844* Johns Eastern Co., Inc. Renewal Agrmt 44 5 q
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019
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OFFICE OF HUMAN RESOURCES AND RISK MANAGEMENT
TRANSMITTAL MEMORANDUM
To: City Clerk
i/
RE: Request for Services
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
❑ Development Order n Mayor's signature
n Final Plat (original mylars) ❑ Recording
El Letter of Credit n Rendering
n Maintenance Bond El Safe keeping (Vault)
n Ordinance El Record Custodian
n Performance Bond
n Resolution
❑
Once completed, please:
n Return original
n Return copy
Special Instructions:
Original Renewal Agreement for Johns Eastern Co. Inc. as City's Workers Compensation Third
Party Claims Administrator period 10 /1 /11 to 9/30/11.
Please advise if you have any questions regarding the above.
Thank ou!
, 17-/ei) /d -24- I/
From Date
T:\Dept_forms \City Clerk Transmittal Memo - 2009.doc
EXHIBIT A
WORK ORDER FORM
Work Order Number 2012-01
OF SANFORD FLORIDA
Master Agreement/Contract Number: N/A 'Dated: 9/18/2011
Contract/Project Title Insurance and Workers Compensation Services per Attached Scope
Solicitation No: -- Sanford Project No. -- 'Purchase Order No. --
Consultant/Contractor: Johns Eastern Company, Inc.
Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail Address =`
Special Account Services; 6015 Resource Lane; Lakewood Ranch, FL 34202; Attention Laura K. Lowe, (�
Director of TPA Operations Tel: 941.527.3100 Fax: 941.527.4040 email: Laura Lowe [LLowe @JohnsEastern.com]
ATTACHMENTS TO THIS WORK ORDER METHOD OF COMPENSATION
DRAWINGS /PLANS /SPECIFICATIONS FIXED FEE BASIS
X SCOPE OF SERVICES _ TIME BASIS -NOT TO EXCEED AMOUNT
SPECIAL CONDITIONS _ TIME BASIS - LIMITATION OF FUNDS
X PRICING IINFORMATION UNIT PRICE BASIS -NOT TO EXCEED AMOUNT
TIME FOR COMPLETION: Continuing Level of Effort Until September 30, 2012
Effective date- this Work Order: 1- Oct -11
Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution
of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet
the stated completion requirement may be grounds for termination for default.
Work Order Amount: Dollars Expressed in Numbers: $ See Attached
Dollar Amount Written Out: See Attached
In Witness Where of, the parties hereto have made and executed this Work Order on the
respective dates under each signature: The City through its City Manager and the Consultant/Contractor
by and through its duly authorized corporate officer having the full and complete authority to execute same.
ATTEST: CONSULTANT /CONTRACTOR
j -j— / Signature
igna ure, Corporate President
Corporate Officer (printed name and title) Corporate President, Printed Name
Date: / 0 - 3 - / /
ATTEST: CITY OF SANFOR ..
o
City Clerk Nort• . Bonapart , Jr. City Manager
Date:
WORK ORDER TERMS AND CONDITIONS
1. By accepting this Work Order (WO) the ContractorNendor /Contractor accepts all of the Terms and
Conditions included herein. The Buyer is the City of Sanford, Florida, hereinafter referred to as the
"City ". The term "City" is used in a broad sense to include its employees, directors, officers, agents,
volunteers, etc.
2. All information referenced is hereby incorporated into the WO. These Terms and Conditions may be
varied only by written amendment signed by the parties. All modifications in performance, including but
not limited to, extensions of time, renewal, or substitution are void absent dually signed amendment by
the parties. Time is of the essence of the lawful performance of the duties and obligations contained in
the Work Order. The Vendor /Contractor agrees that Vendor /Contractor shall diligently and expeditiously
pursue Vendor /Contractor's obligations.
3. Cancellation rights reserved by the City. The City may cancel this WO in whole or in part at any time for
default by written notice to the Vendor /Contractor. The City shall have no liability to the
Vendor /Contractor beyond payment of any balance owing for Material purchased hereunder and
delivered to and accepted by the City prior to the Vendor /Contractor's receipt of the notice of
termination.
