Leave Administration Agreement with Unum Group .20 I 4, -on q y
LEAVE ADMINISTRATION AGREEMENT
THIS AGREEMENT for Administrative Services ("Agreement") is made by and
between Unum Group ("Unum" or "Service Provider") and The City of Miami Beach
("Employer").
Service Provider (acting directly or through its Employer:
service affiliates):
Unum Group The City of Miami Beach
Attn: Leave Management Center- 3W 1700 Convention Center Drive
1 Fountain Square Miami Beach, FL 33139
Chattanooga, Tennessee 37402
Effective Date: October 1, 2016
1. DEFINITIONS "Leave of Absence Policies" means all
policies, programs and practices of the
"Administration Charges" means the
fees for Unum's Services under this
Agreement, as more fully described in Employer that are established and
Schedule A which is incorporated herein and intended to comply with FMLA and State Leave
attached to the Agreement. Laws requiring an Employer to permit an
"Confidential Information" means any Employee to be absent from work.
non-public lists, procedures, data or "Lines of Coverage" means any other
information provided by one Party to the other, products or services, (i.e., disability, life,
including proprietary information and trade voluntary worksite, etc.) that have been
secrets. purchased by Employer from Unum or any of
"FMLA" means the federal Family and its subsidiaries.
Medical Leave Act, and regulations "Party or Parties" means Unum and
promulgated thereunder. Employer.
"Effective Date" means date Services "Private Information" means any non-
detailed in this Agreement begin. public, personal, identifiable information
"Employee" means employees of the relative to any person obtained by either Party
Employer only and shall include all Employees in connection with these Services.
working in the United States, including full "State Leave Laws" means state laws
time, part time and new hires, regardless of governing qualifying Leaves of Absence for
benefit eligibility. Employees due to personal reasons
"Existing Leaves" means open Leaves substantially similar to those enumerated in
with a start date prior to Effective Date of this the FMLA, specifically those described in
Agreement. Exhibit A.
"Historical Data" means data from "Streamlined" means when Short-Term
Leaves that closed/returned to work within a Disability ("STD") requests the medical
one (1) year period prior to the Effective Date. documentation to support the STD claim while
"Leave" means an employee's request for, Leave Management awaits the STD decision.
inquiry about or claim for FMLA, State Leave "Term" means the period beginning on
Law or corporate Leaves of absence from the Effective Date stated above and in Section
employment with the Employer. 9.1 and continuing for a period of one (1) year,
"Leave of Absence" means a period which period automatically will extend for
during which an Employee is absent from work successive one (1) year periods unless the
as permitted by the Employer's Leave of Agreement is terminated in accordance with its
Absence policies. provisions.
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"TLS" means Transport Layer Security any of the Services do not comply with any
which is a gateway-to-gateway protocol, applicable laws, rules and regulations or
securing email communications over Public ordinances relating to the Services, including
infrastructure using SSL certificates. provisions of the FMLA and/or State Leave
"Unum" means the Service Provider Laws; provided, however, this Agreement shall
identified in the grid above, acting directly or not create any duty or liability on the part of
through one of its affiliates, including their Unum to seek out or discover such non-
respective directors, officers, employees, compliance, or to ensure compliance by
agents, committees or subcontractors to whom Employer with any of the foregoing. Subject to
authority to act in connection with this the foregoing, to the extent that any change to
Agreement has been granted. this Agreement is necessary, the Parties agree
to work in good faith to promptly bring the
Services into compliance with applicable legal
requirements.
2. SCOPE OF SERVICES
2.1 Services. Unum agrees to provide certain 2.6 Commencement Date. The Services to
Administrative Services specified in Schedule B be provided by Unum shall be with regard to
(hereinafter referred to as the "Services") Leaves for Employees whose Leave
which is incorporated herein and attached to commences on or after the Effective Date of
this Agreement, relating to the Employer's this Agreement. For an Employee who is on
Leave of Absence policies for the fees and Leave as of the Effective Date of this
charges hereinafter specified. Unum shall Agreement, Unum will not provide service.
perform such Services at the direction of and
with the express consent of the Employer. 2.7 Non-Performance. Notwithstanding
Unum and the Employer agree that Employer anything to the contrary herein, Unum shall
shall be the final decision maker as to the not be liable for non-performance, errors in
determination of an Employee's request for Services or delays in the performance of this
Leave. Agreement caused by (1) Employer's failure to
perform its duties hereunder in a timely and
2.2 Eligibility. Unum shall be responsible for accurate manner, or by (2) an Employee's
determining eligibility in accordance with all failure to provide Unum with timely and
instructions and information provided by accurate information.
