Item C03BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: March 20 2013
Bulk Item: Yes X No
Division: Employee Services
Department: Employee Benefits
Staff Contact /Phone #: Maria Gonzalez X4448
AGENDA ITEM WORDING: Approval to renew the current contract with Aetna Behavioral
Health, LLC d/b/a Aetna Resources for Living (formerly known as Horizon Health) for one year with
the same terms and conditions.
ITEM BACKGROUND: pn Jan 1 2012 Horizon �'y � r�zon Health changed its name to Aetna Behavioral
Health. The current contract explores on June 1 201 '
• p � 3 • This amendment requests extension for one ear
with all terms and conditions of the on ' aI a y
greeme nt to remain in full force and effect.
PREVIOUS RELEVANT BOCC ACTION:
On May 19, 2010, the B O C C approved the current
contract which expires on June 1 2013.
CONTRACTIAGREEM ENT CHANGES: Exte
nd current agreement for one additional year and
Aetna Behavioral Health, LL �
name of contractor changed from Horizon Health to y
.
STAFF RECOMMENDATIONS; Approval.
approx.
TOTAL COST $32,400 2.16e m iNDIRE •
�T COST. BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:_ $32,400 r�approx SOURCE OF FUNDS:maternal Service Fund
Primarily Ad Valorem
REVENUE PRODUCING: Yes No X AMOUNT OUNT PER MONTH Year
APPROVED BY: Co i
County Atty MBIPurc ng Risk Management g t
DOCUMENTATION: Included X •
Not Required
DISPOSITION:
AGENDA ITEM #
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT S y
Contract with: Aetna Behavioral Health Contract #
LLC dlbla Aetna
Resources for Living
Effective Date: June 1, 2013
Ma
Contract Purpose/Description: Expiration Date: 3152014
Approval of extension of current contract for one year to • provide confidential
counseling services for em to ees and dependents of the B OC Cthe B O C C members and the
Constitutional Officers and their emplovees.
Contract Manager: Maria Gonzalez 4448 _Employee Services/Stop #1
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on March 20, 2013 Agenda Deadline: 3/5/13
CONTRACT COSTS
Total Dollar Value of Contract: $ 32.400 yr C11rrP!nt Vaar Unrf;..r.. Q
Budgeted? Yes
Grant: $
County Match: $
ron.
approx
No Q Account Codes: 502-08002-53 -
� 340
1 M18.80
-
ADDITIONAL COSTS
Estimated Ongoing Costs: $---jyr For:
(Not included in dollar value above) (e . maintenance utilities 'an' ' �t�r2al, sales, etc.)
Date I
Division Director
Risk Management 3 �
O.M.B./Purchasing 3'S13
County Attorney 3�' j
Comments:
OMB Form Revised ?n71[] I MrP R7
CONTRACT REVIEW
Changes Date Out
Needed eviewer
YesO No[vf
f�
YesO No[] 3r 5
Yes[] No0 1
YesO NoF
County of Monroe
The Florida Keys d.
Office of the Employee Services Division Director
The Historic Gate Cigar Factory
1100 Simonton Street, Suite 268
Key west, FL 33040
(305) 292-4458 — Phone
(305) 292-4564 - Fax
TO: Board of Coup Commissioners
s
FROM: Teresa E. Aguiar,
Employee Services Director .
DATE: March 1, 2013
BOARD OF COUNTY COMMISSIONERS
Mayor George Neugent, District 2
Mayor Pro Tem, Heather Carruthers, District 3
Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
SUBJ: Approval to extend contract with
EAP provider for one year
This item requests approval to extend the current contra
ct for one year under the same terms and
conditions, with Aetna Behavioral Health, LLC d/b/a Aetna• Resources for Living (formerly known
as Horizon Health), to provide confidential counseling services in the lower, mi
ddle and upper
keys for employees and their dependents.
The purpose of an Employee Assistance Program is to improve the psychological health of the
employees or dependents experiencing problems which may or are currently affecting the
employee's productivity. Individual problems can range from need for information on child care
to serious difficulties with alcohol or drugs. Other employees will also benefit by being part of a
safer, more productive workforce. In addition, the County has a zero tolerance drug policy and in
accordance with the Drug -Free Workplace Act (F. S. 112.0455) this contracted service is offered to
employees so that they have the opportunity to participate in services related to alcohol and drug
rehabilitation if needed.