4. Terms of shipping are F.O.B. the City's delivery location unless otherwise noted within the terms of this
WO. Regardless of the indicated F.O.B. point, the City does not accept title until the delivery is
acknowledged by an authorized City representative"
5. Prices stated on this WO are firm, all inclusive and consistent with applicable negotiations, bid(s) and /or
quotations. The City is exempt from the Florida Sales and Use Tax and will furnish the
Vendor /Contractor with proof of tax exemption upon request. Extra charges for any purpose will not be
allowed unless explicitly indicated on the WO. This order is hereby cancelled, if pricing is omitted.
6. The Vendor /Contractor warrants that any material or equipment supplied hereunder is new, unused
condition and free from defects in title, workmanship, defects in design and in full compliance with the
specifications defined by the City in the order. The goods or services furnished under this WO are
covered by commercial warranties for such goods or services and that the rights and remedies
provided therein are in addition to and do not limit those available to the City. A copy of these
warranties and all applicable manufacturer's warranties shall be furnished at the time of delivery.
7. The City reserves the right to conduct any inspection or investigation to verify compliance of the goods
and /or services with the requirements of this Work order and to reject any delivery not in compliance If
any deficiency is not visible at the time of delivery the City reserves the right to take and /or require
appropriate corrective action upon the discovery of any deficiency, non - compliance, or defect
8. All tools or property furnished to the Vendor /Contractor by the City shall remain the property of the City,
be subject to removal upon the City's demand, be used only on behalf of the City, be maintained in
good order, and be clearly identified as property of the City. The Vendor /Contractor assumes any and
all liability of whatsoever type or nature for loss or damage to such property.
9. The Vendor /Contractor agrees to comply with all Federal, State of Florida, Seminole County, City laws,
ordinances, regulations, authority and codes and authority having jurisdiction over the purchase.
10. To the fullest extent permitted by law, the Vendor /Contractor shall indemnify, hold harmless and defend
the City, its agents, servants, officers, officials and employees, or any of them, from and against any
and all claims, damages, losses, and expenses including, but not limited to, attorney's fees and other
legal costs such as those for paralegal, investigative, and legal support services, and the actual costs
incurred for expert witness testimony, arising out of or resulting from the performance or provision of
services required under this Agreement, provided that same is caused in whole or in part by the error,
omission, act, failure to act, breach of contract obligation, malfeasance, officers, officials, employees, or
agents. Additionally, the Vendor /Contractor accepts responsibility for all damages resulting in any way
related to the procurement and delivery of goods or services contemplated in this Work order. Nothing
herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section
768.28, Florida Statutes.
11. The Vendor /Contractor shall not assign this WO, any rights under this WO or any monies due or to
become due hereunder nor delegate or subcontract any obligations or work hereunder without the prior
written consent of the City.
WORK ORDER TERMS AND CONDITIONS -Page 2
12. The Vendor /Contractor shall not disclose the existence of this WO without prior written consent of the
City except as may be required to perform this WO.
13. All Material purchased hereunder must be packaged to ensure its security and delivery in accordance
with the City's shipping and packaging specification and good commercial practice. Each package shall
be labeled indicating the addressee of each package or shipment and the applicable WO number. All
shipments shall comply with HAZMAT requirements including, but not limited to, (DOT) regulations
published in 49CFR 1399, OSHA regulations 29 CFR 4999.
14. The Vendor /Contractor shall perform the obligations of this WO as an independent contractor and
under no circumstances shall it be considered as agent or employee of the City.
15. The Vendor /Contractor ensures that its personnel shall comply with reasonable conduct guidelines and
City policies and procedures.
16. After each delivery, the Vendor /Contractor shall provide to the "bill to address" an original, "proper
invoice" (single copy) which includes: a) Vendor /Contractor's name(dba), telephone number, mailing
address; b) City's P.O. Number; c) Date of invoice; d) Shipping date; e) Delivery date; f) Payment
terms; g) Description of goods /services; h) quantity; i) Unit price; j) Extended price; k) Total. The City
has the right to reconcile invoice with the WO and adjust payment accordingly to comply with the WO.
Payment will be made only to the Vendor /Contractor identified on the WO and for received and
accepted goods /services. The City shall have right at any time to set -off any amounts due to the
Vendor /Contractor against any amounts owed to the City by the Vendor /Contractor and shall in the
case of Vendor /Contractor default retain the right to further adjust payments as consistent with the best
interests of the City.