Employer, including, but not limited to,
information regarding each Employee's 2.8 Unum Obligation. Unum shall perform all
worksite state and each Employee's hours duties described in Schedule B.
worked and length of service.
2.9 Employer Obligation. Employer shall
2.3 Administration. Unum shall be perform all duties described in Schedule C.
responsible for administration of Leaves after
the determination of eligibility is made with all 3. RECORDS, AUDITS AND
instructions and information provided by CONFIDENTIALITY
Employer and in accordance with information
provided by Employee or on behalf of 3.1 Ownership of Documents. Employer is
Employee. the owner of all Employee information,
documents, reports and data (including data
2.4 Employer Approval. Unum further recorded in Unum's data processing systems)
acknowledges that Employer has empowered that relates to the administration of Leaves,
Unum to act on Employer's behalf in except telephone recordings. Employer at all
connection with the Services described herein times during the Term of this Agreement will
only as expressly stated in this Agreement. have the right of reasonable access to all such
Unum's performance of Services hereunder information in Unum's possession, subject to
shall be subject to Employer's review and the terms of this Agreement and applicable
approval and shall be in accordance with privacy laws. Employer, however, has no right
Employer's interpretation of any applicable to any of Unum's proprietary information or
federal and state laws. systems.
2.5 Notification. Unum shall use reasonable 3.2 Unum use of information. During and
efforts to notify Employer if Unum learns that after the Term, for purposes related to its
rights and obligations under this Agreement or
for purposes of administering insured benefits 4.3 Unum shall exercise the same degree of
under any Unum insurance policy that covers care in protecting the confidential nature of the
an Employee, Unum has the right to possess Personal Information as Unum exercises to
and use all Employee information, documents, prevent disclosure of its own confidential
reports and data (or copies of same) relating information.
to the processing of Leaves. Unum will not
use such information for any other purposes 4.4 Unum shall comply with all applicable
without first obtaining any legally required privacy and data security laws and regulations
consent of Employees or other Parties unless regarding the Personal Information, including
required to do so by law pursuant to legal but not limited to the Massachusetts Standards
action or investigation. for the Protection of Personal Information of
Residents of the Commonwealth (201 CMR
3.3 Use of non-identifiable information. 17.00) and Nevada Revised Statutes
Unum has the right to use non-Employer 603A.215.
identifiable and non-individually identifiable
information obtained during Unum's 4.5 Unum shall implement and maintain a
performance of this Agreement for data commercially reasonable, comprehensive
compilations and reports, including statistical written information security program to protect
reports, cost containment analyses and claim the Personal Information. Unum's information
studies. security program shall include reasonable
administrative, technical and physical
4. PRIVACY AND INFORMATION safeguards to: (i) ensure the security and
SECURITY confidentiality of the Personal Information; (ii)
protect against any anticipated threats or
4.1 All documents, records, reports and data, hazards to the security or integrity of such
including data recorded in Unum's data information; and (iii) protect against
processing systems, ("Documentation") related unauthorized access to or use of such
to the receipt, processing, and administration information that could result in substantial
of Leaves, shall at all times be the property of harm or inconvenience to any person. At
Employer, subject to Unum's right to Employer's request, Unum shall provide
possession and use during the continuance of documentation to support the sufficiency of its
the Agreement and to Unum's right to maintain information security program.
such Documentation both during and after the
term of this Agreement in such form as Unum 4.6 If Unum becomes aware of any actual
normally maintains such Documentation. unauthorized use or disclosure of Personal
Information ("Security Incident"), it shall:
4.2 Unum acknowledges and agrees that the
medical information, names, addresses, a. to the extent permitted by law and/or
telephone numbers, Social Security numbers, law enforcement officials, promptly
dates of birth and all other personal notify the Employer of the Security
information ("Personal Information") pertaining Incident;
to employees of Employer and their b. provide, to the best of its knowledge at
dependents, which Employer may provide the time, a description of what
Unum or which Unum may obtain as a result of happened and identify the types of
performing services for Employer under this Personal Information involved in the
Agreement, are confidential. Unum and its Security Incident; and
affiliates and subsidiaries may use information c. take all necessary steps to remedy the
obtained from the Personal Information that circumstances that may have
does not identify the Employer or any permitted the unauthorized use or
Employee for data compilations and reports, disclosure to occur;
including, but not limited, to statistical reports, d. take all steps required by applicable
cost containment analyses, leave studies, and law or regulation to minimize or
claims studies. Unum shall also have the right mitigate the risk of harmful or
to use such Personal Information to administer potentially harmful effects resulting
any policies issued to, and any other from the Security Incident.
administrative services agreement between
Employer and Unum, its affiliates and
subsidiaries.
