Assignment and Assumption of Agreement between the CMB and Cigna Health and Life Insurance Co and Health Care Service Co, A Mutual Legal Reserve Co and Healthspring Life and Health Insurance Co, Inc. Docusign Envelope ID:10637A20-136A-4AF0-8B2C-A6C498D18298 ���� ^
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ASSlGNMENT AND ASSUMPTION OF AGREEMENT
AND
GONSEt�T TO ASStGNMENT AND ASSUMPTION OF AGREEMENT
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This Assignment and Assumption of Agreement {the "AssignmenY'j is entered into with
the date of _ _ _ __�d�y af___ __ __ , 2025 ("Etfective Date"1, by and among the CITY OF
MIAMI BEAGH (the °City"), a Florida municipal corporation, wnose address is 1700 Convention
Center Drive, Miami Beach, Fiorida 33139 (the Cify); CIGNA HEALTH AND UFE INSUFtANCE
COMPANY("CHLIG" or "Assignor"), a Connecticut corporation, whose principal address is 900
Cottage Grove Road, Hartford, Connecticut 06152; and, jointly and severally, HEALTH CARE
SEaVICE CORPORATIQN, A MUTUAL LEGAL RESERVE COMPANY, an tllinois corporation
{"HCSC"}, 4vhose pnncipal address is 300 East Randoiph Street, Chicago, Illinois 60601 and
HEALTHSPRING LIFE$� HEALTN INSURANCE COMPANY, INC.,a Texas corporation,whose
principal address is 2800 North Loop West, Houston, Texas 77Q92('Hea►thSpring"and, together
with HCSC, coflectively, "Assignee"). Any defined terms used but not defined herein shall have
the meaning set forfh in tha Agreemenf(defined belo�Mj.
WITNESSETH:
WHEREAS, on June 28, 2Q23, the Mayor and City Commission, adopted Resolution No
2023-32624, pursuant to Request for Proposals(RFP)No. 2023-259-WG for Health, Pharmacy,
and Medicare Advanfage Plans, authorizing fhe Administration to negotiate an agreement with
CHLlC, the top- ranked proposer for Health and Pharmacy Plans {Plan Al and Medicare
Advantage Plans(Plan G);
WHEREAS, on or about December 19, 2023, the City and CHLIG executed that certain
Empfoyer/Union Group MAPD Agreement for the Medicare Advantage Plans (Ptan C) (the
"Rgreemenf"); whicn Agreement is attached hereto as Exhibit A and incorporated herein;
WHEREAS, at the time of execution of the Agreement, hiealthSpring was a wholly owned
subsidiary of CHLIC, and was the entity primariiy responsible for the administration o`the Pian;
WHEREAS, on November 5, 2024, HCSC was approved for acquisition of control of
HealthSpring under Texas Insurance Code Section 823.157 and 28 Texas Administrative Code
Sections 7.205 and 7.209;
WHEREAS, pursuant to Section 25 of the Agreement, any assignment of the Agreement
by CHLIC requires the written consent of the City;
WHEREAS, accordingiy, Assignor and Assignee seek the City's consent to the
assignment and assumption of the Agreement from CNLIC to NCSC and HealthSpring, jointly
and severally; and
WHEREAS, Assignee is authorized to do business in Fiorida.
NQW, TNEREFORE, the City, Assignor and Assignee, far and in consideration of the
mutual covenants, agreements, and undertakings herein contained, do by these presents
mutual(y covenant and agree as follows:
Pxge t of'S
Docusign Envelope ID:10B37A20-136A-4AF0-SB2C-A6C498D18298
1. The at�ove recitals are true and cor�ect and are incorporated herein as part of this
Assignment.
2. Assignor hereby assigns and transfers to Assignee all of its rights, title, interest and
obligations in and to the,�gresment.
3. Assignee hereby accepts the assignment of the Agreement and further assumes and agrees
to perform ail of the duties and obligations of Assignor under the Agreement. Assignee
further agrees to be liable and subject to all conditions and restitutions which Assignor is
subject fo under the Agreement.
4. Upon execution of this Assignment, and for purposes of interpreting the Agreemenf, alf
references to CHLfC or Cigna under the Agreement shali hereinafter be deemed to reier to
Assignee.
5. Assignee agrees to nonor and maintain all required warranties and responsibilities for all
projects previously compfeted by Assignor,and any ongaing projects it has w'rth the City, as
of the Effective Date.
