Full Opinion

Third District Court of Appeal State of Florida Opinion filed November 12, 2026. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D25-1634 Lower Tribunal No. 25-13430-CA-01 ________________ AvMed, Inc., Appellant, vs. Miami-Dade County, and Aetna Life Insurance Company, Appellees. An Appeal from the Circuit Court for Miami-Dade County, Peter R. Lopez, Judge. Mark Ferrer & Hayden, and Etan Mark, Jordan Scott Nadel, and Yaniv Adar, for appellant. Geraldine Bonzon-Keenan, Miami-Dade County Attorney, and David M. Murray, Assistant County Attorney, for appellee Miami-Dade County. Foley & Lardner LLP, and Benjamin James Grossman, Mallory Alyssa Neumann, and Robert Hillard Hosay (Tallahassee), for appellee Aetna Life Insurance Company. Before LINDSEY, LOBREE and GOODEN, JJ. GOODEN, J. This case concerns whether section 112.08, Florida Statutes, requires Appellee Miami-Dade County to competitively bid its contract for the professional administrator of its self-insured healthcare plan. We hold that it does not and affirm. 1 I. Florida law authorizes Miami-Dade County to provide health insurance for its about 30,000 employees, retirees, and their families. See § 112.08(2)(a), Fla. Stat. (2025). To do so, the County may either purchase insurance or self-insure a plan. Id. Since 2008, the County has chosen the second option and self-insured its group healthcare program. Under the plan, the County is tasked with designing and funding the program and for paying members’ eligible medical expenses. No insurance carrier assumes responsibility for those payments. From the program’s inception, Appellant AvMed, Inc. has served as its professional administrator. AvMed processes claims, provides customer service, and performs reporting and other administrative functions. The County pays AvMed administrative fees for these services. Over the years, 1 We affirm AvMed’s other arguments without further comment. 2 the County has awarded AvMed the contract through competitive bidding or a bid waiver. AvMed’s most recent contract was set to expire on December 31, 2025. In early 2025, the County issued a request for proposals seeking “proposals from qualified organizations interested in providing full administrative services, for the County’s Self-Funded Group Healthcare Program (Program) including pharmacy benefits management, disease management and well program services.” The request contained a “Local Preference” provision stating that if a local proposer’s ranking was within five percent of a higher-ranked non-local proposer, the local proposal “shall have the opportunity to proceed to negotiations and the Competitive Selection Committee will recommend that a contract be negotiated with said local Proposer.” Gallagher Benefit Services, Inc. was retained to provide an independent analysis of the proposals. The County received proposals from AvMed, Appellee Aetna, and two others. AvMed is a local vendor, while Aetna is not. Gallagher reviewed the proposals and found that Aetna’s proposal would save the County at least $40 million annually. The Competitive Selection Committee held an evaluation meeting and heard oral presentations from AvMed and Aetna. It thereafter scored the two 3 proposals. Aetna scored higher than AvMed in every category. But AvMed’s total combined score was within five percent of Aetna’s score, triggering the local preference provision. The Committee recommended that the County proceed to negotiations with AvMed. The Committee, however, expressed concerns about awarding the contract to AvMed based on the County’s experience with the company. In light of the statements from the Committee, the Strategic Procurement Department invited AvMed and Aetna to submit best and final offers. Both companies did so. Aetna again offered the lower cost proposal, which would save the County substantial monies. The County Mayor recommended that the Board of County Commissioners waive competitive bidding and award the contract to Aetna. Before acting on that recommendation, the Board requested a second independent analysis of the proposals. The County, therefore, engaged Aon Consulting, Inc. to conduct the analysis. Aon concluded that Aetna’s proposal was more favorable to the County and was $45.5 million less expensive than AvMed’s proposal. The Board of County Commissioners then held a special meeting at which it heard presentations from Aetna, AvMed, Gallagher, and Aon. By a 7-2 vote, the Board approved the bid waiver and awarded Aetna the contract. 