3
5. UNUM FEES AND CHARGES which is the result of Service Provider's
negligence, gross negligence, willful misconduct,
5.1. Fees. During the Term, Employer will pay or breach, violation or failure to comply with the
Unum for its Services the fees indicated in express terms and conditions of this Agreement,
Schedule A. Unum may change the fees only unless such Losses resulted from the
once during any period of twelve (12) Employer's negligence, gross negligence, willful
consecutive months. Any fee change is subject misconduct or breach, violation or failure to
to any applicable rate guarantee and requires comply with the express terms and conditions of
at least thirty-one (31) days advance written this Agreement.
notice to Employer. However, at any time
(including during any rate guarantee period) 6.2 Insurance. Before beginning t0 provide
Unum may change the fees if (i) there is a services under the Agreement and throughout
material change in the Employer's size as
reflected in the Employer's eligibility feed; or the Term of the Agreement, UNUM shall
(ii) if the Employer requests to change from maintain the minimum insurance requirements
Streamlined to any other method or additional set forth in the attached Exhibit"B."
changes thereafter; or (iii) if the Employer
requests changes to Unum duties as detailed in 7. LEGAL ACTIONS AND PROCEEDINGS
Schedule B.
7.1 Defense. In any legal action or
5.2 Payment. Payment of all fees and charges administrative proceeding in which it is named
is due Unum as specified in Schedule A herein. as a defendant, each of Employer and Unum,
Unum's obligations to provide Services under respectively, shall be responsible for defending
this Agreement are conditioned upon and itself and its respective interests in such action
subject to Employer's timely payment of all or proceeding. Each Party agrees to cooperate
fees and charges due Unum (excepting in the defense of any legal action or proceeding
reasonably disputed amounts). In the event of by providing to the other Party any
non-payment after the grace period detailed in documentation related to such claim that it has
Schedule A has ended, upon thirty (30) in its possession, and taking all other action as
business days advance written notice to may be reasonably necessary to provide such
Employer, Unum may suspend the provision of assistance to the other Party.
all Services under this Agreement or exercise
its rights to terminate the Agreement. 7.2 Intervene. Each Party agrees not to
oppose any attempt by the other to intervene
5.3 Additional Services. Both Parties in any legal action or proceeding for the
recognize that, from time to time, Employer purpose of defending the interests of such
may request that Unum perform consulting intervening Party; provided, however, that the
and/or technical services relating to FMLA and intervening Party shall be responsible for the
State Leave Law requirements, which services cost of such intervention and defense of its
are not specifically contemplated by Schedule interests. Further, such intervening Party shall
B of this Agreement ("Additional Services"). If not interfere with the defense or strategy for
Unum agrees to provide such Services, then the defense of the Party.
Unum and Employer will agree on the rate to
be charged by Unum for these Additional 7.3 Cost. Except as limited by the provisions
Services. Unum shall bill. Employer for the of this Agreement governing defense of actions
actual cost of any outside expenses incurred by and indemnification, each Party shall be
Unum in the course of providing Employer responsible for the costs (including attorney
these Additional Services. Such amounts will fees) of its participation in legal actions or
be billed separately from the Administration administrative proceedings arising out of
Charges. matters related to this Agreement.
6. INDEMNIFICATION 7.4 Notice. Unum and Employer shall
promptly advise, within thirty (30) business
6.1 Unum agrees to indemnify and hold the days of acknowledged receipt of notice, each
Employer harmless from any and all liability, other of commenced legal actions or
loss, damage, fine, penalty or cost (including administrative proceedings involving any
expenses and reasonable attorneys' fees) matter relating to or arising out of the Services
(collectively "Losses") sustained by Employer provided under this Agreement which comes to
the respective attentions of the Parties. If
4
timely notice is not given and the failure to
give timely notice materially adversely impacts 9. EFFECTIVE DATE AND TERMINATION
either Party's ability to participate and evaluate
in said legal or administrative proceeding, the 9.1 Effective Date. This Agreement shall
Party not providing timely notice waives any become effective on October 1, 2016
rights to indemnification under Section 6. ("Effective Date") and shall be renewed