6. Notwiihstanding the execution of this Assignment, Assignor and Assignee shall remain
joint{y and several{y liable under the Agreement for services prior to the Effective Date of
this Assignmenf.
7. Simuitaneously herewith, Assignee shali furnish to the City's Risk Managar Certificates of
Insurance or endorsements evidencing the insurance coverage as specified in the
Agreement.
8, Atl written notices given to Assignee under the Agreement shall be addressed to;
HEALTHSPRING LIFE & HEAL.TH fNSURANCE CC)MPANY, iNC.
300 East Randolph Street
Ghicago, illinais 606(?1
Attn:
_,_�__�__ _.____..___
Tel:
__...-------_____._----. _____
Email:
[REMAINQER OF PAGE INTEN710NALLY LEFT BLANK]
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Docusign Envelope ID: 10637A20-136A-4AF0-8B2C-A6C498D18298
fN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed by their appropriate officials, as of the date first entered above.
FQR ASSIGNOR: CIGNA HEALTH AND LIFE INSURANCE
COMPANY
�TTEST:
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__ ___.____,__ __-- --_ _.. ___
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Signature
Name: Eric Cayfard Name: Mary DiMatteo
Title: Senior Counsei Titie: AVP, Cigna Health and Life Insurance Co
Date: 10.16.2025
FOR ASSIGNEE: HEALTHSPRING LIFE & HEALTH
INSURANCE COMPANY, INC.
ATTEST'
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Signature �,
Name: ��►`<� !�W� Name: _��'���-Z� '��%,(�!r'J
Title:_�`_ ���v¢-`�`�t.�>t� Title� �1:L?c��.��?,�.t'_ ,-�S �2Y '+ '�_.,,�N�
I a�► � a..� �
Date:_..�--�__ _._
HEALTH CARE SERVICE CORPORATION,
A MUTUAL LEGA�RESERVE COMPANY
ATTEST:
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ignature 1�� — � �'�-_____
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Title:. �--�%�v�'��(;",�.� Title: ��;�<��217_.,�`��3i��S��.�'�%�.-�� �
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Date:__—(�f���-. ___
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Docusign Envelope ID: 10637A20-136A-4AF0-8B2C-A6C498D18298
CONSENT TQ ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby aekno�vledges and consents to the Assignment and Assumption Agreement,
pursuant to Section 25 of the Agreement, without warranties of any kind whatsoever being made
incident to this consent or the Assignment and Assumption Agreement.
Ft�R CITY: CITY OF MIAMI BEACH, FLaRIDA
ATTEST:
DocuSigned by: l
. .....��� ��.�(�.Q ( !
, .
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_ . caes�,aos��ac.c,. .____._ BY� (�I G'�'_� �. ;" ,-t�ifi _. _
Rafael E. Granado, City Glerk Enc T. Carpenter City Manager
i
10/31/2025�5:10 PM EDT
Date:
APPROVED AS TO
FORM 8, LANGUAGE
& FOR EXECUTION
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j';�ity Attarney � Date
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Docusign Envelope ID: 10B37A20-136A-4AF0-882C-A6C498D18298
EXHIBIT 1
AGREEMENT
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{to be attached}
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Docusign Envelope ID: 10637A20-136A-4AF0-862GA6C498D18298 ,y
MIAMI BEACH � : ! . . . � �
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RFP 2023-254-WG Consent of Assignment from Cigna Heaith and Life Insurance Company("CHLIC")to HealthSpring Life&Health
Insurance Company,Inc.
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Cigna Health and Life Insurance Company to HealthSpring Life&
Human Resources
Health Insurance Company,Inc.
+. � H, . .. _, . . .. . � .. ...
Maria Alpizar,Director of Human Resources(see attached signature) , Mark Taxis,Assistant City Manager,(see attached signature�
__._ ----..._ _ _.. i ______.,. _ __ _----- ____
�,
X Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive zolicitation(Non-Monetaryj
Type 2-Other contracts,amendments,change orders,or task orders not resulting from a procurement-issued competitive soiicitation.
Type 3-�ndependent Contractor Agreement(ICA� Type 6-Tenant Agreement
Type 4-Grani agreements with the City as the recipient Type 7-inter-govemmental agency agreement
-F
Type 5-Grant agreements with the City as the grantor Other:
_ _.�_
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On June 28,2023,the Mayor and City Commission adopted Resolution No. 2023-32624,pursuant to RFP No. 2Q23-259-V�'G,authorizing the
Administration to negotiate an Agreement with Cigna Health and Life Insurana°Company(hereinafter referred to as'CHUC'j,the top ranked
proposer for Health and Pharmacy Plans (Plan A� and Medicare Advantage Plans (Plan C�. The Resolution also inciuded authorization to
negotiate Plan B-Pharmacy Benefits Oniy.
