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#22-7971 (John's Eastern Company, Inc.) GENERAL SERVICE AGREEMENT # 22-7971 for Property & Casualty & Worker's Compensation Third Party Administrator Services THIS AGREEMENT, made and entered into on this 13 day of Sep-en4er 20 22 , by and between Johns Eastern Company, Inc. authorized to do business in the State of Florida, whose business address is 6015 Resource Lane, Lakewood Ranch, FL 34202 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five ( 5 ) year period, commencing ❑ ark-apiafeval; or ❑■ upon January 1, 2023 , and terminating five ( 5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) ❑ ❑ Other ( ) # 22-7971 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 0 The Contractor shall also provide services in accordance with Exhibit A—Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 17 General Service Agreement[2022_Ver.1] 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. • The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County's Contract Administrative Agent/County Project Manager or his designee pursuant to the fees as set forth in Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". estimated maximum amount of ($ ), per-Geunty. fiscal year, pursuant to the fees a attached hereto and the price methodology as defined in Section 4.1. Payment will be , Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stets., otherwise known as the "Local Government Prompt Payment Act". estimated maximum amount of ($ ), priced offered by the Contractor in Section-44 ❑ The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), , offered by the Contractor in response to a specific Request for Quotation and pursuant to , , , . 4.1 Price Methodology (as selected below): ❑■ Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Page 2 of 17 ( ) General Service Agreement[2022_Ver.1] 2 • Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 0 Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4.5 0■ Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Page 3 of 17 General Service Agreement[2022_Ver.1] J Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Johns Eastern Cpmpany, Inc. Address: P.O. Box 110259 Lakewood Ranch, FL 34211-0004 Authorized Agent: Beverly Adkins Attention Name & Title: Beverly Adkins- Exec-Vice Prsdnt-Special Accts Svcs Telephone: (866) 784-0583 E-Mail(s): badkins@johnseastern.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jeff Walker Division Name: Risk Management Division Address: 3311 Tamiami Trail E. Bldg D Naples, FL 34112 Administrative Agent/PM: Greily Gonzalez- Risk Finance Manager Telephone: (239) 252-8414 E-Mail(s): Greily.Gonzalez@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 4 of 17 General Service Agreement[2022_Ver.I] 0 GA 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. Page 5 of 17 General Service Agreement[2022_Ver.1] 0.0 12. INSURANCE. The Contractor shall provide insurance as follows: A. ❑■ Commercial General Liability: Coverage shall have minimum limits of $ 2,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and C. 0 Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 500,000 for each accident. D. ■ Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 2,000,000 each claim and aggregate. E. 0 Cyber Liability: Coverage shall have minimum limits of$ 2,000,000 per claim. F. 0 Crime including Third Party : Coverage shall have minimum limits of $ 1,000,000 per claim. 6-: ❑ : Coverage shall have minimum limits of$ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after Page 6 of 17 General Service Agreement[2022_Ver.l] receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, ■ Exhibit B Fee Schedule, ■ RFP/ 1-T-Bf17 Other # 22-7971 , including Exhibits, Attachments and Addenda/Addendum, subsequent qlatesraild❑Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box (M) expressly apply to the terms of this Agreement. Page 7 of 17 General Service Agreement[2022_Ver.1]o GQ' 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a7colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter or as otherwise provided by law. Page 8 of 17 General Service Agreement[2022 Ver.l] 45 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 contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, 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 contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. Page 9 of 17 General Service Agreement[2022 Ver.1] 23. n CLEAN UP. Co rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. ❑ WARRA4N Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and w be of satisfactory material and quality production, free from defects, and sufficient for shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title the Contract Documents shall be applied, installed, connected, erected, used, cleaned fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. conformance with the Contract Documents, Contractor shall correct it promptly after of such replacement or repair. warranties to which the County is entitled as a matter of law. 26. n , requires any portion of the Work to be specifically inspected, tested or approved, inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. n . of any such loss or damage until final payment has been made. If Contractor Of Page 10 of 17 General Service Agreement[2022_Ver.I] to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the :ame, and any monies nece:fary to replace such loss or damage shall be deducted from any amounts due to Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re establish the benchmarks and 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for Page 11 of 17 General Service Agreement[2022_Ver.1] ��QO approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. ❑ ' this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: {1} a personnel. • AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. n o the extent any conflict in the terms of the Contract the Agreement, the conflict shall be resolved by imposing