the other Party. 21. Florida Public Records; Confidential and Exempt Information. Covered Entity is subject to Chapter 119, Florida Statutes. Nothing in this BAA shall require Covered Entity to keep confidential or withhold any public record unless the record is confidential or exempt from disclosure under applicable law. Business Associate shall preserve the confidentiality and security of PHI and any record or information that is confidential or exempt from disclosure under Florida law, including any investigative, medical, health, or personal identifying information that is confidential or exempt. Business Associate shall not disclose such records or information except as expressly permitted by this BAA, authorized in writing by Covered Entity, or required by law. If Business Associate receives a request, subpoena, or demand for PHI or City data, Business Associate shall promptly notify Covered Entity before disclosure to the extent permitted by law. 22. Foreign Country of Concern Attestation. To the extent required by Section 287.138, Florida Statutes, before receiving access to any PHI, personal identifying information, or other City data under this BAA, Business Associate shall provide the City with the affidavit required by Section 287.138(4), Florida Statutes. Business Associate represents that it is not prohibited from entering into this BAA or receiving access to such information under Section 287.138, Florida Statutes, and shall immediately notify Covered Entity if any representation made under this Section becomes inaccurate. Covered Entity may terminate this BAA and require return or destruction of PHI if Business Associate cannot provide or maintain the required affidavit or if continued access would violate Section 287.138, Florida Statutes. 23. Anti -Human Trafficking Affidavit. Pursuant to Section 787.06, Florida Statutes, when a contract is executed, renewed, or extended between a nongovernmental entity and a 8 City of Miami Exhibit C Business Associate Agreement governmental entity, the nongovernmental entity must provide an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not use coercion for labor or services as defined in that section. Business Associate must execute and submit to the City an affidavit in compliance with Section 787.06, Florida Statutes, attached and incorporated into this BAA as "Anti -Human Trafficking Affidavit." Failure to comply entitles the City to suspend or terminate this BAA immediately and without prior notice, and the City will have no liability to Business Associate for any additional, consequential, or incidental damages arising from such suspension or termination. 24. No Waiver of Sovereign Immunity. Nothing in this BAA shall be deemed or construed as a waiver of Covered Entity's sovereign immunity or the limitations of liability under Section 768.28, Florida Statutes. Nothing in this BAA shall obligate Covered Entity to indemnify, defend, or hold harmless Business Associate or any third party except to the extent expressly authorized by law. 25. Counterparts and Electronic Signatures. This BAA may be executed in any number of counterparts, each of which so executed is deemed to be an original, and such counterparts together constitute but one and the same agreement. The Parties are entitled to sign and transmit an electronic signature of this BAA (whether by facsimile, PDF or other email transmission), which signature is binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original signed agreement upon request. 26. Indemnification. Business Associate shall indemnify, hold and save harmless, and defend (at its own cost and expense) the City, its officers, agents, directors, employees, and instrumentalities (individually and collectively, the "Indemnitees") from and against all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Business Associate or persons employed or utilized by Business Associate in connection with this BAA, the Agreement, or any access to, use of, or disclosure of City data. In the event that any action or proceeding is brought against the Indemnitees by reason of any such claim or demand, Business Associate shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Business Associate expressly understands and agrees that any insurance protection required by this BAA or otherwise provided by Business Associate shall in no way limit the responsibility to indemnify, hold, keep, and save harmless and defend the Indemnitees as herein provided. The indemnification provided above shall obligate Business Associate to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental, or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description that may be brought against the Indemnitees. These duties shall survive the cancellation or expiration of this BAA and the Agreement. This Section shall be interpreted under the laws of the State of Florida, including, without limitation, any limitations imposed by Sections 725.06 and/or 725.08, Florida Statutes, to the extent applicable and as they may be amended. Business Associate shall require all subcontractor agreements involving access to PHI or City data to include a provision requiring each subcontractor to indemnify the Indemnitees in substantially the same language as this Section. 