On October 1,2023,the City and Cigna Health and Life Insurance Company(CH�IC)entered into an Agreement to provide health insurance,
pharmacy benefits,and Medicare Advantage Pians.Subsequentiy,on or about December 14,2023,the parties executed a second Agreement
titled the Employer/Union Group MAPD Agreement,specifically for Plan A with CNUC.
On November 5,2024,Health Care Service Corporation"HCSC"completed its acquisition of Health5pring,with HealthSpring emerging as the
� surviving entity responsible for Plan A and Plan C.
�
Under Section 4, "Modification of Agreement," any changes to the Agreement must be made in writing and signed by an authorized
� representative from each party.Additionally,any transter of the Agreement to another party requires written approval from the authorized : '
parties. City staff have reviewed ali required documents from the new company and confirmed that HealthSpring Ufe&Health Insurance -.��'
'7 Company,Inc.("HLHIC')meets the original bid requirements. � �
Based on this justification herein and pursuant to the authority granted by Section 9, "Modification of Agreement",this item requests the
City Manager's signature on the attached Consent of Assignment.
.�. _
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�__--------- —-�-- -- _ _._
� 1Q/1/2023-9/30/2026 Three(31 two(2)year option �10/1/2023-9/30/2028
. _-_�„�--._
r ...__ ...—. . ._._� .. ._—____ �...�— —---- — " � _i_T— _.... .. . . __— ------ „, .
Grant Funded: Yes X � No State Federal , Other �
�-__ -- _ .._._ _...�.� --- --- —�_..�_. _ �_— __ .--- — —i
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� N/A N/A The assignment does not have a fiscal impact beyond normal contract expendi!ures.Expenditures are Yes X No
I subject to the availability of funds approved ihrough the City's budgeting process. '
l. For contracts longer than tive years, contact the Procurement Department. 2. Attach any supporting explanation needed. 3. Budget
approvai indicates approval for the current fiscal year only. Future years are subject to City Cammission approvai of the annual adopted
operating budget.
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Gty Commissior Yes X No Resolution No.: CC Agenda Item No.: CC Meeting Date:
Approved: � N/A N/A N/A
If no,explain why CC approvai is not required:Pursuant to Section 9,"Modification of Agreement",modifications or amendments shall only
be valid in writing by the authorized person of each party.The original Agreement was executed by the City Manager and the Contractor.
legal Form Approved: X Yes ' No if not,explain below why form approval is not necessary:
� �
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�"�,
Procurement: nts N/A
Kristy Bada ` `
Budget: N A r non-monetary Information Technology: N/A
c ntra amendments, and
consent of assignments.
Risk Management: N/A Fleet&Facilities: N/A
Human Resources: See attached signatures. Other: N/A
Docusign Envelope ID: 10B37A20-136A-4AF0-862C-A6C498D18298
Human Resources Dept.
( DATE: October 27, 202
�T(�: Eric Ca�nter _
i FRQI�'I:: Lorena Brav
, SUBJECT: Agreement . Cig nd Healthcare Corp.
�
Routin
Mark Taxis Assistant Cit � l��ana Yer
Marla AI izar ` irector Human Resources
For: (chcck thc onc H�at applics>
I Information Only
�
� Review and approval
X Cit�r Manager's Signature
Assistant City Manager Signature
llirector Human Resources Signature
Cominents:
See attacheci.
Retui•n to:
� I1larla Alpizar �
Date Necded:
As Soon As Possiblc
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Docusign Envelope ID: 10B37A20-136A-4AF0-882C-A6C498D18298 �Lp���-�0� n !O ����3 _3,�6ZN
, �
PROCUREMENT DOCUMENTS NEED TO BE SIGNED BY
City Manager
and/or
Assistant City Manager
October 31, 2025
Please have ACM and or CM review and sign the attached document(s).
1� Amertdment No.1 Consent of Assignment from Cigna Health and Life
Insurance Company("CHLIC")to Health5pring Life&Health Insurance
Company,Inc.(Eric Carpenter) Routed 10/31/25
Procurement Department Extensions:
Jorge Gueimunde Ext 26430
Valerie Velez Ext 26905
Monica Garcia Ext 26883
Febe Perez Ext26615
Alissa Caporelli Ext 26604
Rocio Cebalfos Ext 11490