the more strict or costly • r3- 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its Page 12 of 17 General Service Agreement[2022_Ver.1] assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. ❑ ty-are rules and regulations. Also, all Contractors and subcontractors shall be responsible for for the purpose of inspection of any Contractor's work operations. This provision is non shall be the only entity allowed to refuse access to the project. However, this decision Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement[2022_Ver.1] IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller Ce) By: OLAA - I (OC., By: • William L. McDaniel Jr. , Chairman Dated: — . .r •�-- OW to 04444 signaturmil , Contractor's Witnesses: Johns Eastern Company, Inc. Contractor )1IM t� f. �C`tl � By Contractor's First Witness S nature , Beverly Adkins, AIC,AIM, Executive VP V f fl IS( /t I tType/print signature and title?' TType/print witness namel Contractor's Second Witness Y t�� ►n ' 1ZLA.)1/.) TType/print witness name d s t or anld Legality: County Attorney 12 Print Name Page 14 or 17 General Service Agreement 12022 Ve I I Exhibit A Scope of Services ❑■ following this page (pages 1 through 11 ❑ this exhibit is not applicable Page 15 of 17 General Service Agreement[2022_Ver.1] /o Request for Proposal (RFP)# 22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" EXHIBIT A SCOPE OF SERVICES The terms"Contractor" and Third-Party Administrator"may be used interchangeably throughout the Agreement. I. WORKERS COMPENSATION PROGRAM The program is focused on achieving the best medical outcomes for injured workers at the most reasonable cost. To accomplish this, efforts have been initiated and are on-going to partner with the best medical providers in the local community. The program partners with Community Health Partners(CHP)for case management services. CHP works with the Third-Party Administrator(TPA)to assure that injured employees receive timely,appropriate care and to assure compliance with the County's Return to Work Practice.Collier County has established a local network of medicals providers to deliver care according to the appropriate need. A. SCOPE OF SERVICES Contractor agrees to provide the following Scope of Services: • administrative services, • claims services, • first notice of injury services, • loss statistic services, • network access and development services, • medical bill review and audit services, • pharmaceutical benefit management services,and • communicable disease management program services. The County requires full and total transparency in its vendor relationships. Therefore, any commission, service fee or other form of remuneration paid to any agent,broker,lobbyist or third party must be identified throughout the term of the contract. B. ADMINISTRATIVE SERVICES Contractor to provide the following administrative services: 1. In accordance with state mandated time frames,prepare(with the County's assistance)and file with the appropriate state agencies all applications, bonds, documentation, and data required (if any) for implementation and continuance of the program. 2. In accordance with state mandated time frames, prepare, maintain, and file all records and reports as may be required by legal authorities(state, local,and federal). The Contractor shall be responsible for any penalties that result from their failure to provide reports to authorities on a timely basis. 3. Prepare, maintain, and file statistical or other records and reports as required by the County's excess insurers. Report claims to the County's excess insurer(s) in accordance with the requirements of the Page 1 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" excess insurer(s). Provide a copy of the reports to the County. Follow specific written investigation procedures for any case for which the Excess Workers' Compensation Insurer requires specific notification or investigation. 4. In accordance with state mandated time frames, prepare, maintain, and file statistical information required by Workers'Compensation Rating Bureaus or appropriate state agencies,including Electronic Data Interface(EDI)and data necessary for the promulgation of experience modifications. 5. Comply fully with all rules, regulations, guidelines or procedures established by the County and the State of Florida, including EDI. Prepare and submit all state required reports on behalf of the County in a timely manner. 6. Recognize that the County will be continuing a Workers' Compensation program which focuses on respecting the injured worker and the medical providers providing care. Contractor must be committed to work collaboratively with the County to effect program changes and enhancements as requested by the County. 7. Annually,provide the County with a SAS-70 or similar audit,by whatever name called as required by the County's financial auditors. The report with a bridge letter, if necessary,must be submitted to the Risk Management Division during the month of October of each year for the period October 1st through September 30t. 8. Prepare and follow provisions for ensuring that in the event of an emergency, e.g., hurricane preparedness, including how Contractor's services will continue,how the County's employees will be paid indemnity in advance,and how they will be instructed on obtaining medical care. 9. Coordinate and cooperate with any audits associated with the Workers' Compensation program. 10. Assist the County with its Return to Work program, including identifying return to work opportunities and appropriate use of outside vendors. 11. Attend on-site quarterly claims file review meetings with County staff at no additional cost to the County. 12. Be approved by the County's excess carrier(s)as an approved TPA. 13. Coordinate data reporting requirements to the County's actuarial firm to prepare annual actuarial evaluations. C. CLAIMS SERVICES The Contractor shall provide the following claims services: 1. Establish reporting procedures which are compatible with the needs and organizational structure of the County. 