This contract provides employees with free confidentia
l counseling services, on site periodic
seminars, orientation sessions, printed materials 24 hour ' webs�te access, 24 hour/seven day a week
live confidential telephone service, Fitness for Du Evaluations
Duty valuations and other related services.
It is recommended that the B DC C approve the contract '
pp for the period of 611113 5131114. If you
tact me at 292-445 S
have any questions, please do not hesitate to eon
.
EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREE
MENT BETWEEN MONROE
COUNTY, FLORIDA AND AETNA BEHAVIORAL HEALTH LLB.
This renewal agreement is entered into b and between the Boar ' Y d of County Commissioners of Monroe
County, Florida; 1100 Simonton Street, Room 2-268 • Key
West, Florida 3 3 040 and Aetna
Behavioral Health, LLC dlbla Aetna Resources for Living,296 5 W. State Road 434, Suite 200; Longwood, FL
32779 ("Contractor") and is to be effective as of June 1 2013.
WHEREAS, on June 1, 2010, the Employer and Horizon Health • Y , an Aetna Company entered Into an
agreement (hereinafter "Agreement") to establish an Employee Assistance "Program")
ce Program (hereinafterfor
the purpose of providing confidential, professional counseling •
p g on personal matters affect 1nd1v1dual s physical
and emotional well-beingfor all full-time y
me regular employees and their dependents with services provided in
lower, middle and u p the
upper keys; and
WHEREAS, the term of the Agreement was for one (1) year and renewable at the County's option for
successive one-year periods until either party gave the other notice of cancellation; and
WHEREAS, Aetna acquired Horizon Health on September 1
, 2009 and continued to perform all
responsibilities of the original agreement; and
WHEREAS, the Employer desires to extend the original a re • agreement for one more year,
NOW THEREFORE, in consideration of mutual covenants an ' d condition set forth below, the parties
agree as follows:
L This one year renewal will commence on June 1 2013 an ' , d w�II expire on May 31, 2014.
2. The name of the contractor is changed wherever it appears
g pp s 1n the agreement from Horizon Health, an
Aetna Company to "Aetna Behavioral Health, LLC dlbla Aetna
Resources for Living."
3. In all other respects the terms and conditions of the original• agreement remain 1n full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed t • this Renewal Agreement this day of
, 2013.
(SEAL)
Attest: AMY HEAVILIN, Clerk
Deputy Clerk
Board of County Commissioners
of Monroe County
Mayor/Chairman
Aetna Behavioral Health, LLC dlbla Aetna Resources for Liv
ing
Bye
Hea o &Chief Psychiatric Officer
By:
Signature
Witness: &Ahq--4-or 1499 alle.
Print Name Signature
> W
W Z
Z T.
Q .Q¢
� �ZQ�
S��
0OQ W Z
WQU
Za
i
O Q u) (1)
4-0
� Q �
EMPLOYEE ASSISTANCE PROGRAM RENEWAL AGREEM
ENT BETWEEN MONROE
COUNTY, FLORIDA AND AETNA BEHAVIORAL HEALTH LL
C.
This renewal agreement is entered into by and between the Board of '
County Commissioners of Monroe
County, Florida; 1100 Simonton Street, Room 2-268; Key
West, Florida 3 3 040 and Aetna
Behavioral Health, LLC dlbla Aetna Resources for Living, 2965 • g, W. State Road 434, Suite 200; Longwood, FL
32779 ("Contractor") and is to be effective as of June 1. 2013.
WHEREAS, on June 1, 2010, the Employer and Horizon Health an • Aetna company entered into an
agreement(hereinafter
"Agreement") to establish an Employee Assistance Program "Program")
gr �here�nafterfor
the purpose of providing confidential, professional counseling g on personal matters affect indlvidual s physical
and emotional wellbeing for all full-time regular employees and •
gtheir dependents with services provided �n the
lower, middle and upper keys; and
WHEREAS, the term of the Agreement was for one ear an on for
(1) y d renewable at the bounty s option p
successive one-year periods until either party gave the other notice of cancellation, •
and
WHEREAS, Aetna acquired Horizon Health on September 1 2 009 and continued to perform all
responsibilities of the original agreement; and
WHEREAS, the Employer desires to extend the original a agreement
gr ent for one more year-
,
NOW THEREFORE, in consideration of mutual covenants an ' d condition set forth below, the parties
agree as follows:
I . This one year renewal will commence on June 1 2013 '
and will expire on May 31, 2014.