9 City of Miami Exhibit C Business Associate Agreement IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. "BUSINESS ASSOCIATE" USIS, INC., ATTEST: A FLORIDA PROFIT C PORATION BY:—� BY: �(/ t.' NAME: Kara Sepulveda TITLE: President, Head of P&C TPA ATTEST: NAME: Viviane Ruiz TITLE: President of WC Casually & Managed Care Insert Corporate Seal (if applicable) "COVERED ENTITY" THE CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION �DocuSig tlby: BY: BY: Todd B. Hannon '- James Reyes City Clerk City Manager APPROVED AS TO FORM APPROVED AS TO AND CORRECTNESS: INSURANCE REQUIREMENTS: (—Initial NRA gnea by: BY: 6t,oroy. 4 i11isa (1( \ BY: rriru�u:o George K. Wysong III Matter ID 26-1683 David Ruiz City Attorney Interim Director of Risk Management 10 City of Miami, Florida Contract No. RFP 1245391 EXHIBIT D INSURANCE REQUIREMENTS & CERTIFICATE OF INSURANCE THIRD PARTY CLAIMS ADMINISTRATION AND MANAGED CARE SERVICES Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Additional Requirements $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 City of Miami included as additional insured Primary and non-contributory to additional insured's insurance II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $1,000,000.00 for bodily injury caused by an accident, each accident $1,000,000.00 for bodily injury caused by disease, each employee $1,000,000.00 for bodily injury caused by disease, policy limit, 32 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contract No. RFP 1245391 IV. Professional Liability Each Claim Limit Annual Aggregate Limit Retroactive Date Included V. Cyber Liability Each Claim Limit Annual Aggregate Limit VI. Umbrella Liability Each Occurrence Policy Aggregate $1 0,000,000.00 $1 0,000,000.00 $3,000,000.00 $3,000,000.00 $5,000,000.00 $5,000,000.00 City of Miami included as an additional insured. Excess to follow form over general liability and auto policies. Contractor shall provide the City of Miami with written notice of cancellation or material decrease in limits. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 33 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services ____.---, ® �`� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/28/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Ri sk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA CONTACT NAME: CNo. Ext): PHONE(866) 283-7122 FAX No.): (800) 363-0105 (A/ E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Davies US LLC USIS, Inc. 6240 Lake Osprey Drive Sarasota FL 34240 USA INSURER A: ACE American Insurance Company 22667 INSURER B: Great Northern Insurance Co. 20303 INSURER C: Federal Insurance Company 20281 INSURER D: Chubb Indemnity Insurance Co. 12777 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570122591815 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID„CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYY ffOIJ Y EXP (MM/DD/YYYY') LIMITS B X COMMERCIAL GENERAL LIABILITY 36045110 lqPERSONAL Q �` 05/01 <Z"..q.) 2( 0t/01/2027 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1, 000, 000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10 , 000 & ADV INJURY $1, 000,000 GENII AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- X LOC JECT OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 C AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED 7364-18-57 O w`accident) `O �� �� O 0 01/2026 05/01/2027 COMBINED SINGLE LIMIT $1, 000, 000 BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) C X UMBRELLALIAB EXCESS LIAR X OCCUR CLAIMS -MADE I`� 7'1i536 05/01/2026 05/01/2027 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED RETENTION D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A 2771844337 05/01/2026 05/01/2027 x PER STATUTE OTH- ER E.L. EACH ACCIDENT $1, 000 , 000 E.L. DISEASE -EA EMPLOYEE $1, 000, 000 E.L. DISEASE -POLICY LIMIT $1, 000, 000 A E&O - Professional Liability - Primary D02951046 05/01/2025 10/31/2026 Perclaim/Aggregate Retention $10,000,000 $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is added as Additional Insured as respects the General Liability and Automobile Liability as required by written contract. General Liability is primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured. Professional Liability policy retro date 11/30/2023 CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave. Miami FL 33130 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Holder Identifier : Certificate No ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ___..