automatically each year thereafter for
7.5 Settlement. Prior to settling any matter successive periods of twelve (12) months.
where indemnification pursuant to Section 6
will be invoked either Party must give the 9.2 Right to terminate. Either Party may
other Party the opportunity to review and terminate this Agreement, effective as of the
comment on the terms of the settlement. If a first day of the month, upon sixty (60) days
settlement is reached with an employee, all advance written notice to the non-terminating
related claims shall be released against both Party. In the event the termination notice by
Parties by said employee. employer is any less than sixty (60) days,
Employer shall pay a termination fee of equal
8. DISPUTE RESOLUTION to one month of the Monthly Administration
Charge. In addition, Unum may terminate this
8.1 Representative. If the Parties, in good Agreement upon thirty (30) business days
faith, fail or are unable to resolve the dispute advance written notice if Employer has not
informally, thereupon each of the Parties shall paid, within the time for payment established
appoint a duly authorized representative with in this Agreement, any undisputed fees or
no prior direct involvement in the dispute to costs due Unum. In addition, Unum has the
negotiate a resolution of such dispute. The option to terminate this Agreement on the
representative so appointed shall promptly same termination date of any other Lines of
confer, in person or by other means, to Coverage purchased by Employer from Unum
negotiate a resolution of the dispute. or any of its subsidiaries.
8.2 Arbitration. Intentionally Omitted 9.3 Obligations post termination notice. In
the event of termination, Employer shall notify
8.3 Breach. Intentionally Omitted. Employees of the termination and that Leaves
incurred or requested after the termination
8.4 Dispute. If any dispute, claim or date should not be submitted to Unum.
controversy shall arise between the Parties
under this Agreement, including, without 9.4 Run out Leaves following termination.
limitation, a dispute regarding the breach or At termination, administration of open Leaves
deficient performance of Unum hereunder or ceases. Employer will be responsible for any
any matter requiring the approval of both additional charges for continued administration
Parties under the provisions of this Agreement of open Leaves if said continued administration
or the compliance or non-compliance of either is requested by Employer and agreed to by
Party with any provision of this Agreement (a Unum. If requested by Employer and agreed to
"Dispute"), then Unum shall be obligated to by Unum, Unum will administer run-out Leaves
proceed with the performance of its obligations which were reported before the termination
under this Agreement pending final resolution date for a period of ninety (90) days.
of such Dispute. However, if such dispute,
claim or controversy concerns payments Unum 9.5 Record transfer upon termination.
believes in good faith are due to it, then Unum When this Agreement terminates, Unum will
can proceed pursuant to terms of Section 5.2. transfer to Employer (or to a person that
Employer designates) current eligibility
8.5 Waiver. Each Party hereby waives trial by information for open Leaves, pending Leaves,
jury in any action, proceeding claim or and Leaves closed within one (1) year prior to
counterclaim brought by either Party in Agreement termination. If Employer requests
connection with any matter arising out of or in that Unum transfer data in a format other than
any way connected with this Agreement, the Unum's then-current standard format,
relationship of Employer, and Unum Employer will be responsible for the actual and
hereunder, Employer's ownership or use of the reasonable costs associated with creating and
property, and/or any claims of injury or transferring non-standard compilations of data.
damage. If Employer requests Leave files or records
other than those described herein, Employer
5
will be responsible for the actual and change at any time its address for receiving
reasonable costs associated with creating and notice. If a Party changes its notice address, it
transferring such additional records. must provide at least ten (10) days advance
written notice of the change.
9.6 Provisions surviving termination.
Termination of this Agreement shall not 11.2 Entire agreement. This Agreement
discharge any obligations owed by Unum or (including any schedules, addenda,
Employer under Section 3 ("Records, Audits attachments or amendments) is the entire
and Confidentiality"), Section 4 ("Privacy and agreement between the Parties with respect to
Information Security") Section 6 its subject matter.
("Indemnification"), Section 7 ("Legal Actions
and Proceedings") and Section 8 ("Dispute 11.3 Severability. If any provision of this
Resolution"), nor shall it discharge Employer's Agreement is determined to be invalid, that
obligations to pay Unum any amounts due on invalidity will not nullify any other provision.
termination.