4 Meanwhile, AvMed filed suit against the County and Aetna. It sought a declaratory judgment that the County could not award the contract outside of a competitive process, injunctive relief to enjoin the County awarding the contract to Aetna without competitive bidding, and a petition for writ of mandamus requiring the County to comply with the bidding requirements of section 112.08, Florida Statutes. AvMed also filed an emergency motion for temporary injunction. The trial court temporarily stayed proceedings until the Board awarded the contract. When the Board did so, AvMed amended its complaint and renewed its request for a temporary injunction. The County and Aetna opposed, arguing that section 112.08(2)(a), Florida Statutes, does not require local governments to competitively procure a contract to administer a self-insured plan. They maintained that the Board acted within its authority in awarding the contract to Aetna and that AvMed could not establish the elements necessary for injunctive relief. After an evidentiary hearing at which the parties presented argument and documentary evidence, the trial court denied AvMed’s motion for temporary injunction, request for declaratory relief, and petition for writ of mandamus. The trial court concluded that the County’s contract with a professional administrator is not a “contract for insurance,” and therefore, is 5 not subject to be competitively bid under section 112.08(2)(a), Florida Statutes. The trial court also concluded that, even though the County had initiated a competitive procurement process, it had authority to waive the bidding requirement. The trial court dismissed the action. This appeal followed. II. We usually review orders denying temporary injunctions under an abuse of discretion standard. But if there is a legal issue, such as contract or statutory interpretation, our review is de novo. Telemundo Media, LLC v. Mintz, 194 So. 3d 434, 435 (Fla. 3d DCA 2016). This is one of those cases. III. “[A] temporary injunction is an extraordinary remedy which should be granted only sparingly.” Heslop v. Moore, 716 So. 2d 276, 278 (Fla. 3d DCA 1998). “Thus, the moving party must demonstrate: (1) a substantial likelihood of success on the merits; (2) a clear legal right or interest in the subject matter of the suit; and (3) the likelihood of immediate and irreparable harm because of the unavailability of an adequate remedy at law.” Id. If any of these elements are not met, the motion must be denied. Focusing on the first element, AvMed asserts that the trial court erred in ruling that section 112.08, Florida Statutes, does not require competitive 6 bidding in this case. It contends that self-insured plans, such as this, are “contracts of insurance,” which are required to be competitively bid. The County and Aetna both dispute this interpretation. Therefore, we must determine the reach of the competitive bidding requirements in section 112.08, Florida Statutes. A. “The legislature has accorded counties broad self-governing powers.” Lowe v. Broward Cnty., 766 So. 2d 1199, 1204 (Fla. 4th DCA 2000). These broad powers include the “authority to employ personnel” and “enter into contractual obligations.” § 125.01(3)(a), Fla. Stat. (2025). “The authority to employ personnel includes, but is not limited to, the authority to determine benefits available to different types of personnel,” including “insurance coverage.” Id. Section 112.08, Florida Statutes, prescribes the procedures and options for providing those benefits. Section 112.08, Florida Statutes, was first enacted in 1941. Ch. 20852, § 1, Laws of Fla. (1941). As initially enacted, it allowed local governments to contract with an insurance company for a group insurance plan for its employees. Id. It then authorized the local government to deduct insurance premiums from participating employees’ wages. Id. at § 3. 7 The statute was substantially rewritten in 1976. Ch. 76-208, Laws of Fla. (1976). Among other things, the amendment expanded the options available to local governments by authorizing them to contract with professional administrators and to provide self-insured healthcare plans. Id. The amendment also established competitive bidding requirements for contracts of insurance. Id. Much of the language from this amendment— especially that pertinent to this appeal—is still in the statute today. 