2. The name of the contractor is changed wherever it appears
g pp s in the agreement from Horizon Health, an
Aetna Company to "Aetna Behavioral Health, LLC dlbla Aetna
Resources for Living."
3. In all other respects the terms and conditions of the original agreement remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement this day of
)2013.
(SEAL)
Attest: AMY HEAVILIN, Clerk
Deputy Clerk
Board of County Commissioners
of Monroe County
Mayor/Chairman
Aetna Behavioral Health, LLC dlbla Aetna Resources for Livin
g
By: #10V I A /
H d oiAP &Chief Psychiatric Officer
Witness: J/" /& 6nAJA0
Print Name
By: `
Signature
6 Ik
Signature
CONTRACT AGREEMENT
These contract documents should be used only after consultation with counsel. The documents
are not intended as legal advice appropriate to any specific situation, nor do they purport to
address all issues which may arise between the contracting parties. The documents should be
amended or supplemented where appropriate.
MONROE COUNTY
CONTRACT FOR PROFESSIONAL SERVICES
FOR EMPLOYEE ASSISTANCE PROGRAM
THIS AGREEMENT is made and entered into this 1 � dayof , 201 b
� Y
MONROE COUNTY ("COUNTY"), a political subdivision of the State of Florida, whose address
is 1100 Simonton Street, Key West, Florida 33040 and Horizon Health, an Aetna Company
("CONTRACTOR"), whose address is 2965 W. State Road 434, Suite 200; Longwood, FL
32779.
Section 1. SCOPE OF SERVICES
CONTRACTOR shall do, perform and carry out in a professional and proper manner certain
duties as described in the Scope of Services — Exhibit A — which is attached hereto and made a
part of this agreement.
CONTRACTOR shall provide the scope of services in Exhibit A for COUNTY. CONTRACTOR
warrants that it is authorized by law to engage in the performance of the activities herein
described, subject to the terms and conditions set forth in these Agreement documents. The
CONTRACTOR shall at all times exercise independent, professional judgment and shall
assume professional responsibility for the services to be provided. Contractor shall provide
services using the following standards, as a minimum requirement:
A. The CONTRACTOR shall maintain adequate staffing levels to provide the
services required under the Agreement resulting from this RFP process.
B. The personnel shall not be employees of or have any contractual relationship
with the County. To the extent that Contractor uses subcontractors or
independent contractors, this Agreement specifically requires that subcontractors
and independent contractors shall not be an employee of or have any contractual
relationship with County.
C. All personnel engaged in performing services under this Agreement shall be fully
qualified, and, if required, to be authorized or permitted under State and local law
to perform such services.
Section 2. COUNTY'S RESPONSIBILITIES
2.1 Provide all best available information as to the COUNTY'S requirements.
2.2 Designate in writing a person with authority to act on the COUNTY'S behalf on all
matters concerning the EAP.
2.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR.
Section 3. TERM OF AGREEMENT
3.1 The initial Agreement term will be for one (1) year beginning the 1st day of June, 2010
and renewable at the County's option for two (2) additional consecutive one year terms.
3.2 The terms of this Agreement shall be from the effective date hereof and continue for a
period of one year. This Agreement shall be automatically renewed for successive one-year
periods until either party gives the other notice of cancellation in accordance with the terms set
forth below. The Contractor must provide the Contractor with at least ninety (90) days notice of
intent to terminate. The County must provide the Contractor with at least thirty (30) days notice
of intent to terminate. If either party desires to modify this Agreement, it shall notify the other in
writing at feast thirty (30) days prior to the effective date of such modification. In the case of
proposed modification the party receiving the notification of the proposed modification shall itself
notify the other party within ten (10) days after receipt of notice of its agreement to the proposed
modification. Failure to do so shall terminate this Agreement.
Section 4. PAYMENT TO CONTRACTOR
5.1 Payment will be made according to the Florida Local Government Prompt Payment Act.
Any request for payment must be in a form satisfactory to the Clerk of Courts for Monroe
County (Clerk). The request must describe in detail the services performed and the
payment amount requested. The CONTRACTOR must submit invoices to the Director
of Employee Services, who will review the request, note his/her approval on the request
and forward it to the Clerk for payment.
5.2 Continuation of this Agreement is contingent upon annual appropriation by Monroe
County.
Section a. CONTRACT TERMINATION
Either party may terminate this Agreement for cause on no less than thirty (30) days' notice
because of the failure of the other party to perform its obligations under the Agreement.