11.4 Amendment. This Agreement may be
10. MODIFICATION OF EMPLOYER'S amended at any time by written mutual
POLICIES AND PROCEDURES consent. Notwithstanding the foregoing, in
ON FMLA AND STATE LEAVES light of Unum's obligation to administer FMLA
and State Leaves in accordance with the
10.1 Employer policy modification. federal FMLA and/or applicable State Leave
Employer shall notify Unum in writing of any Laws at all times during the Term of this
modification or amendment, occurring or Agreement, the Parties agree that Unum may
effective after the Effective Date of this modify its Services to comply with changes
Agreement, to its usual and customary mandated by applicable federal and state laws
practices regarding the terms of and/or the upon sixty (60) days advance written notice to
applications of FMLA and State Leave Laws to Employer.
its Leave of Absence policies and shall provide
Unum with a copy of any such modification or 11.5 Independent contractor status & lack
amendment. Such communication shall also of agency. Unum acts solely as an
set forth the Effective Date of the modification independent contractor under this Agreement.
or amendment. Neither Unum nor Employer will have any
power or authority to act for or on behalf of
10.2 Services after modification. Unum the other, except as expressly granted in this
shall determine (1) whether it will provide Agreement.
Services in accordance with the modifications,
and (2) whether the modifications will change 11.6 Subcontracting. Unum may have its
the Administrative Charges described in corporate affiliates, authorized representatives
Schedule A. If Unum agrees, in its sole or subcontractors perform any portion of the
discretion, to provide such Services, then the Services that Unum has agreed to provide
date for implementation of new Services to under this Agreement, but Unum remains fully
support the modification or amendment, as it liable to Employer in accordance with the
affects Unum, will be based on a reasonable terms of this Agreement for any work
appraisal of the effect thereof on Unum's performed by such a corporate affiliate,
functions and duties under this Agreement. If authorized representative or subcontractor.
Unum does not agree to provide such Services,
Unum or Employer may terminate this 11.7 No third party beneficiaries. Nothing
Agreement upon sixty (60) days written notice in this Agreement is intended to give or gives
as provided in Section 9.2 above. any non-Party, including an Employee, any
right, claim or cause of action against
11. GENERAL PROVISIONS Employer or Unum or their respective
directors, officers, agents or employees.
11.1 Notice. Notices under this Agreement
must be in writing and sent by certified U.S. 11.8 Governing. This Agreement is governed
mail or air express to the addresses on the first by, and construed in accordance with, the laws
page of the Agreement, except that the Parties of the State of Tennessee exclusive of conflicts
may establish less formal notice procedures in of law provisions.
connection with the routine processing and
review of Leaves. Each Party has the right to
6
11.9 Employer Policies. Unum shall have no
power or authority on behalf of Employer to 11.2 Pursuant to Section 119.0701 of the
alter, modify or waive any Leave of Absence Florida Statutes, if Unum meets the definition
policy of the Employer or to waive on behalf of of "Contractor" as defined in Section
• Employer any breach of any such policies or 119.0701(1)(a), Unum shall:
procedures, or to bind Employer or to waive (1) Keep and maintain public records
any of Employer's rights by making any required by the Employer to perform
statement or by receiving at any time any the service;
notice or information. (2) Upon request from the Employer's
custodian of public records, provide the
11.10 Assignment. Either Party may assign Employer with a copy of the requested
this Agreement to an affiliate or subsidiary. records or allow the records to be
Neither Party shall assign this Agreement to a inspected or copied within a reasonable
non-affiliate or subsidiary without the express time at a cost that does not exceed the
consent of the other Party. This Agreement cost provided in Chapter 119, Florida
shall inure to the benefit of the Parties, and to Statutes or as otherwise provided by
the extent permitted by this Agreement, their law;
successors and assigns. (3) Ensure that public records that are
exempt or confidential and exempt
• 11.11 This Agreement shall be construed in from public records disclosure
accordance with its plain meaning, without requirements are not disclosed, except
giving any effect to any implication or as authorized by law, for the duration
inference arising from the fact that it may have of the contract term and following
been drafted by or on behalf of any Party to completion of the Agreement if Unum
this Agreement. does not transfer the records to the
City;
11.12 Force Majeure. Unum shall not be (4) Upon completion of the Agreement,
liable for non-performance, errors in Services transfer, at no cost to the Employer, all
or delays in the performance of this Agreement public records in possession of Unum
without its fault or negligence, such as acts of or keep and maintain public records
God, acts of civil or military authority, required by the Employer to perform
embargoes, epidemics, war, riots, the service. If Unum transfers all public
insurrections, fires, explosions, earthquakes, records to the Employer upon
floods, unusually severe weather conditions, completion of the Agreement, Unum
power outages or strikes, provided, however, shall destroy any duplicate public
for the duration of such force majeure Unum records that are exempt or confidential
must continue to use all reasonable efforts to and exempt from public records
overcome such force majeure and the disclosure requirements. If Unum
foregoing shall not excuse Unum from any keeps and maintains public records
liability which results from failure to have in upon completion of the Agreement,
place reasonable disaster recovery and Unum shall meet all applicable
safeguarding plans adequate for protection of requirements for retaining public
all data Unum is responsible for pursuant to records. All records stored
this Agreement, provided further that, electronically must be provided to the
• notwithstanding the foregoing, if an event or Employer, upon request from the
force majeure continues for a period of ten Employer's custodian of public records,
(10) days, the Employer may terminate this in a format that is compatible with the
Agreement immediately. information technology systems of the
Employer. Notwithstanding the
11. COMPLIANCE WITH PUBLIC foregoing, Unum shall not have any
RECORDS LAW obligation to convert its data or records
into a specific format for use by
11.1 Unum shall comply with Florida Public Employer, unless otherwise agreed by
Records law under Chapter 119, Florida the Parties in writing.