2 Presently, section 112.08 reads, in pertinent part: Notwithstanding any general law or special act to the contrary, every local governmental unit is authorized to provide and pay out of its available funds for all or part of the premium for life, health, accident, hospitalization, legal expense, or annuity insurance, or all or any kinds of such insurance, for the officers and employees of the local governmental unit and for health, accident, hospitalization, and legal expense insurance for the dependents of such officers and employees upon a group insurance plan and, to that end, to enter into contracts with insurance companies or professional administrators to provide such insurance or with a corporation not for profit whose membership consists entirely of local governmental units authorized to enter into risk management consortiums under this subsection. Before entering any contract for insurance, the local governmental unit shall advertise for competitive bids; and such contract shall be let upon the basis of such bids. If a contracting health insurance provider becomes financially impaired as determined by the Office of Insurance Regulation of the Financial Services Commission or otherwise fails or refuses to provide the contracted-for coverage or coverages, the local government may purchase insurance, enter into risk management programs, or 2 In 1984, the Legislature added additional subsections concerning self- insurance. Ch. 84-307, §§ 1, 2, Laws of Fla. (1984). 8 contract with third-party administrators and may make such acquisitions by advertising for competitive bids or by direct negotiations and contract. The local governmental unit may undertake simultaneous negotiations with those companies which have submitted reasonable and timely bids and are found by the local governmental unit to be fully qualified and capable of meeting all servicing requirements. Each local governmental unit may self-insure any plan for health, accident, and hospitalization coverage or enter into a risk management consortium to provide such coverage, subject to approval based on actuarial soundness by the Office of Insurance Regulation; and each shall contract with an insurance company or professional administrator qualified and approved by the office or with a corporation not for profit whose membership consists entirely of local governmental units authorized to enter into a risk management consortium under this subsection to administer such a plan. § 112.08(2)(a), Fla. Stat. (2025). AvMed focuses heavily on the first two sentences. It ties the Legislature’s mention of “professional administrators” in the first sentence to the immediately following requirement of competitive bidding. In AvMed’s view, whenever a local government employs a professional administrator, the resulting contract must be competitively bid. But that reading considers the opening sentences in isolation and ignores the remainder of the text, its structure, and the context provided by its other provisions. See Antonin Scalia & Bryan Garner, Reading Law: The Interpretation of Legal Texts 167 (2012) (explaining that “the whole-text canon . . . calls on the judicial interpreter to consider the entire text, in view of its structure and of the 9 physical and logical relation of its many parts.”); Allstate Ins. Co. v. Revival Chiropractic, LLC, 385 So. 3d 107, 113 (Fla. 2024) (“Provisions in the texts of statutes and contracts cannot be viewed in isolation from the full textual context of which they are a part.”). When the statute is read as a whole, it becomes clear that section 112.08, Florida Statutes, treats purchased insurance contracts and self- insured healthcare plans differently and recognizes that a professional administrator may perform different functions in those distinct arrangements. The structure of subsection (2)(a) reinforces this distinction. It addresses three related, but distinct subjects. The first two sentences concern the purchase of insurance. They authorize a local government to pay premiums for health insurance from its available funds and “to enter into contracts with insurance companies or professional administrators to provide such insurance. . . .” Id. It is in this context that the Legislature imposes the competitive bidding requirement: “[b]efore entering any contract for insurance, the local governmental unit shall advertise for competitive bids; and such contract shall be let upon the basis of such bids.” Id. By its express terms, that requirement applies to a “contract for insurance.” 10 The subsection next addresses what a local government may do if its contracting insurance provider becomes financially impaired. In that circumstance, the Legislature gives the local government a choice: it may obtain replacement coverage through competitive bidding or through direct negotiations and contract. Id. Thus, even within the same subsection, the Legislature expressly identifies circumstances in which competitive bidding is required and circumstances in which direct negotiation is permitted. Lastly, the subsection turns to self-insurance. It provides that the local government may “self-insure any plan for health, accident, and hospitalization coverage. . . .” Id. In doing so, it can contract with a professional administrator to manage this plan. The professional administrator must be approved and qualified by the Office of Insurance Regulation. Subsection (2)(b), in turn, prescribes the process for obtaining the Office’s