---, ® �`� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/27/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Ri sk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA CONTACT NAME: E (A/CN No. Ext): (866) 283-7122 FAX No ): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Davi es US LLC USIS, Inc. 6240 Lake Osprey Drive Sarasota FL 34240 USA INSURER A: ACE American Insurance Company 22667 INSURER B: INSURERC: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570122540150 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED B THE INSURED NAMED ABOVE FOR THE POLICY PERIOD OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, LAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EF (MM/DD/YYY Y EXP M/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY lq ` Q <Z"...C;) O EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) CLAIMS -MADE ❑ OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- ❑ LOC JECT OTHER: GENERAL AGGREGATE PRODUCTS -COMP/OP AGG AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED O �� Iw` ` ,C',� /�I ' V o\,/✓\ COMBINED SINGLE LIMIT (Ea accideJ BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE I` //�``\��� ` EACH OCCURRENCE AGGREGATE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT A Cyber Liability D02486040 10/31/2025 10/31/2026 Per Claim/Aggregate Deductible $1,000,000 $390,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER City of Miami 444 SW 2nd Ave. Miami FL 33130 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Holder Identifier : 570122540150 Certificate No • 2 go ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: To: Cc: Subject: Date: Attachments: Ouevedo, Terry Carbonell, Aileen; Gomez Jr., Francisco (Frank) Aviles. Yesenia RE: PROCUREMENT INSURANCE REVIEW FOR USIS INC COI Thursday, September 10, 2026 11:13:10 AM image001.pnq image002.pnq Good Morning Aileen The certificate is adequate. Regards, ly Pill:ThQceueca City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo(lmiamigov.com -:Sewusy, S raaccary, aad 7 � OJ icY From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Thursday, September 10, 2026 11:06 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQu eve d o@ m i a m i gov. co m> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR USIS INC COI Greetings - Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you. Should you have any questions or concerns, please do not hesitate to contact me at the information listed below. Kind regards, Aileen Carbonell, MPA P\. ((�� ` Procurement Card and Ve� ►relations Coordinator Department of Proc i%entco 444 SW 2 Ave m . tmi�3130 Office: (36-194Z, ACa "11@igov.com 1S9- Website: https://www.miami gov/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami gov/Business-Licenses/Doing-Business-with-the- City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. `i Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. City of Miami, Florida Contract No. RFP 1245391 EXHIBIT E CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA 34 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, USIS a Inc. (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of USIS, Inc. (same as identified above) that this company is authorized to enter into the Agreement with the City, and the President of WC Casualty & Managed Care(company officer title) and the President, Head of P&C TPA (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 18 day of September 202 6 . USIS, Inc. ("Contractor") An Florida By: (State) Company (sign) Print Name: Viviane Ruiz TITLE: President of WC, Casualty & Managed Care (sign) Print Name: Kara Sepulveda 28 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, Florida Contract No. RFP 1245391 EXHIBIT F ANTI -HUMAN TRAFFICKING AFFIDVAIT 35 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services EXHIBIT F ANTI -HUMAN TRAFFICKING AFFIDAVIT I. The undersigned affirms, certifies, attests, and stipulates as follows: Managed Care / Medical Bill Review / Audit Services a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes. c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes, titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes, attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: USI S, Inc. Name: Viviane Ruiz Officer Title: President of WC, Casualty & Managed Care Signature of Officer: Office Address: 