17. Payment of invoices will be in compliance with Chapter 218, Part VII of Florida Statutes, City Ordinance
No. 3029, Purchasing Policy of the City and the stipulations, terms and conditions of this WO. Any cash
discount period will date from receipt of invoice, receipt of actual delivery or date of invoice, which ever
is later.
18. If this WO involves the Vendor /Contractor's performance on the City's premises or at any place where
the City conducts operations, the Vendor /Contractor shall request information from the Purchasing
Manager regarding insurance coverage requirements. In circumstances where insurance is required,
Vendor /Contractor shall provide proofs of insurance required by the City, or City reserves the right to
cancel this Work Order, immediately suspend performance by the Vendor /Contractor at
Vendor /Contractor's expense and prohibit access to City premises until such proofs of insurance is
verified Noncompliance with this item shall place the Vendor /Contractor in default and subject to
disbarment from the City's Vendor /Contractor List.
19. The failure of the city to enforce any provision of this WO, exercise any right or privilege granted to the
City hereunder shall not constitute or be construed as a waiver of any such provision or right and the
same shall continue in force.
20. The Vendor /Contractor shall notify the Purchasing Manager of any inherent hazard and applicable
precautions, protective measures and provide any additional relevant information, including MSDS,
related to the Material being purchased herein.
21. The City shall have the right at no additional charge to use all or portions of material found in the
Vendor /Contractor's applicable literature relevant to the purchase. The Vendor /Contractor agrees to
advise the City of any updated information relative to the foregoing literature and documentation with
timely written notice.
22. A person or affiliate who has been removed from the City's Vendor /Contractor List may not submit a bid
or transact business with the City in excess of Category Two for a period of thirty -six (36) months from
the date of being removed from the City's Vendor /Contractor List.
23. In compliance with 8 U.S.C. Section1324a(e) [Section 274A(e) of the Immigration and Nationality Act
(INA)], the City will not intentionally make an award or upon discovery of a violation will unilaterally
cancel this WO with any contractor who knowingly employs unauthorized alien workers.
WORK ORDER TERMS AND CONDITIONS -Page 3
24. This WO shall be govemed by and interpreted in accordance with the laws of the State of Florida. In
any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of
the Eighteenth Judicial Circuit in and for Seminole County, Florida
This is the Tenth Addendum to the Agreement entered into between Johns Eastern Company, Inc.,
hereinafter called the SERVICE AGENT, and the CITY OF SANFORD, hereinafter called the CLIENT, dated
the 1st day of October 2001.
This Addendum affects the remuneration to be paid by the CLIENT to the SERVICE AGENT for the
handling of claims with a date of loss of October 1, 2011 through September 30, 2012. All other terms of the
original Contract remain unchanged.
The remuneration to be paid to the SERVICE AGENT under this Agreement by the CLIENT for
workers' compensation claims handling and safety services during the term of this Agreement shall be as follows:
4. Allocated Claims Expenses. Charges for services below are billed at negotiated rates for vendors selected by
CLIENT /SERVICE AGENT unless otherwise outlined below. "Allocated Claims Expenses" shall be defined as
expenses arising in connection with the settlement of claims, which shall be defined as expenses directly
allocated to a particular claim to be discharged from the accounts funded by the CLIENT specified in Paragraph
3, including, but not limited to:
a. Attorneys' and legal assistants' fees for claim and any lawsuits, before and at trial, on
appeal, or otherwise;
b. Court and other litigation and settlement expenses, including, without limitation:
(i) Medical examinations to determine extent of liability;
(ii) Expert medical and other testimony;
(iii) Laboratory, X -ray and other diagnostic tests;
(iv) Autopsy, surgical reviews, and other pathology services;
(v) Physician and related fees and expenses in reading, interpreting, or performing
any of the foregoing tests or services;
(vi) Stenographer, process server, and other related trial preparation, trial, settlement,
and court costs;
(vii) Witnesses fees and expenses before and at trial, deposition, settlement
discussions, or otherwise; and
c. Fees and expenses for surveillance, private investigators, or otherwise,
d. Fees for the indexing of injured claimants,
e. Fees for any work done outside the office, including, but not limited to, field
investigations necessary to determine compensability, liability, Special Disability Trust
Fund or subrogation recoverability, claimant control, attendance at mediations, hearings
and depositions, attendance at management meetings, attendance at medical consultations
or hearings, appraisals, case management, recorded statements,
f. Fees for overnight or special mail service for various documents,
g. Fees for examining and reducing hospital and medical bills as appropriate, $5.95 per bill and
30% of all savings over and above Fee Schedule reductions.
