96-21860 RESO
RESOLUTION NO.
96-21860
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A CONTRACT WITH JOHNS EASTERN CO., INC.
TO PROVIDE WORKERS' COMPENSATION CLAIMS
SERVICES TO THE CITY FOR THREE YEARS, AT A FEE
OF $477,774, WITH AN OPTION FOR TWO ADDITIONAL
ONE-YEAR RENEWAL PERIODS.
WHEREAS, at a regular meeting on December 20, 1995, the Mayor and City Commission,
accepting the findings and rankings of a selection committee, and awarded RFP 18-95/00, entitled
"Workers' Compensation Claim Administration Services", to the top-ranked proposer, Johns Eastern
Co., Inc. and
WHEREAS, pursuant to the Mayor and City Commission's directive, the Administration
has negotiated the attached contract with Johns Eastern Co., Inc. to provide workers' compensation
claim administration services to the City for a three-year period, at a fee of $477,774, with an option
for two additional one-year renewal periods, and with the annual service fees being:
February 1, 1996 - 97
February 1, 1997 - 98
February 1, 1998 - 99
$148,015
158,984
170.775
TOTAL
$477,774.
NOW, THEREFORE, BE IT DUL Y RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Clerk
are authorized to execute the attached contract with Johns Eastern Co., Inc. to provide workers'
compensation claims administration services to the City for three years, at a fee of $477,774, with
an option for two additional one-year renewal periods.
PASSED AND ADOPTED this 10th day 0
FODl\/l APr"l~t'Y ,..,
I\hi . r j-"U 'J
ATTEST:
j?o~,t r~
CITY CLERK
f:\risk\$all\resolunt\rfp 18-95.00
LEGAL DEPT.
By 1J! fdtJ"u .
Date I~Y!)l5__ .
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
CITY OF MIAMI BEACH
COMMISSION MEMORANDUM NO.l..D::Th
TO:
Mayor Seymour Gelber and
Members of the City Commission
Date: January 10, 1996
FROM:
Jose GarCia-pedrOSjf
City Manager '
A Resolution Auth 109 the Mayor to Execute an Agreement with Johns
Eastern Company, Inc. to Provide Workers' Compensation Claims
Administration Services for Three Years, at a Total Fee of $477,774, with an
Option for Two Additional One-Year Periods, Pursuant to RFP 18-95/00.
SUBJECT:
ADMINISTRATION RECOMMENDATION:
Approve the Resolution.
BACKGROUND:
On December 20, 1995, the Cit"j Commission authorized the Administration to negotiate a contract
with Johns Eastern Co., Inc. to provide workers' compensation claims administration services. Johns
Eastern was selected as the top-ranked company based on their response to RFP No. 18-95/00.
Additionally, their service fees were the lowest proposed. The major terms of this agreement are:
agreement commencement date is February 1, 1996
agreement is for three years with an option for two additional one-year periods
service fees per year:
February 1, 1996 - 97 $148,015
February 1, 1997 - 98 158,984
February 1, 1998 - 99 170,775
total service fee for the three years is $477,774
fee includes all claims adjusting, data processing, and administrative services
necessary to provide state required worke~' compensation claims handling functions
CONCLUSION:
The Commission should approve the Resolution to execute an agreement with Johns Eastern
Company, Inc. Funds are available for the first-year service fee of$148,015 in Self-Insurance Fund
Account Number 540.1790.000312.
~GP/PFUIBlbh
f:\risk\$aIl\commmemo\rfp 18-95,00
AGENDA ITEM ~ 1,15
DATE j-Io-qlo
SERVICE CONTRACT
FOR
WORKERS' COMPENSATION CLAIMS HANDLING
THIS SERVICE CONTRACT FOR WORKERS' COMPENSATION CLAIMS HANDLING
is made and entered into this 10th day of January , 1996, but is effective for all purposes
as of the 1 st day of February , 1996, by and between the CITY OF MIAMI BEACH
(City), and JOHNS EASTERN COMPANY, INC. (Service Agent).
WITNESSETH:
WHEREAS, the City has undertaken to self-insure its Workers' Compensation Liability in
accordance with the Florida statutes and regulations; and
WHEREAS, the Service Agent is engaged in the supervision and administration of
programs for self-insured employers;
WHEREAS, the City desires to engage the Service Agent for, and the Service agent desires
to assist the Employer in, Workers' Compensation claims handling;
NOW, THEREFORE, for and in consideration of the premises and of the mutual
obligations, performance of services, and payment of compensation set forth herein, the parties agree
as follows:
I. Engagement. The City hereby engages the Service Agent to supervise and
administer the Self-Insured Workers' Compensation Program of the employer in
accordance with the Workers' Compensation Law as adopted and amended by the
State of Florida (Law) and the applicable rules and regulations as promulgated by the
applicable agencies of the State of Florida relating to the Law (Rules), all in
accordance with the Service Agent's proposal dated November 14, 1995.