2301 Maitland Center Parkway, Suite 450, Maitland, Florida 32751 Email Address: viviane.ruiz@us.davies group.comMain Phone Number: 800.444.9098 FEIN No. 2/ 0-4/5/8/0 /6 /4 i5 STATE OF f1G GILL., COUNTY OF ,cre,yN,Q4,,jQl The foregoing instrument was sworn to and subscribed before me by means ofl0 p ysical presence or El online notarization, this c/dajv of c %t. by \I/MUI_ kV/ , as the a>>thnrized officer or representative for the nongovernmental entity.. litthe is persons known to me or has produced as identification. (NOTARY PUBLIC SEAL) 1 LESLIE ANN WHITTEMORE I Notary Public - State of Florida Commission # HH 783642 ,My Comm. Expires Jun 14, 2030 My Commission Expires: Bonded through National Notary Assn. ed, Typed, or Stamped Name of Notary Public) City of Miami, Florida Contract No. RFP 1245391 EXHIBIT G FOREIGN COUNTRY OF CONCERN ATTESTATION 36 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services City of Miami, FL Third Party Claims Administration / Managed Care / EXHIBIT G Medical Bill Review / Audit Services FOREIGN COUNTRY OF CONCERN ATTESTATION (PUR 1355) This form must be completed by an officer or representative of an entity submitting a bid, proposal, or reply to, or entering into, renewing, or extending, a contract with a Governmental Entity which would grant the entity access to an individual's Personal Identifying Information. Capitalized terms used herein have the definitions ascribed in Rule 60A-1.020, F.A.C. Name of entity is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Viviane Ruiz Title: President Qf WC, alty & Managed Care Signature �,titi b Date: 9/18/2026 PUR 1355 (10/23) Page 1 of 1 Rule 60A-1.020, F.A.C. City of Miami, Florida Contract No. RFP 1245391 EXHIBIT H CITY RESOLUTION NO. 26-0435 37 Third Party Claims Administration / Managed Care / Medical Bill Review / Audit Services AGENDA ITEM SUMMARY FORM File ID: #19719 Date: 08/19/2026 Commission Meeting Date: 09/24/2026 Requesting Department: Department of Risk Management Sponsored By: District Impacted: All Type: Resolution Subject: Bid Waiver - Third -Party Claims Administration and Managed Care Services - USIS Inc Purpose of Item: The nature of this item is to authorize a Resolution of the Miami City Commission with attachment(s), by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, confirming, and approving the City Manager's recommendation and written findings, attached and incorporated as "Exhibit A," pursuant to Section 18-85(a) of the Code of the City Of Miami, Florida, As amended; waiving the requirements for competitive sealed bidding methods as not being practicable or advantageous to the City of Miami ("City") to establish a contract for Third Party Claims Administration and Managed Care Services from USIS, Inc. ("USIS"), for the City's Risk Management Department ("Risk"), for three (3) years with the option to renew for two (2) additional one (1) year periods, in the amount of approximately one million eight hundred thirty six one hundred one and 36/100 dollars ($1,836,101.36) annually; allocating funds from the various sources of funds of Risk Management; subject to the availability of funds and budgetary approval at the time of need; authorizing the City Manager to execute the negotiated Professional Services Agreement ("PSA") in a form acceptable to the City Attorney; further authorizing the City Manager to negotiate and execute all other documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, and prior budgetary approvals having been previously made, and in compliance with all applicable provisions of the Code of the City of Miami, Florida, as amended ("City Code"), including the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Background of Item: Pursuant to Request for Proposals ("RFP") No. 605386 and Resolution No. 17-0224, the City entered into the Agreement with USIS, for the provision of Third -Party Claims Administration and Managed Care Services ("Services"), and said Agreement has been extended through September 24, 2026. USIS' Services are essential to the handling and administration of the City's liability and workers' compensation claims. To streamline costs and processing, Risk intends to assume a majority the Services currently provided by USIS. However, the time required to bring these essential Services "in-house" and to purchase necessary software items exceeds the expiration of the City's contract with USIS. This Bid Waiver provides for a three percent (3%) increase to the current rate charged by USIS and an extension of Services for three (3) years with the option to renew for two (2) additional one (1) year periods.. The terms and rates charged by USIS are reasonable in light of the market and the