h. Photocopying and/or CD -ROM copies, review of relevant documentation.
i. Pre- Certification of Hospital Admissions, On -Site Case Management, Peer Review, Medical
Care Audits, and Hospital Bill Audits.
j. Medicare Set -Aside (MSA) services to include; recommendation for MSA submission, MSA
cost projection, MSA submission, liability MSA services, comprehensive drug utilization
review, lien search, conditional lien dispute, projection update.
5. Compensation for the Service Agent: For performing its services under this Agreement, the Service Agent
shall be entitled to the following compensation:
a. Fees for claims
handlin g for the Client for exposures whose dates of loss fall between
October 1, 2011 and September 30, 2012 will be a minimum and deposit of $16,000.00.
This fee will be billed annually.
b. The above fee contemplates handling 55 workers' compensation exposures. If the
number of exposures exceeds 55, then the fees will be $320.00 per lost time or medical
only exposure. The minimum and deposits covers all claims management/administration
and data processing services. All years are subject to audit.
c. Information Services — Optional programs available. If selected by Client, Service Agent
will bill accordingly.
• Online NOI (Pre -fill) $1,000.00 (per year)
• Ad Hoc Report Library $1,000.00 Setup Fee (one time charge)
$250.00 per login & password (per year)
• Ad Hoc Report Library $1,500.00 Setup Fee (one time charge)
$400.00 per login & password (per year)
6. Excess Reporting Obligation - Unless otherwise specified in this addendum, Service Agent agrees that
reporting claims to excess insurance carrier is the Service Agent's responsibility. It is the responsibility of the
Client to provide accurate coverage information regarding any insurance policies insuring claims covered by
this contract. The information for all claim years that the Service Agent is handling will be made available to
the Service Agent within 90 days of contract inception. New insurance information on renewal years will be
made within 90 days of renewal date. Excess information will include name and claims reporting address and
phone number of all carriers, policy number, effective dates, limits of liability, deductibles, specific retentions
and loss funds. Actual policies will be provided. This information is required for each claim year that the
Service Agent is handling for the Client. If this information is not made available as outlined in this paragraph,
Service Agent will not be responsible for any penalties, interest, or reductions in excess recoveries because of
late reporting.
7. Continuing handling of Claims After Termination of Contract or Legally Imposed Mandates. Upon
termination of this Agreement as set forth in paragraph 8, the Service Agent agrees to continue handling all
claims that have been made and reported to it prior to such date of termination for thirty (30) days unless
the parties have agreed otherwise in writing.
Upon repeal of any service mandated by the workers' compensation law and/or other applicable statutes
and/or regulations, the Service Agent agrees to continue handling all claims under the repealed service that
have been reported to it prior to the date of such repeal for thirty (30) days unless the parties have agreed
otherwise in writing.
Upon exiting, client data will be provided to the new TPA either by a series of attachments to one or more email
messages containing zip files which can be password - protected or via CD ROMS. The claim files may exist as
paper files and will be shipped as such. If the claim files are stored as images in a document retrieval system,
they will be provided via CD ROM or the most current means of providing data. The cost for this will be no
greater than $3,500.00. The Client will be billed for any additional programming to help in data transfer.
12. Miscellaneous.
b . All notices, requests, demands and other communications which are required or may be
given under this Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered; when transmitted if transmitted by telecopy,
electronic telephone line facsimile transmission, or other similar electronic or digital
transmission method; the day after it is sent, if sent by recognized expedited delivery
service; and five (5) days after it is sent, if mailed, certified or registered mail, return
receipt requested, postage prepaid. In each case, notice shall be sent to:
If to Client: City of Sanford
PO Box 1778
Sanford, FL 32772
If to the Service Agent: Johns Eastern Company, Inc.
Post Office Box 110259
Lakewood Ranch, FL 34211 -0004
or to such other address as either party may have specified in writing to the other using the
procedures specified above in this Paragraph.
All other terms of the contract remain unchanged.