2. Term. Subject to termination pursuant to paragraph 8, the term of this Agreement
shall be effective for three (3) years commencing on February I, 1996 and shall
remain in full force and effect until February 1, 1999. Thereafter, this Agreement
may be renewed for two (2) successive one-year terms at the option of the City.
3. Fund for Payment of Claims. The City has the sole obligation and responsibility
for funding the payment of claims made by its employees under the Law and Rules.
The Service Agent assumes no duty to fund any such claims at any time and shall
have no obligation to advance funds for any such payment. The City agrees to
maintain all necessary funds for payment of claims in accordance with the Law and
2
Rules and to inform the Service Agent of all relevant details with respect to any such
accounts in order for the Service Agent to perform its duties under this Agreement.
The Employer shall add to or increase the amount in any such accounts as needed.
4. Allocated Claims Expenses. "Allocated Claims Expenses" shall be defined as
expenses arising in connection with the settlement of claims, which shall be defined
as expenses directly allocated to a particular claim to be discharged from the accounts
funded by the City specified in paragraph 3, including, but not limited to:
a. Attorneys' and legal assistants' fees for claim and any lawsuits, before and at
trial, on appeal, or otherwise:
b. Court and other litigation and settlement expenses, including, without
limitation:
(i) Medical examinations to determine extent or liability;
(ii) Expert medical and other testimony;
(iii) Laboratory, X-ray and other diagnostic tests;
(iv) Autopsy, surgical reviews, and other pathology services;
(v) Physician and related fees and expenses in reading, interpreting, or
performing any of the foregoing tests or services;
(vi) Stenographer, process server, and other related trial preparation, trial,
settlement, and court costs;
(vii) Witnesses fees and expenses before and at trial, deposition, settlement
discussions, or otherwise; and
c. Fees and expenses for surveillance, private investigators, or otherwise.
d. Fees for the indexing of injured employees.
e. Fees for over-night or special mail service for various documents.
f. Photocopying and review of relevant documentation.
g. Case management and cost containment performed by a rehabilitation
specialist.
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5. Compensation for the Service Agent. For performing its services under this
Agreement, the Service Agent shall be entitled to the following compensation:
a. The annual claims service fees for all services required in the proposal dated
November 14, 1995 are as follows:
02/0 1 /96 - 97
02/01/97 - 98
02/01/98 - 99
$148,015
$158,984
$170.775
TOTAL
$477.774
b. The above fees contemplate handling 600 workers' compensation exposures
per year. If the number of exposures exceeds 600, the fees will be increased
proportionately.
c. There will be no separate charge for the cost of handling the prior claims
and/or data conversion.
d. All services and requirements outlined in RFP No. 18-95/00 will be covered
under the annual fee with no additional charges.
6. Continued Handling of Claims After Termination. Upon termination of this
Agreement, as set forth in paragraph 8, the Service Agent agrees to continue handling
all claims that have occurred prior to such date of termination for ninety (90) days
unless the parties have agreed otherwise in writing.
7. Disputes Subject to Arbitration. Any dispute or claim arising out of or relating to
this Agreement or any breach thereof shall be resolved by submission of such dispute
or claim to an arbitration panel composed as follows: The City and the Service
Agent shall each select one member of the panel and the two selected members shall
select a third member. The parties agree to follow the rules of the American
Arbitration Association.
8. Termination. This Agreement may be terminated by either the City or the Service
Agent by giving prior written notice of ninety (90) days. In the event of such
termination, compensation paid or payable to Service Agent under paragraph 5 shall
be prorated as appropriate. Notwithstanding anything in this paragraph 8 to the
contrary, the insolvency or filing for relief from creditors of any party pursuant to the
United States Bankruptcy Code or the breach of a provision of this Agreement by any
party shall permit the other party to cancel this Agreement immediately upon written
notice.
4
9. Covenants ofthe Service A2ent and the City. Each ofthe Service Agent and the
City agrees to use its normal and ordinary professional care and diligence in the
performance of its duties under this Agreement and will use its best efforts to comply
at all times with the Law and the Rules.
10. Indemnification and Insurance.
a. Service Agent agrees to indemnify, protect, save and hold harmless City from
any and all loss, cost, damage or exposure arising from the negligent acts or
omissions of Service Agent.
b. Service Agent agrees to maintain professional liability insurance (errors and
omissions) in the amount of $1 million per occurrence throughout the term
of this Agreement. Service Agent agrees to provide an original certificate of
insurance as evidence of this coverage.