2. Provide necessary forms and instructions for use, as needed. Such forms are to include appropriate First Reports of Injury with mailing address of primary recipients preprinted thereon. 3. Provide toll free customer service telephone lines. Page 2 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" 4. Develop specific service instructions with the County for the handling of the County's claims. Develop specific service instructions with the County for the handling of the County's catastrophic claims. 5. Conduct such investigation into the specifics of each individual report of employee injury as in the exercise of professional judgment would seem necessary. Enhanced efforts shall be taken to identify possible fraudulent claims including recorded statements from claimants and discussions with the claimant's supervisors. 6. Recommend settlements or denials subject to the exercise of professional judgment and in accordance with County Resolution 2004-15 as may be amended from time to and in accordance with the applicable Workers' Compensation Law or law of damages. The Contractor shall work in cooperation with the County's appointed attorney in the development of recommendations,the preparation and actuation of all necessary stipulations, compromise,and release agreements. 7. The Contractor will recommend outside professionals such as surveillance personnel,expert witnesses, accident reconstruction experts and others to assist in the investigation, adjustment, and defense of claims. The approval of experts is subject to the provisions of Resolution 2004-15. The County shall select all outside counsel. (a) The Contractor must be able to review all bills for such services for reasonableness and conformity to any pre-established rates or fees and have the ability to adhere to any set pricing schedules. (b) Other firms with whom the County contracts must agree to work collaboratively with these outside professionals, including data sharing, portals and other methods for sharing information. 8. Review all medical bills and bills for other services for which a claim is being made for reasonableness and conformity to rules,regulations,and legally imposed medical and surgical fee schedules. 9. Prepare and maintain files necessary for legal defense of claims and/or other litigation(such as actions for subrogation,contribution, or indemnity)or other proceedings. 10. Where appropriate, attend hearings, depositions, mediations, and other proceedings. The adjuster handling the claim file will provide an updated written file note within 48 hours after the hearing, deposition,mediation or other proceeding. 11. At the request of the County,provide a complete copy of all files involving litigation,potential or actual subrogation,or potential or actual recovery from special or second injury funds to the Director of Risk Management,or their designee. 12. Aggressively pursue all possibilities of subrogation,excess insurance reimbursement,third party liens, contribution,or indemnity and/or recovery from special or second injury funds on behalf of the County. 13. Periodically as appropriate, but at least every quarter, review all open cases and complete a strategic action plan in order to assist in the settlement of the cases. Such written reviews shall include a review and verification of outstanding reserves. Participate in quarterly reviews of field case management progress and legal progress. A written summary of the review shall be documented in the open case file. Page 3 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" 14. Provide rehabilitative services for injured employees including consultation for retraining or reassignment of employees with limited physical performance arising from covered injuries. 15. Aid in communications/coordination with the County's safety and accident prevention program staff as necessary including providing claims data needed to target safety and prevention initiatives. 16. Conduct adequate,timely and complete 24-hour contact investigation of claims regardless of exposure (24 hours from first notice to WC management organization,not 24 hours from when adjuster received). 17. Pay vendor bills(attorneys,surveillance,etc.),within 20 days. 18. Develop and follow appropriate written policies when (i) the injured employee requests a second opinion,(ii)medical evaluation is questioned,or(iii)grievance report is filed. 19. Assist, as appropriate,in the scheduling of independent medical examinations 20. Follow all provisions of Florida Statutes in regard to medical benefit entitlement and administration. D. ACCESS TO CLAIMS SYSTEM The Contractor shall provide the County access to comprehensive on-line real-time electronic claim information data, including reporting capabilities, at no additional cost. If requested,the Contractor shall provide the County with monthly reports, as agreed upon by the parties, in such a format as is acceptable to the County. The Contractor agrees that the County shall have real-time access to all claim files, including all adjuster notes, supervisory notes, field case management notes, diary items, payment records, medical bills and expense bills in an electronic manner with internet-based access available to the County. The system must also permit the County to add notes to the file as needed. Proposals should detail how this access to claim files will be provided. The proposal evaluation process may include review of the adequacy of proposed systems. The County utilizes the Riskonnect, Risk Management Information System, for its internal use. The TPA shall be able to provide and upload financial data to the system on a monthly basis. E. NETWORK ACCESS&DEVELOPMENT SERVICES The Contractor shall provide the following network access and development services: 1. Provide the County access to a provider network that contains appropriate providers outside Collier County. The County is interested in working with the Contractor to assure that high quality providers, particularly in key specialties,are encouraged to participate in the network and who contractually agree to preferred appointment setting criteria, reporting and standards to best address the medical and rehabilitative needs of the County injured employees. Key specialties include internists, orthopedics, neurology, neurosurgery, occupational medicine specialties, pulmonology, infectious disease specialists,ear/nose/throat specialists,allergists,psychiatry and psychology. 