COUNTY may terminate this Agreement with or without cause upon thirty (30) days notice to
the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date
of termination.
Section B. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
A. CONTRACTOR hereby agrees that he has carefully examined the RFP, his response,
and this Agreement and has made a determination that he/she has the personnel,
equipment, and other requirements suitable to perform this work and assumes full
responsibility therefore. The provisions of the Agreement shall control any inconsistent
provisions contained in the specifications. All specifications have been read and
carefully considered by CONTRACTOR, who understands the same and agrees to their
sufficiency for the work to be done. Under no circumstances, conditions, or situations
shall this Agreement be -more strongly construed against COUNTY than against
CONTRACTOR.
B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by
COUNTY, and its decision shall be final and binding upon all parties.
C. The passing, approval, and/or acceptance by COUNTY of any of the services furnished
by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with
the terms of this Agreement, and specifications covering the services.
D. CONTRACTOR agrees that County Administrator or his designated representatives may
visit CONTRACTOR'S facility(ies) periodically to conduct random evaluations of services
during CONTRACTOR'S normal business hours.
E. CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to COUNTY upon request.
Section 7. NOTICES
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
To the COUNTY: Employee Services Division Director
1100 Simonton Street, Suite 2-268
Key West, Florida 33040
Tel. 305-292-4458
Fax: 305-292-4564
To the CONTRACTOR: Horizon Health, an Aetna Company
2965 W. State Road 434, Suite 200
Longwood, FL 32779
Tel. 407-571-7600 or 800-272-7252
Fax: 407-862-1477
Section 8. RECORDS
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall
have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the term of the agreement and for four years following the
termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that
monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest
calculated pursuant to Section 55.03, of the Florida Statutes, running from the date the monies
were paid to CONTRACTOR.
Section 9. EMPLOYEES SUBJECT To COUNTY ORDINANCE NOS. 010 AND 020-1990
The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its
behalf any former county officer or employee subject to the prohibition of Section 2 of
Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the COUNTY may, in its
discretion, terminate this agreement without liability and may also, in its discretion, deduct from
the agreement or purchase price, or otherwise recover the full amount of any fee, commission,
percentage, gift, or consideration paid to the former County officer or employee.
3
Section 10. CONVICTED VENDOR
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may- not submit a bid on a Agreement with a public entity for the construction
or repair of a public building or public work, may not perform work as a CONTRACTOR,
supplier, subcontractor, or CONTRACTOR under Agreement with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section
287.017 of the Florida Statutes, for the Category Two for a period of 30 months from the date of
being placed on the convicted vendor list.
Section 11. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to agreements made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that
venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
Section 12. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law .unless the enforcement of the remaining terms, covenants, conditions and provisions of
this. Agreement would prevent the accomplishment of the original intent of this Agreement. The
COUNTY -and CONTRACTOR agree to reform the Agreement to replace an stricken provision
. Y
with a valid provision that comes as close as possible to the intent of the stricken provision.
Section 13. ATTORNEY'S FEES AND COSTS
The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, and court
costs, as an award against the non -prevailing party. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the Circuit Court of Monroe
County.
Section 14. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of the COUNTY and CONTRACTOR and their respective legal representatives,
successors, and assigns.
4
Section 15. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Agreement have been duly authorized by all necessary County and corporate action, as
required by law.
Section 16. ADJUDICATION of DISPUTES OR DISAGREEMENTS
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties. If the
issue or issues are still not resolved to the satisfaction of the parties, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by Florida law.
This Agreement shall not be subject to arbitration.
Section 17. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to
the formation, execution, performance, or breach of this Agreement, COUNTY and
CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
Section 18. NONDISCRIMINATION
COUNTY and CONTRACTOR agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
on the part of any party, effective the date of the court order. The parties agree to comply with
all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color,
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-
1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the
basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-
6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of
drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis
of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42
USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug
abuse patient records; 8) Title VI ll of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s. 1201), as may be amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter
13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national
origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11)
any other nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
Section 19. COVENANT OF NO INTEREST
COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that only interest of each is to perform and receive benefits as recited in
this Agreement.
Section 20. CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be required to
comply with the standards of conduct for public officers and employees as delineated in Section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Section 21. NO SOLICITATION/PAYMENT
The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit
or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR
agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
Section 22. PUBLIC ACCESS
The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection
of, all documents, papers, letters or other materials in its possession or under its control subject
to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and
CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon Violation of this provision by CONTRACTOR.