approval of the self-insured plan, including submission of the plan and an actuarial certification and a determination by the Office that the plan is designed to provide sufficient revenues to pay current and future liabilities. Id. at § (2)(b). Notably absent is any requirement of competitive bidding. Given these differences, the Legislature knew how to require competitive bidding when it intended to do so. It did so in the provision 11 governing a “contract for insurance.” It also addressed competitive bidding and direct negotiation when a contracting insurance carrier fails. But when the Legislature authorized self-insured plans, it did not repeat the competitive bidding requirement. Instead, it imposed a different set of safeguards: actuarial review and approval by the Office of Insurance Regulation and the use of a qualified and approved administrator. This distinction matters. “Where the legislature has included a specific provision in one part of a statute and omitted it in another part, we must conclude that it knows how to say what it means, and its failure to do so is intentional.” Paragon Health Servs., Inc. v. Cent. Palm Beach Cmty. Mental Health Ctr., Inc., 859 So. 2d 1233, 1235 (Fla. 4th DCA 2003). See also Myers v. Hawkins, 362 So. 2d 926, 929 (Fla. 1978) (“We presume that the language differentiation was intentional.”); Scalia & Garner, supra, at 170 (“[W]here the document has used one term in one place, and a materially different term in another, the presumption is that the different term denotes a different idea.”). And “we will not imply it where it has been excluded.” Leisure Resorts, Inc. v. Frank J. Rooney, Inc., 654 So. 2d 911, 914 (Fla. 1995). Reading the competitive bidding requirement into the self-insured provision would add a requirement that the Legislature did not include. See 12 Coates v. R.J. Reynolds Tobacco Co., 365 So. 3d 353, 354 (Fla. 2023) (“[W]e do not add words to a statute in the guise of interpreting it.”). It would further disregard the Legislature’s decision to regulate self-insured plans through a different mechanism—mandatory actuarial review and approval by the Office of Insurance Regulation. See Forsythe v. Longboat Key Beach Erosion Control Dist., 604 So. 2d 452, 456 (Fla. 1992) (“It is a cardinal rule of statutory interpretation that courts should avoid readings that would render part of a statute meaningless.”). The statute’s treatment of professional administrators further confirms that their mere involvement does not transform a contract for administration into a “contract for insurance.” Section 112.08, Florida Statutes, contemplates the use of professional administrators in different contexts. A professional administrator may be engaged to obtain the insurance purchased by the local government from an insurance company. Or, a professional administrator may be engaged to manage the self-insured plan. See generally § 626.88(1), Fla. Stat. (2025). The fact that the Legislature used the same term—professional administrator—in these different contexts does not expand the separate competitive bidding requirement beyond the “contract for insurance” to which the Legislature expressly attached it. 13 AvMed also urges us to consider section 110.123, Florida Statutes, which governs the State’s group healthcare program. But that statute does not support AvMed’s interpretation. It uses materially broader language. In a subsection addressing both insurance contracts and self-insured plans, section 110.123 requires competitive bidding “[b]efore entering into any contract. . . .” § 110.123(5)(c), Fla. Stat. (2025). Section 112.08, Florida Statutes, contains no comparable language. Instead, it limits its competitive- bidding requirement to a “contract for insurance.” The Legislature’s use of broader language in section 110.123, Florida Statutes, again confirms that it knew how to require competitive bidding when it intended to do so. It simply did not use that language in section 112.08, Florida Statutes. Accordingly, the plain language and structure of section 112.08, Florida Statutes, leads us to one conclusion: the competitive bidding requirement applies only when a local government enters a “contract for insurance.” It does not apply when the local government contracts with a professional administrator to administer a self-insured healthcare plan. B. Even still, AvMed maintains that a self-insured plan is a contract for insurance. Not so. See Young v. Progressive Se. Ins. Co., 753 So. 2d 80, 85 (Fla. 2000) (“[S]elf-insurance does not constitute insurance in any 14 traditional form.”) (citation and emphasis omitted); State Comprehensive Health Ass’n v. Carmichael, 706 So. 2d 319, 321 (Fla. 4th DCA 1997) (“[S]elf- insurance has not been considered a policy of insurance.”); Lipof