2. Assist the County in the development of a client specific network of key providers, as needed, particularly in key specialties. Provide contracting and credentialing services required to develop this Page 4 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)# 22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" client specific network. Provide a local provider relations staff member. Develop and maintain combined directory of customized and traditional providers. 3. Provide peer review and utilization review services,as appropriate. 4. Provide reporting regarding network access,provider costs and outcomes. F. MEDICAL BILL REVIEW AND AUDIT SERVICES The Contractor shall provide the following medical bill review and audit services: 1. For Medical Bill Review: (a) Promptly review medical/surgical bills (in and out of network) for accuracy including, but not limited to,as they relate to the following: (i) Duplicate billings (ii) Unbundling of charges (iii) Up coding of charges (iv) Approval and appropriate precertification. (b) Review all medical bills that: (i) Are not subject to fee schedule coding (ii) Are for services not specifically addressed in the fee schedule (iii) Need an in-depth medical interpretation of the rules and regulations (iv) In the exercise of professional judgment, specifically warrant review. (c) Process,pay, and mail bills within 20 days of receipt. 2. Reimburse the County for any overpayments made in the bill review process, within 30 days of identification of overpayment. Reimburse the County for any penalties and/or interest associated with inaccurate payments. 3. For Medical Auditing Services: (a) Audit in-network and out-network hospital/provider bills (i) Exceeding$5,000 (ii) Where a departmental charge exceeds 10% of the total bill, excluding room and County charges (iii) Others at the Contractor's discretion or specific request by the County for accuracy and appropriateness (b) Develop and follow written policies on how late charges, no show charges and special payment arrangements are to be handled. 4. Develop and provide communication materials to explain the policies and procedures of the Medical Bill Review and Audit Services to: (a) The County (b) Medical providers Page 5 of 11 Exhibit A—Scope of Services C�t� Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" 5. Develop and follow written grievance procedures for provider concerns. G. PHARMACEUTICAL MANAGEMENT SERVICES The Contractor shall recommend a prescription benefit management(PBM)vendor. It is anticipated that the Contractor will sub-contract these services. Details regarding the PBM's services should be provided, including access,utilization review services,coordination of claims data and reporting. Fees for pharmaceuticals or pharmaceutical services shall be reimbursable at the applicable fee schedule amount(F.S.440.13(12Xc)),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 schedule,negotiated,or contract price, whichever is lower. Contractors are requested to address the issue of physician dispensing and the high cost of repackaged drugs. Contractors should describe how their other Florida based clients have handled this issue. H. CONTAGIOUS DISEASE MANAGEMENT SERVICES The Contractor must assist the County in the investigation of and management of the contagious disease management program. When an employee contracts a contagious disease for which there is a likelihood that the disease exposure occurred on the job, the County policy is to treat the illness as a workers' compensation claim. The administrator will be expected to assist in the investigation of these situations, provide quarterly (or more often, at the request of the County) reporting regarding these situations, as appropriate provide disease management services and manage these claims as workers' compensation claims. I. STAFFING REQUIREMENTS Contractors must agree to an average open case load, per adjuster, of no more than 170 cases per licensed adjuster. Contractor shall clearly specify the dedicated staffing which will be provided,assigned titles and duties and the hierarchy of staffing. Additionally, Contractor shall provide details regarding any adjuster case-load maximums which will be applied. J. COST REQUIREMENTS Exhibit B, Fee Schedule of the agreement provides a flat,annual fee for Worker's Compensation Program services performed. The fee will be payable in equal monthly installments with payment due on the first day of each month. Fees must include the taking over of all open claims. Annual pricing shall include up to 10 field file investigations per year at no additional cost.Field file investigation costs above this figure shall be priced separately. Medical bill review and audit services shall be priced separately, shall be billed monthly,and shall be paid to the Contractor by the County upon review and approval of a separate invoice from the Contractor. The Contractor shall also be fully transparent with regard to all fees received for work performed on behalf of the County from whatever source. Page 6of11 Exhibit A—Scope of Services Request for Proposal (RFP)#22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" IL PROPERTY AND CASUALTY PROGRAM The program includes property,crime,general liability,automobile liability and physical damage including subrogation,EMS medical malpractice and public officials' errors and omissions. A. SCOPE OF SERVICES The Contractor agrees to provide all of the following services: • administrative services, • claims services, and • access to claims system The County requires full and total transparency in its vendor relationships. Therefore, any commission, service fee or other form of remuneration paid to any agent,broker,lobbyist or third party must be identified in the proposal and throughout the term of the contract. The flat fee paid by the County must be the only remuneration to the Contractor for services provided to the County and the Contractor must receive no revenue for these services from sub-contractors. B. ADMINISTRATIVE SERVICES The Contractor shall provide the following administrative services: 1. Prepare (with the County's assistance) and file with the appropriate state agencies all applications, bonds,documentation,and data required(if any)for implementation and continuance of the program. 