Statutes, as may be amended from time to
time. Records made or received in connection 11.3 REQUEST FOR RECORDS;
with this Agreement are public records under NONCOMPLIANCE.
Florida law, as defined in Section 119.011(12), (1) A request to inspect or copy public
Florida Statutes. records relating to the Employer's
7
contract for services must be made business days after the notice is sent is
directly to the Employer. If the not liable for the reasonable costs of
Employer does not possess the enforcement.
requested records, the Employer shall
immediately notify Unum of the 11.5 IF THE CONTRACTOR
request, and Unum must provide the HAS QUESTIONS
records to the Employer or allow the
records to be inspected or copied REGARDING THE
within a reasonable time. APPLICATION OF
(2) Unum's failure to comply with the
Employer's request for records shall CHAPTER 119, FLORIDA
constitute a breach of this Agreement, STATUTES TO TH E
and the Employer, at its sole
discretion, may: (1) unilaterally CONTRACTOR'S DUTY
terminate the Agreement; (2) avail TO PROVIDE PUBLIC
itself of the remedies set forth under
the Agreement; and/or (3) avail itself RECORDS RELATING TO
of any available remedies at law or in
equity. THIS AGREEMENT,
(3) A Contractor who fails to provide the CONTACT THE
public records to the Employer within a
reasonable time may be subject to CUSTODIAN OF PUBLIC
penalties under s. 119.10. RECORDS AT:
11.4 CIVIL ACTION.
(1) If a civil action is filed against a
Contractor to compel production of CITY OF MIAMI BEACH
public records relating to the ATTN: RAFAEL E.
Employer's contract for services, the
court shall assess and award against GRANADO,
Unum the reasonable costs of CITY CLERK
enforcement, including reasonable
attorney fees, if: 1700 CONVENTION
a. The court determines that Unum
unlawfully refused to comply with CENTER DRIVE
the public records request within a MIAMI BEACH, FL
•
reasonable time; and
b. At least 8 business days before 33139
filing the action, the plaintiff E-MAIL:
provided written notice of the
public records request, including a RAFAELGRANADOOMIA
statement that Unum has not MIBEACHFL.GOV
complied with the request, to the
Employer and to Unum. PHONE: 305-673-7411
(2) A notice complies with subparagraph
(1)(b) if it is sent to the Employer's
custodian of public records and to
Unum at Unum's address listed on its Notwithstanding anything to the
contract with the Employer or to contrary in this Agreement, Service
Unum's registered agent. Such notices Provider acknowledges that Employer
must be sent by common carrier is a municipal corporation, organized
delivery service or by registered, and existing under the laws of the
Global Express Guaranteed, or certified State of Florida, and, as such, is
mail, with postage or shipping paid by subject to Chapter 119, Florida
the sender and with evidence of Statutes, and related statutes known
delivery, which may be in an electronic as the "Public Records Laws". To the
format. extent that Service Provider provides
(3) A Contractor who complies with a
Employer with any information which
public records request within 8
8
Service Provider considers to be a the opportunity to obtain a court order
trade secret, as defined pursuant to enjoining such disclosure within thirty
Section 812.081, Florida Statutes, as (30) days from receipt of notification.