v. Fla. Power & Light Co., 558 So. 2d 1067, 1068 (Fla. 4th DCA 1990) (“Self- insurance is not considered a ‘policy’ of insurance. . . .”). See also Fla. Auto. Dealers Self-Insurers Fund v. Plantation AMC/Jeep, Inc., 566 So. 2d 558, 559 (Fla. 4th DCA 1990). Era-appropriate dictionaries confirm the distinction between the two. See City of Doral v. Cabrera, 51 Fla. L. Weekly D1234, at *9 (Fla. 3d DCA June 17, 2026) (“Next, we consult era-appropriate dictionaries.”); Scalia & Garner, supra, at 78 (“Words must be given the meaning they had when the text was adopted.”). A “contract of insurance” is “[a]ny contract by which one of the parties for a valuable consideration, known as a premium, assumes a risk of loss or liability that rests upon the other, pursuant to a plan for the distribution of such risk. . . .” Black’s Law Dictionary 295 (5th ed. 1979). See also Ballentine’s Law Dictionary 643 (3d ed. 1969) (“A contract whereby one person undertakes to indemnify another against loss, damage or liability arising from an unknown or contingent event.”); Webster’s New Twentieth Century Dictionary Unabridged 953 (2d. ed. 1971) (defining “insurance” as “a contract whereby, in return for a fixed payment (premium), the insurer 15 guarantees the insured that a certain sum will be paid for a specified loss: usually called an insurance policy.”); American Heritage Dictionary of the English Language 370 (1981) (defining “insurance” as “2. A contract binding a company to indemnify an insured party against specified loss.”). 3 By contrast, “self-insured” plans are those in which the entity “places aside in a fund sufficient sums to cover liability losses that may be sustained.” Black’s Law Dictionary 724 (5th ed. 1979). See also Ballentine’s Law Dictionary 1158 (3d. ed. 1969) (“An employer engaging to make compensation payments directly to the injured employee in lieu of carrying insurance, he being required, as a condition of dispensing with an insurance carrier to furnish satisfactory proof of financial ability. . . .”); The American Heritage Dictionary of the English Language 1113 (2d Coll. ed. 1982) (defining “self- insurance” as “Insurance of oneself or one’s possessions against possible loss by regularly setting aside funds.”). In any event, self-insured plans and contracts of insurance are fundamentally different. Self-insured plans involve risk retention. Young, 753 So. 2d at 85. The “company, governmental entity or individual chooses 3 These definitions are consistent with the definition contained within the Insurance Code, which was enacted in 1959. See § 624.02, Fla. Stat. (2025) (“‘Insurance’ is a contract whereby one undertakes to indemnify another or pay or allow a specified amount or a determinable benefit upon determinable contingencies.”). 16 not to purchase insurance but rather retains the risk of loss. In order to protect against losses, the self-insured will often set aside funds on a regular basis to provide its own pool from which losses will be paid.” Id. (citing Appleman on Insurance § 1.3, at 10 (2d ed. 1996)). On the other hand, a contract of insurance involves the assumption of risk by one party and an undertaking to indemnify another against loss. See 1 Couch on Ins. § 1:9 (2026) (“The primary requisite essential to a contract of insurance is the assumption of a risk of loss and the undertaking to indemnify the insured against such loss.”); Sec. & Exch. Comm’n v. Variable Annuity Life Ins. Co. of Am., 359 U.S. 65, 73 (1959) (The “true underwriting of risks, the one earmark of insurance as it has commonly been conceived of in popular understanding and usage.”); Prof’l Lens Plan, Inc. v. Dep’t of Ins., 387 So. 2d 548, 550 (Fla. 1st DCA 1980) (including as an element of insurance an assumption of the risk by the insurer). Here, the County retains the risk of paying its employees’ eligible medical expenses. No insurance carrier undertakes to indemnify the County or assumes responsibility for those claims. The professional administrator, in turn, provides administrative services, claims processing, customer service, and reporting for a fee. The County’s contract does not transfer the 17 risk of loss to another or require another to indemnify the County against that loss. It is a contract for administrative services—not a contract for insurance. IV. Section 112.08, Florida Statutes, requires competitive bidding if a local government is purchasing insurance—whether directly from an insurer or indirectly through a plan administrator. It does not require competitive bidding for the local government to contract with a professional administrator to manage its self-insured plan. We, therefore, affirm the trial court’s order of dismissal. AvMed did not meet the elements to obtain a temporary injunction. Affirmed. 18