2. Prepare, maintain, and file all records and reports as may be required by legal authorities(state, local, and federal)including Form 1099 and all reporting required for Medicare set aside provisions. 3. Prepare, maintain, and file statistical or other records and reports as required by the County's excess insurers. 4. Prepare, maintain, and file statistical information required by Rating Bureaus or appropriate state agencies. 5. Comply fully with all rules, regulations, guidelines or procedures established by the County and the State of Florida. C. CLAIMS SERVICES The Contractor shall provide the following claims services: 1. Establish reporting procedures which are compatible with the needs and organizational structure of the County. 2. Provide necessary forms and instructions for use, as needed. Such forms are to include appropriate accident reports with mailing address of primary recipients preprinted thereon. 3. Be available on a 24-hour basis and provide immediate response to claims investigation requests Page 7 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" through use of email or cellular telephones. 4. Provide toll free customer service telephone lines. 5. Prepare a work plan that has been approved by Risk Management in the handling ofthe County's claims to include catastrophe claims. 6. Receive and examine on behalf of the County all reports of third-party claims including claims by an employee of one Insured against another Insured. 7. Report claims to the County's excess insurer(s) in accordance with the requirements of the excess insurer(s); request coverage opinions as needed; and secure settlement authority as needed. Follow specific written investigation procedures for any case for which the excess insurer requires specific notification. 8. Within 24 hours after notification of a serious (one requiring more than first aid) third party bodily injury claim,contact the claimant by telephone or in person. Within two working days after notification of any other third-party claim,contact the claimant by telephone or in person. 9. Recommend settlements or denials subject to the exercise of professional judgment and in accordance with County Resolution 2004-15 as may be amended from time to and in accordance with the applicable Law or law of damages. The Contractor shall work in cooperation with the County Attorney or the County's appointed attorney in the development of recommendations,the preparation and actuation of all necessary stipulations,compromise,and release agreements. 10. Conduct such investigation as in the exercise of professional judgment would seem necessary. Follow specific written investigation procedures for any case for which the excess insurer requires specific notification. 11. The Contractor will recommend outside professionals such as surveillance personnel,expert witnesses, accident reconstruction experts and others to assist in the investigation, adjustment, and defense of claims. The approval of experts is subject to the provisions of Resolution 2004-15. The County shall select all outside counsel. (a)The Contractor shall review all bills for such services for reasonableness and conformity to any pre-established rates or fees and have the ability to adhere to any set pricing schedules. (b) Other firms with whom the County contracts must agree to work collaboratively with these outside professionals, including data sharing,portals and other methods for sharing information. 12. Prepare and maintain files necessary for legal defense of claims and/or other litigation(such as actions for subrogation,contribution, or indemnity)or other proceedings. 13. Where appropriate, attend hearings, depositions, mediations, and other proceedings. The adjuster handling the claim file will provide an updated written file note within 48 hours after the hearing, deposition,mediation,or other proceeding. 14. Pay in a timely fashion all claims and expenses pertaining to the County's claims. 15. Assist in the collection of subrogation,excess insurance reimbursement,third party liens,contribution Page 8 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" or indemnity on behalf of the County. 16. Periodically as appropriate, but at least every quarter, review all open cases and complete a strategic action plan in order to assist in the settlement of the cases. Such written reviews shall include a review and verification of outstanding reserves. Participate in quarterly reviews of field case management progress and legal progress. A written summary of the review shall be documented in the open case file. 17. The Contractor shall include a per claim fee for claims requiring only the issuance of a check (data capture and check issuance claims). Examples include minor automobile and property losses that do not include the full services of an adjuster but do require the issuance of a check. D. ACCESS TO CLAIMS SYSTEM The Contractor shall provide the County with the ability to access comprehensive on-line real-time electronic claim information data, including reporting capabilities, at no additional cost to the County. If requested,the