same may be amended from time to If Service Provider fails to obtain that
time, Service Provider shall provide a court order enjoining disclosure within
cover sheet marked "confidential" or the thirty (30) days period, Employer
"trade secret" dated and containing a may release the information as
description of the enclosed protected requested. Such release shall be
information or Service Provider shall deemed to be made with Company's
mark the documents as "confidential" consent and will not be deemed to be a
or"trade secret". If a request is made violation of law, including but not
to view Confidential Information for limited to laws concerning trade
which a disclosure obligation exists (or secrets, copyright or other intellectual
which Employer believes may exist) property. Service Provider agrees to
pursuant to the Public Records Law, indemnify and hold harmless the
Employer will notify Service Provider of Employer with respect to all expenses,
such request and Service Provider will including any court costs and
provide Employer with an affidavit attorney's fees, which may be incurred
consistent with the requirements set by the Employer in connection with any
forth in Section 624.4213 (1) (c), administrative or court processing,
Florida Statutes to confirm the trade including any appellate action, arising
secret status of the information. The out of any public records request
affidavit will be provided by Service relating to this Agreement.
Provider within seven (7) days from
receipt of Employer's request, and will
be executed by a duly authorized
corporate officer of Service Provider. If
a requester objects to the application
of the trade secret exemption, the
Employer will promptly provide Service
Provider with notice of the objection,
so as to provide Service Provider with
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, by and through their
representative thereunto duly authorized, on the date or dates indicated with the signatures below.
Unum: ul`J — Doc. # 962365
By: C
Title: ur r b a6 r°'�-rC
Dated: `1I/II /14
B ells,
Employer: The City of Miami Beach ��P�\..• �
By: �� � .'" S
h• Levine, Mayor , ,
_ s
Attest:
„.....------A4
���' \ ; tG� F APPROVED AS TO
City Clerk nj FORM & LANGUAGE
Rafael E. ranado, (�'%...� 7E) _,,
�_. , & FOR VECUTION
Dated: I I /lio 1 k 9-- )/V., >:..
9 City Attorney `1- Dote
SCHEDULE A
FEES for SERVICES
Monthly Administration Charge
Employer shall pay Unum a monthly charge equal to 1.49 times the number of Employees employed
by the Employer as of the first day of each month. The monthly charge is due on the first day of the
month. The grace period for paying the monthly charge is forty five (45) days.
SCHEDULE B
UNUM DUTIES
A. Administer FMLA and State Leaves.
B. Administer Employer's Extended FMLA Corporate Leaves.
C. Will not administer banks of time, including vacation, personal, PTO or sick days.
D. Align account representatives to administer and service Employer's account under this Agreement.
E. Perform integrated Leave intake services by creating an employee file upon request for Leave.
F. Determine eligibility of Employee based on Employer provided information. Provide Eligibility Notice
pursuant to Section 825.300(b) of the federal Family and Medical Leave Act.
G. Provide Rights and Responsibilities Notice pursuant to Section 825.300(c) of the federal Family and
Medical Leave Act.
H. Analyze each Leave request in accordance with Federal and State Leave laws and pursuant to the
instructions and directions provided by the Employer.
I. Advise Employer and Employee whether or not the Employee qualifies for Leave under Federal or
State Leave laws. Provide Designation Notice pursuant to Section 825.300(d) of the federal Family
and Medical Leave Act based on information provided by Employee or Employer.
3. Review the status of each Employee's eligibility and/or entitlement for a Leave of Absence at
appropriate intervals during a Leave of Absence (as appropriate under applicable federal and state
law) and determine whether the Employee continues to be eligible for and/or entitled to a Leave of
absence.
K. Notify Employer in writing whenever Unum's recommendation regarding an employee's Leave needs
Employer review and approval under the terms of this Agreement. The written notice, to be
provided to Employer, shall contain Unum's analysis of the Leave, and a recommendation for
resolution. Unum will comply with Employer's directions.
L. Determine availability of Leave time.
M. Respond to Employer or Employees inquiries and provide follow-ups.
N. Collect, review and validate certification, documentation and other necessary paperwork.
O. Involve clinical advisory review when necessary.
P. Recertify Leave periods as appropriate or as allowed by law.
Q. Confirm Return to Work (RTW) in coordination with Unum's disability programs.
R. Provide e-mail notification of Leave requests and status updates based upon adequate Employer
contact data.
S. Provide exhaustion notification to Employee and/or Employer.
T. Unum will provide Leave of Absence reporting on open and closed leaves administered through the
Services of this Agreement.