engagement shall cease upon the completion of a new solicitation to secure the Services. Pursuant to Section 18-85(a) of the City Code, the City Manager has waived competitive sealed bidding methods via a written finding with reasons supporting the same Budget Impact Analysis Item is an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Total Fiscal Impact: Approximately $1,836,101.36 annually basis. General Account No: 50001.301001.524000.0000.00000 Department of Risk Management Office of Management and Budget Office of Management and Budget Department of Procurement City Manager's Office City Manager's Office Legislative Division Office of Management and Budget Office of the City Attorney Office of the City Attorney Office of the City Attorney City Commission Office of the City Clerk Reviewed B David Ruiz Fred Pericles Marie Gouin Annie Perez Erica T. Paschal Natasha Colebrook -Williams Valentin J Alvarez Fred Pericles Thomas M. Fossler Xavier Alban George K. Wysong III Maricarmen Lopez City Clerk's Office Department Head Review Completed Budget Analyst Review Completed Budget Review Completed Procurement Review Completed Assistant City Manager Review Completed Approved on behalf of the City Manager Legislative Division Review Completed Budget Analyst Review ACA Review Deputy Attorney Review Approved Form and Correctness Meeting Rendered Completed Completed Completed Completed Completed Completed 08/19/2026 9:18 AM 09/08/2026 10:04 AM 09/08/2026 10:11 AM 09/11/2026 10:30 AM 09/11/2026 12:36 PM Completed 09/15/2026 9:20 AM 09/15/2026 2:20 PM 09/15/2026 6:46 PM 09/15/2026 9:18 PM 09/15/2026 9:27 PM 09/24/2026 9:00 AM 09/24/2026 8:09 PM City of Miami Legislation Resolution Enactment Number: R-26-0435 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 19719 Final Action Date:9/24/2026 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S RECOMMENDATION AND WRITTEN FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), THAT COMPETITIVE SEALED BIDDING METHODS ARE NOT PRACTICABLE OR ARE NOT ADVANTAGEOUS TO THE CITY OF MIAMI, FLORIDA ("CITY") FOR THE PROCUREMENT OF THIRD -PARTY CLAIMS ADMINISTRATION AND MANAGED CARE SERVICES ("SERVICES") FOR THE CITY'S RISK MANAGEMENT DEPARTMENT ("RISK") AND AWARDING A CONTRACT TO USIS, INC. ("USIS") FOR AN INITIAL TERM OF THREE (3) YEARS WITH TWO (2) OPTIONS TO RENEW FOR ADDITIONAL ONE (1) YEAR TERMS, WITH AN ANNUAL BASE COST OF ONE MILLION, EIGHT HUNDRED THIRTY-SIX THOUSAND, ONE HUNDRED ONE AND 36/100 DOLLARS ($1,836,101.36), SUBJECT TO ANNUAL ESCALATIONS NOT TO EXCEED THREE PERCENT (3%), WITH ADDITIONAL SERVICES PROVIDED ON AN AS -NEEDED BASIS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; ALLOCATING FUNDS FOR THIS PURPOSE FROM 50001.301001.524000.0000.00000 OR OTHER LEGALLY AVAILABLE FUNDING SOURCES, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PROFESSIONAL SERVICES AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH USIS FOR THE SERVICES CONSISTENT WITH THE TERMS SET FORTH HEREIN; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING AMENDMENTS, RENEWALS, AND EXTENSIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND PRIOR BUDGETARY APPROVALS, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Request for Proposals ("RFP") No. 605386 and Resolution No. R-17-0224, the City of Miami ("City") entered into the Agreement with USIS, Inc. ("USIS"), for the provision of Third -Party Claims Administration and Managed Care Services ("Services"), and said Agreement has been extended through September 24, 2026; and WHEREAS, the Services are essential to the handling and administration of the City's liability and workers' compensation claims; and WHEREAS, to streamline costs and processing, Risk intends to assume a majority of the Services currently provided by USIS; however, the time required to bring these essential Services "in-house" and to purchase necessary software items exceeds the expiration of the City's contract with USIS; and WHEREAS, the proposed professional service agreement ("PSA") provides for an initial annual base cost of One Million, Eight Hundred Thirty -Six Thousand, One Hundred One and 36/100 Dollars ($1,836,101.36), subject to annual escalations not to exceed three percent (3%), with additional Services provided on an as -needed basis, subject to the availability of funds and budgetary approval at the time of need; and WHEREAS, the terms and rates charged by USIS are reasonable in light of the market, and the engagement shall cease upon the completion of a new solicitation to secure the Services; and WHEREAS, pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager has waived the requirements for competitive sealed bidding methods by making a written finding, attached