Contractor shall provide the County with monthly reports,as agreed upon by the parties, in such a format as is acceptable to the County. The Contractor agrees that the County shall have real-time access to all claim files, including all adjuster notes, supervisory notes, field case management notes, diary items, payment records, medical bills and expense bills in an electronic manner with internet-based access available to the County. Proposals should detail how this access to claim files will be provided. The proposal evaluation process may include review of the adequacy of proposed systems. The County utilizes the Riskonnect, Risk Management Information System. The TPA is tasked with providing updated financial data to the system at a minimum,on a monthly basis. E. STAFFING REQUIREMENTS The Contractor agrees to an average open case load, per adjuster, of no more than 170 cases per licensed adjuster. The Contractor shall clearly outline the dedicated staffing which will be provided,assigned titles and duties and the hierarchy of staffing. Additionally, Contractor shall provide details regarding any adjuster case- load maximums which will be applied. F. COST REQUIREMENTS A. Normal Claims Services. Fees for normal claims services shall be based upon a flat, annual fee. The fee will be payable in equal monthly installments with payment due on the first day of each month. The fee shall include the cost of all adjusting services which are usual and customary to prepare a claim for settlement or closure, whether provided in house or through a subcontractor. The Contractor shall be responsible for retaining subcontracted adjusting services at no additional charge to the County. Examples of these services include automobile damage appraisal or property damage appraisal services. Exceptions must clearly be delineated in the proposal. Annual pricing shall include up to 10 field file investigations per year at no additional cost.Field file investigation costs above this figure shall be priced separately. Fees shall include the taking over of all old claims. Page 9 of 11 Exhibit A—Scope of Services Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" B. Specialized Services. Specialized services not normally provided by an adjusting company and paid to outside vendors shall be excluded from the annual fee(normal adjusting services)and billed directly to the file at expense cost. Specialized services include the hiring of experts, accident reconstruction specialists, private investigators, engineers, attorneys, economists, process servers or other such services necessary to support a claim or litigated file. C. Catastrophe Claims Services. Catastrophe adjusting services, to include named storm property adjusting services, shall be priced separately as outlined in Exhibit B,Fee Schedule. The payor of these services may be determined by the County's reinsurance carrier(s)and is subject to their final approval. The Contractor shall clearly delineate the cost of these services in their proposal. D. Data Capture and Check Issuance Services. A per claim fee for claims requiring only the issuance of a check(data capture and check issuance claims)billed as outlined in Exhibit B, Fee Schedule. This fee shall be separate from the annual fee. Examples include minor automobile and property losses that do not include the full services of an adjuster but do require the issuance of a check.The Contractor shall bill the cost of this service on a monthly basis including backup claims reference information to justify payment. [END OF SECTION II] Page 10of11 Exhibit A—Scope of Services Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" III. GENERAL REQUIREMENTS A. COMPLIANCE. It shall be the responsibility of the Contractor to comply with all rules and regulations promulgated by the various state agencies prescribing the practices and procedures of self-insurer service companies. Contractor will be responsible for all required(EDI), Division of Workers Compensation(DWC)reporting. B. OWNERSHIP OF RECORDS AND DATA. The County shall have all right,title, interest, and ownership to all loss statistics and claim files created as a result of the services to be provided by the Contractor. Further,at the sole option of the County and upon ten(10)days written notice,the Contractor shall return such files to the County. At the termination of the contract, at the sole expense of the Contractor,the Contractor shall provide the County with computer media containing all of the claim data. Such data shall be made available in a format generally importable into a commonly recognized database for claims administration services. C. AUDIT. At the sole option of Collier County, Third-Party Administrator(TPA)shall agree, at no additional cost to cooperate with any audits conducted by Collier County or Collier County's designee(hereinafter,"Auditor")of TPA's claim files and procedures as they relate to the services under this Agreement. Collier County shall have the right to audit during the contract period and for five years following the termination of the Agreement. D. RECORDS DEFINED. The term "Records," shall mean all documentary and electronic records of TPA and TPA's subcontractors that are related to the services performed under this Agreement including,but not be limited to: • Financial records (including accounting records, payroll records, timesheets, audited and unaudited financial statements) • Contracts (including contracts with subcontractors and contracts between subcontractors and others) • Contractor performance data • Network and provider agreements • Cost data E. PROPRIETARY DOCUMENTS. To the extent TPA or TPA's subcontractor designates any "Records"requested for audit as"Proprietary Records" (i.e., containing confidential information, trade secrets,or private information),TPA shall be allowed to limit the access of Auditor such that Auditor will only be permitted to review such Proprietary Records in controlled conditions at a TPA chosen