U. Update Exhibit A as necessary in light of new amendments to FMLA and State Leave Laws and
applicable regulations, and newly enacted State laws and regulations that require Leaves of Absence
for personal reasons that are substantially similar to the FMLA and State Leave Laws listed in Exhibit
A.
V. As requested in writing by Employer, conduct investigations into potential fraudulent Leaves of
Absence and/or potential fraudulent requests for ADA accommodations.
SCHEDULE C
EMPLOYER DUTIES
A. Provide accurate and updated demographic and employment information on a regular eligibility feed;
including but not limited to work schedules, worksite states and hours worked in the past twelve (12)
months for all employees.
B. Provide accurate and updated contact information for all designated employer contacts to receive email
updates.
C. Designate personnel within Employer to be responsive contact points for the Leave Management Center.
Contact points should be able to confirm information, interpret corporate Leave of Absence Policies, and
make decisions regarding requested Leaves within a reasonable time period after any request by Unum.
D. Provide number of Employees for each Employer worksite to Unum. Advise Unum if specific worksites
are within a 75-mile radius of another.
E. Provide copies of the Employer's Leave of Absence Policies, including amendments or revisions, as may
reasonably be required for Unum to fulfill its obligations under this Agreement.
F. In order for Unum to manage Leaves when Employer is unable to provide required information,
Employer shall agree that information provided by Employee during intake is accurate unless or until
informed differently by the Employer.
G. Notify Unum in writing when Employer concludes that Unum is not administering the Leave of Absence
policies of the Employer in accordance with federal and state regulations or in accordance with the
instructions and interpretations of law that the Employer has provided to Unum. After receipt of such
notice Unum shall review all subsequent determinations in accordance with Employer's instruction and
interpretation.
H. For all employer authorized second and third opinions, the Employer must pay the costs incurred by
Unum to perform its obligations hereunder.
I. Notify Unum of any known discrepancies in data provided by Unum.
J. Notify Unum promptly of any failure by an Employee to meet the scheduled return to work date, changes
to return to work date or changes in employment status.
K. Communicate all responsibilities and requirements for Leave requests and administration to employees
in an effective and timely manner.
L. Notify Unum of operational shut-downs of one week or more, and provide accurate holiday schedules
annually. If holiday schedules are not provided to Unum for management, either direct Unum annually
that there are no applicable holidays or internally manage holidays for employees on leave by evaluating
the impact of holidays on leave availability prior to considering employment or disciplinary action due to
exhaustion of leave protections.
M. For all Employer authorized investigations into potential fraudulent activity, pay the costs incurred by
Unum to perform its obligations hereunder as well as all additional fees billed per investigation. Such
amounts shall be billed separately from the Administration Charges.
N. Notify Unum if Employer is in receipt of conflicting approved or denied data prior to making any
termination decision.
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Exhibit A
LEAVE LAW STATUTES AND REGULATIONS
STATE STATUTES REGULATIONS
FEDERAL FMLA 29 U.S.C. §§ 2601 et seq. 29 C.F.R. Part 825
FLORIDA Victim Leave, FSA§ 741.313 N/A
Witness Leave, FSA§ 92.57 N/A
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Exhibit B
Professional Services
[Insurance Reviewing]
Before beginning any work, and throughout the term of the contract (including renewal periods), the
Provider shall indicate that insurance coverage has been obtained which meets the requirements as outlined
below:
A. Worker's Compensation for all employees of the provider as required by Florida Statute 440, and
Employer's Liability Insurance in an amount not less than $1,000,000.
8. Commercial General Liability on a comprehensive basis in an amount not less than $1,000,000 combined
single limit per occurrence, for bodily injury and property damage. City of Miami Beach must be shown as an
additional insured with respect to this coverage.
C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with
the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and
property damage.
D. Professional Liability Insurance in an amount not less than $1,000,000.
The insurance coverage required above must include a waiver of subrogation in favor of the City.
The insurance coverage required shall include those classifications, as listed in standard liability insurance
manuals, which most nearly reflect the operations of the provider. All insurance policies required above shall
be issued by companies authorized to do business under the laws of the State of Florida, with the following
qualifications:
The company must be rated no less than "B+" as to management, and no less than "Class
VI" 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, subject to the approval of the
City Risk Management Division.
CERTIFICATE HOLDER MUST READ:
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
3"' FLOOR
MIAMI BEACH, FL 33139
Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under
this section or under any other section of this agreement.
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