and incorporated as Exhibit "A," that such methods are not practicable or are not advantageous to the City for the procurement of the Services with reasons supporting the same and awarding a contract to USIS; and WHEREAS, said written finding must be ratified, confirmed, and approved by the City Commission by a four -fifths (4/5ths) affirmative vote after an advertised public hearing; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, pursuant to Section 18-85(a) of the City Code, the City Manager's recommendation and written finding, attached and incorporated as Exhibit "A," that the requirements for competitive sealed bidding methods are waived as not being practicable or advantageous to the City for the provision of the Services is hereby ratified, confirmed, and approved. Section 3. The City Manager is authorized' to negotiate and execute the PSA, in a form acceptable to the City Attorney, with USIS for the provision of the Services for an initial term of three (3) years, with two (2) options to renew for additional one (1) year terms, at an initial annual base cost of One Million, Eight Hundred Thirty -Six Thousand, One Hundred One and 36/100 Dollars ($1,836,101.36), with additional Services provided on an as -needed basis, subject to the availability of funds and budgetary approval at the time of need. Section 4. Funds for this purpose are allocated from Account No. 50001.301001.524000.0000.00000 or other legally available funding sources, subject to the availability of funds and budgetary approval at the time of need. Section 5. The City Manager is further authorized1 to negotiate and execute all other documents, including any amendments, renewals, and extensions, all in forms acceptable to the 1 The authorization herein is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. City Attorney, subject to all allocations, appropriations, and budgetary approvals having been previously made, and in compliance with applicable provisions of the City Code, including the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ng III, C y,�ttor�ley / 9/15/2026 DIVISION OF CORPORATIONS i) DIY LFDA f ziy ,/ .0r g �pD Arta i\f an official 2irrr of Ilikrala w•%sid9 Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation USIS, INC. Filing Information Document Number P06000044222 FEI/EIN Number 20-4580645 Date Filed 03/27/2006 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 04/11/2006 Event Effective Date NONE Principal Address 2301 Maitland Center Parkway Suite 450 Maitland, FL 32751 Changed: 02/21/2026 Mailing Address PO Box 616648 Orlando, FL 32861 Changed: 02/21/2026 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 09/18/2019 Address Changed: 09/18/2019 Officer/Director Detail Name & Address Title Director, Secretary, Treasurer Kenneson, Paula 6240 Lake Osprey Drive Sarasota, FL 34240 Title Director Patel, Dhara 701 B Street Suite 1120 San Diego, CA 92101 Title Director Heard, Michael 2301 Maitland Center Parkway Suite 450 Maitland, FL 32751 Title VP Ruiz, Viviane 9588 Piccadilly Sky Way Orlando, FL 32827 Title President Sepulveda, Kara 6240 Lake Osprey Drive Sarasota, FL 34240 Annual Reports Report Year Filed Date 2024 04/23/2024 2025 01/07/2025 2026 02/21/2026 Document Images 02/21 /2026 -- ANNUAL REPORT 01 /07/2025 -- ANNUAL REPORT 04/23/2024 -- ANNUAL REPORT 04/09/2023 -- ANNUAL REPORT 04/25/2022 -- ANNUAL REPORT 04/24/2021 -- ANNUAL REPORT 04/22/2020 -- ANNUAL REPORT 09/18/2019 -- Req. Agent Change 03/21 /2019 -- ANNUAL REPORT 04/06/2018 -- ANNUAL REPORT 04/17/2017 -- ANNUAL REPORT 04/08/2016 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 04/13/2015 -- ANNUAL REPORT 04/30/2014 -- ANNUAL REPORT 03/27/2013 -- ANNUAL REPORT 04/27/2012 -- ANNUAL REPORT 03/20/2012 -- Reg. Agent Change 04/29/2011 --ANNUAL REPORT 04/29/2010 -- ANNUAL REPORT 04/01 /2009 -- ANNUAL REPORT 04/24/2008 -- ANNUAL REPORT 04/17/2007 -- ANNUAL REPORT 04/11 /2006 -- Amendment 03/27/2006 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, October 21, 2026 8:53 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Ewan, Nicole; Atkison, Nicholas; Del Oro, Jessica Subject: PSA Third Party Claims Administration and Managed Care Services USIS, Inc. (Matter 26-1683) Attachments: PSA Third Party Claims Administration and Managed Care Services USIS, Inc. (Matter 26-1683).pdf Good morning Todd, Please find attached the fully executed agreement from DocuSign. This electronic copy shall be considered the original for your records. If you have any questions, please do not hesitate to contact me. Please close Matter 26-1683. Thank you, Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miamigov.com "Serving, Enhancing, and Transforming our Community" i