location. With respect to such Proprietary Records,Auditor's rights will be limited to on-premises review of such Records and Auditor will not be permitted to retain copies or make reproductions of such Records. Such designation of Records as proprietary by TPA or TPA's subcontractor shall only be made to the extent reasonable grounds exist for TPA or TPA's subcontractor to protect the information contained in such Records. F. INTERNAL AUDIT. The Contractor must demonstrate that they maintain an ongoing internal audit practice that is commensurate with generally accepted accounting principles.They must also show that they maintain an ongoing internal claims audit practice to assure that claims are processed in accordance with generally accepted claims practices. Page 11of11 Exhibit A—Scope of Services Exhibit B Fee Schedule ❑Q following this page (pages through 4 ) ❑ this exhibit is not applicable Page 16 of 17 General Service Agreement[2022_Ver.1] 0 Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" Exhibit B FEE SCHEDULE WORKERS' COMPENSATION January 1, 2023 through $39,500/per year December 31, 2027 The annual fee includes the takeover of all old claims Field Investigation Fees (for $85/hour plus expenses`expenses,such as police reports,appraisal reports,etc. investigations exceeding 10 Expenses require pre-approved written approval by the Risk Management per year) Director, or designee. All miles driven at$0.44.5 cents per mile. Mileage charges will be incurred only for time and travel occurring within Collier County's boundaries. There will be no charge for travel time to or from the County Medical Review and Bill Audit $7.95/per bill audited and 30% savings over Fee Scheduled Savings Services Charge Retrospective bill review/hospital bill audits and out-of-network negotiated bills will be billed at 30% of savings over and above Fee Schedule savings. PROPERTY AND CASUALTY (NORMAL CLAIMS SERVICES) January 1, 2023 through $128,500/per year December 31, 2027 The annual fee includes takeover of all old claims. The annual fee does not include the Allocated Loss Adjusting Expenses (ALAE) services listed on page 43 of Contractor's Proposal. Field Investigations Fee (for $85/hour plus *expenses, such as police reports, appraisals reports, etc. investigations exceeding 10 Expenses require pre-approved written approval by the Risk Management per year) Director, or designee. Field Investigations may include recorded statements, and scene inspections needed to determine liability. Those fees are listed under the Property Fee Schedule. All miles driven at. $0.44.5 cents per mile. Mileage charges will be incurred only for time and travel occurring within Employer's/County's boundaries. There will be no charge for travel time to or from the County Page 1 of 4 Exhibit B—Fee Schedule CAU Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" STANDARD PROPERTY FEE SCHEDULE LOSS AMOUNT SERVICE FEE $0.01 —$ 500.00 $240.00 500.01 — 1,000.00 $275.00 1,000.01 —2,500.00 $405.00 2,501.00—5,000.00 $498.00 5,000.01 —7,500.00 $585.00 7,500.01 —10,000.00 $715.00 10,000.01 —15,000.00 $885.00 15,000.01 —20,000.00 $1,000.00 20,000.01 —30,000.00 4.5% of Loss—$1,100 minimum 30,000.01 —40,000.00 3.5% of Loss—$1,400 minimum 40,000.01 —55,000.00 3.0% of Loss—$1,485 minimum 55,000.01 —70,000.00 2.5% of Loss—$1,700 minimum 70,000.01 —90,000.00 2.0% of Loss--$1,800 minimum 90,000.01 —100,000 2.0% of Loss--$1,900 minimum Over 100,000.01 Billed at Time and Expense 1. Above fees include local telephone, file creation, copying, and secretarial support 2. Full Repair Cost—Agreed cost to repair or replace before applying depreciation, deductible, or other clauses limiting coverage. 3. In addition to the schedule, the following charges will be made: a. All miles driven at$0.44.5 cents per mile. Photo- $1.00 each b.Specialized Services: Outside fees, (Engineers, Experts, Building Consultants, etc.), official reports (Fire, Police, etc.)direct administrative support,telephone, fax copies, transcription and other direct expense at cost(these fees do not apply to catastrophes). 4. All Denials and Subrogation services will be charged Time and Material as follows: Title Hourly Rates: Adjuster $90.00 Expense Executive General Adjuster $150.00 per hour General Adjuster: $135.00 per hour Managers: $125.00 per hour In addition to the hourly rate, administrative expenses of 20%will be added to the time and material amount billed. Page 2 of 4 Exhibit B—Fee Schedule Request for Proposal (RFP)# 22-7971 "Property & Casualty and Worker's Compensation Third Party Administrator Services" CATASTROPHE PROPERTY FEE SCHEDULE LOSS AMOUNT SERVICE FEE $0.01 —$2500.00 $550.00 2500.01 — 5,000.00 $675.00 5,000.01 —7,500.00 $780.00 7,501.00—10,000.00 $935.00 10,000.01 —15,000.00 $1,140.00 15,000.01 —20,000.00 $1,280.00 20,000.01 —30,000.00 $1,430.00 30,000.01 —40,000.00 $1,650.00 40,000.01 —55,000.00 3.5%of Loss—$1,830 minimum 55,000.01 —70,000.00 3.0% of Loss—$2,075 minimum 70,000.01 —90,000.00 2.5% of Loss—$2,185 minimum 90,000.01 —100,000.00 2.5% of Loss—$2,380 minimum Over 100,000.01 2.5%of Loss--$2820 minimum 1. Loss Amount—The total loss amount before applying policy limits, depreciation, deductible, or other clauses limiting coverage 2. In the event of a catastrophe billing will be done at a cost of$175/party. 