11. Subcontractin2. Service Agent may not subcontract any of the services required to
be performed by it hereunder.
12. RFP Incorporated. Request for Proposals No. 18-95/00 (Workers' Compensation
Claim Administration Services) issued by City in contemplation of the Agreement,
together with all amendments thereto, if any, and Service Agent's proposal in
response thereto, is agreed as being incorporated by reference in this Agreement and
made a part hereof; provided, however, that in the event of an express conflict
between the proposal documents and this Agreement, this Agreement shall prevail.
13. Limitation of Liability. City desires to enter into this Agreement only ifin so doing
City can place a limit on the City's liability for any cause of action for money
damages due to an alleged breach by City of this Agreement, so that its liability for
any such breach of contract be limited to a maximum $10,000. Accordingly, and
notwithstanding any other term or condition ofthis Agreement, Service Agent hereby
agrees that City shall not be liable to Service Agent for damages in an amount in
excess of $10,000, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligation imposed upon city by this
Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is
in any way intended to be a waiver of the limitation placed upon the City's liability
as set forth in Florida statutes, Section 768.28.
14. Miscellaneous.
a. Each party represents and warrants that it has full power and authority to
enter into this Agreement.
5
b. All notices, requests, demands and other communications which are required
or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by telecopy, electronic telephone line facsimile
transmission, or other similar electronic or digital transmission method; the
day after it is sent, if sent by recognized expedited delivery service; and five
(5) days after it is sent, if mailed, certified or registered mail, return receipt
requested, postage prepaid. In each case, notice shall be sent to:
If to the City:
City of Miami Beach
Office of Risk Management
1700 Convention Center Drive
Miami Beach, FL 33 139
If to the Service Agent:
Johns Eastern Company, Inc.
Post Office Box 4175
Sarasota, FL 34230
With copies to:
City of Miami Beach
Office of City Attorney
1700 Convention Center Drive
Miami Beach, FL 33 139
or to such other address as either party may have specified in writing to the
other using the procedures specified above in this paragraph.
c.
(i)
This Agreement shall be construed pursuant to and governed by the
substantive laws of the State of Florida (and any provision of Florida
law shall not apply if the law of a state or jurisdiction other than
Florida would otherwise apply).
(ii) The headings of the various paragraphs in this Agreement are inserted
for the convenience of the parties and shall not affect the meaning,
construction, or interpretation of this Agreement.
(iii) Any provision of this Agreement which is determined by a court of
competent jurisdiction to be prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceablility or non-
authorization without invalidating the remaining provisions hereof or
affecting the validity, enforceability or legality of such provision in
any other jurisdiction. In any such case, such determination shall not
affect any other provision of this Agreement, and the remaining
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provisions of this Agreement shall remain in full force and effect. If
any provision or term of this Agreement is susceptible to two or more
constructions or interpretations, one or more of which would render
the provision or term void or unenforceable, the parties agree that a
construction or interpretation which renders the term or provision
valid shall be favored.
d. This Agreement constitutes the entire Agreement, and supersedes all prior
agreements and understandings, oral and written among the parties to this
Agreement with respect to the subject matter hereof.
e. If, within ten (10) days after demand to comply with obligations of one of the
parties to this Agreement served in writing on the other, compliance or
reasonable assurance of compliance is not forthcoming, and the other party
takes steps to enforce rights under this Agreement pursuant to paragraph 7 or
otherwise, the prevailing party in any action shall be entitled to recover all
reasonable costs and expenses (including reasonable attorneys' and legal
assistants' fees before and at trial, on appeal, or otherwise).
f. This Agreement shall be binding upon and inure to the benefit of the
successors in interest and assigns of the parties.
g. The parties to this Agreement will execute and deliver, or cause to be
executed and delivered, such additional or further documents, agreements, or
instruments and shall cooperate with one another in all respects for the
purpose of carrying out the transactions contemplated by this Agreement.
h. This Agreement may be executed in any number of counterparts, each of
which shall be considered an original, but all of which together shall
constitute one and the same instrument and shall become effective when each
of the parties has executed at least one of the counterparts even if all the
parties have not executed the same counterpart.
7
IN WITNESS WHEREOF, the parties have executed this Agreement effective for all
purposes as of February 12 , 199~
ATTEST:
\~O~~ ~~
City Clerk
WITNESS:
{lra4./~
~.
JOHNS EASTERN COMPANY, INC.
_ r
; __ /' /'" ",' i /- ' J' ,
.-~_ -- /..-' ,J' _~ c_" -.", ~,....-_ ,,--- ----,
Kenneth M.'Johns, III
President
fORM APPROVED
lEGAl~
By /fir /y4t
Date .ly )..-L/~_.
f: \risk\$all\document\ wcsy ccon. wpd