3. In addition to the schedule, the following charges will be made: a. All miles driven at$0.44.5 cents per mile. b. Specialized Services: Outside fees, (Engineers, Experts, Building Consultants, etc.), official reports (Fire, Police, etc.)direct administrative support,telephone, fax copies, transcription and other direct expense at cost. 4. Services billed at Time and Material: • All Denials after loss inspection will be invoiced at the lowest fee schedule with preparation of denial letters and additional correspondence. • Partial Denials and Denials with Estimates will be invoiced at the corresponding fee schedule with preparation of Denial letters and additional correspondence. • Additional Administrative tasks, including preparation of Proof of Loss packages. • Subrogation efforts • Reinspection Title Hourly Rates: Adjuster $90.00 per hour Executive General Adjuster $165.00 per hour GA/Manager/Supervisor: $135.00 per hour In addition to the hourly rate, administrative expense of 20%will be added to the time and expense amount Page 3 of 4 Exhibit B—Fee Schedule Request for Proposal (RFP)#22-7971 "Property& Casualty and Worker's Compensation Third Party Administrator Services" billed. Additional drive time required due to any unusual circumstances created by a catastrophe event will be charged at Time and Material DATA CAPTURE AND CHECK ISSUANCE SERVICES Fee per Data Capture and Check Issuance: $99.00/issuance Page 4 of 4 Exhibit B—Fee Schedule0 ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) kiwiii....../- 04/22/2022 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 CONTACT NAME: Margl Furey Al Purmort Insurance PHONE (941)924-3808 FAX 3340 Bee Ridge Road (A/C, /C No,Eat): (A/C,No): (941)924-8799 g ADDRESS: mfurey@shepherdins.com INSURER(S)AFFORDING COVERAGE NAIC# Sarasota FL 34239 INSURERA: Cincinnati Insurance 10677 INSURED INSURER B: Zenith Insurance Company 13269 Johns Eastern Company Inc INSURER C: Federal Insurance (Chubb&Son Inc.) 002084 P.O.Box 110259 INSURER D: INSURER E: Lakewood Ranch FL 34211-0004 INSURER F: COVERAGES CERTIFICATE NUMBER: 22/23 Master w/Crime 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. INSR AUUL'SUBR LTR TYPE OF INSURANCE INSD W MM/DD VD POLICY NUMBER POLICY EFF POLICY EXP ( ) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ 500,000 MED EXP(Any one person) $ 10,000 A Y ENP 0601136 02/01/2022 02/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- PRODUCTS $ 2, JECT LOC 000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ 100,000 A OWNED SCHEDULED Y ENP 0601136 02/01/2022 02/01/2023 BODILY INJURY(Per accident) $ 300,000 AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) $ 100,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE ENP 0601136 02/01/2022 02/01/2023 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE Y NIA M1099011 01/01/2022 01/01/2023 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 500,000 If yes,describe under E.L.DISEASE-EA EMPLOYEE $ DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 Limit $5,000,000 Crime C 82117112 05/01/2022 05/01/2023 Retention $25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners,OR Board of County Commissioners in Collier County,OR Collier County Government,OR Collier County are included as additional insured on a primary and non-Contributory basis in regards to the General Liability&Commercial Automobile Liability,when required per written contract,but only in accordance with policy terms,provisions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Bldg.C-2 AUTHORIZED REPRESENTATIVE Naples FL 34112 „� i xv ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Certificate of Liability Insurance LI Coverage provided by Claim Professionals Liabililty for J C1_AIM p___.SON ._. 1 IA _,. ,,,. ANGt GOMF�ANY Insurance Company, RRG.This certificate is issued A R�er� rt,oH o.o... information purposes only and confers no rights to or l upon the Certificate Holder. It does not extend nor alter PO Box 346,Myrtle,MS 38650 the coverage under the policies itemized in this Certificate of Insurance. Telephone:714.731.7860 Fax:714.731.4605 Certificate Holder Additional Insured? No Named Insured Collier County Board of County Commissioners Johns Eastern Company, Inc. Purchasing Department PO Box 110259 Procurement Services Lakewood Ranch, FL 34211-0004 3295 Tamiami Trail East Naples, FL 34112-4901 dlederer@JohnsEastern.com This is to certify that the policies of insurance described below have been issued to the insured named above for the policy period indicated below. The insurance afforded by the policies described by this certificate is subject to all the terms, conditions, and exclusions of such policies. Limits shown below may have been reduced by paid claims. Policy Policy Policy Type of Insurance Number Effective Date Expiration Date Limits Errors and Omissions, CP 40116-18 5/15/2022 5/15/2023 Each Occurrence $5,000,000.00 a Claims Made Policy General Aggregate $5,000,000.00 Deductible $25,000.00 General Liability, CP 40116-18 5/15/2022 5/15/2023 Each Occurrence $1,000,000.00 a Claims Made Policy General Aggregate $2,000,000.00 Deductible $25,000.00 Description of Insured's Operations Adjusting, investigation,surveying and damage appraisal of claims or losses for insurance companies,self-insured entities, TPA services, and JECO Excess Agency, Inc. Cancellation Should any of the above policies be cancelled before the expiration date thereof, Claim Professionals Liability Insurance Company will endeavor to mail 30 days written notice to the certificate holder named herein.but failure to mail such notice shall impose no obligation or liability of any kind upon the company or its agents or representatives. 4/^_1/202^_ Authorized Signature: `a ��t _e_'�-~�! Changes to this document are expressly forbidden unless specifically authorized by the Company. Client#: 1432613 JOHNSEAS1 ACORa, CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/YYYY) 02/04/2022 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT TracyLynn Blaisdell US! Insurance Services LLC PHONE FAX 2502 N Rocky Point Dr. Suite 400 E MAILo E'")'855 874-0777 (A/C,No ADDRESS: selectcommercial@usi.com Tampa, FL 33607 INSURER(S)AFFORDING COVERAGE NAIC S 855 874-1270 ACE American Insurance Company _._.......... INSURER A: 22667 INSURED INSURER B: Johns Eastern Company, Inc. INSURER C: P.O. Box 110259 INSURER D: Bradenton, FL 34211 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DDNYYY) (MM/DDNYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability D9510065A 02/09/2022 02/09/2023 $5,000,000 $25,000 Retention DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S34873760/M34873750 TLBEW