Section 23. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor
shall any Agreement entered into by the COUNTY be required to contain any provision for
waiver.
Section 24. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Agreement within the territorial limits of
the COUNTY shall apply to the same degree and extent to the performance of such functions
and duties of such officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
Section 25. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to
the extent permitted by the Florida constitution, state statute, and case law.
Section 26. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither
the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
Section 27. ATTESTATIONS
CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to
include, but not be limited to, a Public Entity Crime Statement, an Ethics Statement, and a Drug -
Free Workplace Statement, Lobbying and Conflict of Interest Clause, and Non -Collusion
Agreement.
Section 28. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
Section 29. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
Section 30. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.
Section 31. INSURANCE POLICIES
31.1 General Insurance Requirements for other Contractors and Subcontractors.
As a pre -requisite of the work governed, the CONTRACTOR shall obtain, at his/her own
expense, insurance as specified in any attached schedules, which are made part of this
contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to
all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may
require all Subcontractors to obtain insurance consistent with the attached schedules, however
CONTRACTOR is solely responsible to ensure that said insurance is obtained and shall submit
proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for
termination of this Agreement.
The CONTRACTOR will not be permitted to commence work governed by this contract until
satisfactory evidence of the required insurance has been furnished to the COUNTY as specified
below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR
to provide satisfactory evidence of the required insurance, shall not extend deadlines specified
in this contract and any penalties and failure to perform assessments shall be imposed as if the
work commenced on the specified date and time, except for the CONTRACTOR's failure to
provide satisfactory evidence.
The CONTRACTOR shall maintain the required insurance throughout the entire term of this
contract and any extensions specified in the attached schedules. Failure to comply with this
provision may result in the immediate suspension of all work until the required insurance has
been reinstated or replaced and/or termination of this Agreement and for damages to the
COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to
maintain the required insurance shall not extend deadlines specified in this contract and any
penalties and failure to perform assessments shall be imposed as if the work had not been
suspended, except for the CONTRACTOR's failure to maintain the required insurance.
The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required
insurance, either:
• Certificate of Insurance
or
• A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non -renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the Contractor's insurance shall not be construed as
relieving the Contractor from any liability or obligation assumed under this contract or imposed
by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
31.2 INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND
CONTRACTOR
(Note: amounts of coverage are subject to change In final contract)
Prior to the commencement of work governed by this contract, the CONTRACTOR shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract
and include, as a minimum:
• Premises operations
• Bodily Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
An occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
31.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS
• Recognizing that the work governed by this contract will not require the use of vehicles,
the CONTRACTOR will not be required to maintain Vehicle Liability Insurance
throughout the life of the contract.
31.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS
Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state
statutes.
In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less
than:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
31.5 PROFESSIONAL MEDICAL LIABILITY REQUIREMENTS
Recognizing that the work governed by this contract involves the providing of professional
medical and/or psychological services, the CONTRACTOR shall purchase and maintain,
throughout the life of the contract, Professional Medical Liability Insurance which will respond to
the rendering of, or failure to render medical professional services under this contract.
The minimum limits of liability shall be:
9
$500,goo per occurrence/$.1.000.000 Aggregate
If coverage provided is on a claim made basis,
years will be required.
Section 32. INDEMNIFICATION
an extended claims reporting period of four (4)
The CONTRACTOR does hereby consent and agree to indemnify, defend and hold harmless
the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and
Commissions, Officers, and the Employees, and any other agents, individually and collectively,
from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of
any kind arising out of the negligent or intentional actions of the CONTRACTOR or substantial
and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall
be solely responsible and answerable for any and all accidents or injuries to persons or property
arising out of its performance of this contract. The amount and type of insurance coverage
requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity
set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs
attendant to acts attributable to the sole negligent act of the CONTRACTOR.
At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor
and not an employee of the Board of County Commissioners. No statement contained in this
agreement shall be construed so as to find the CONTRACTOR or any of his/her employees,
contractors, servants or agents to be employees of the Board of County Commissioners for
Monroe County. As an independent contractor the CONTRACTOR shall provide independent,
professional judgment and comply with all federal, state, and local statutes, ordinances, rules
and regulations applicable to the services to be provided.
The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan,
supporting data, and other documents prepared or compiled under its obligation for this project,
and shall correct at its expense all significant errors or omissions therein which may be
disclosed.- The cost of the work necessary to correct those errors attributable to the
CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs
caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply
to any maps, official records, contracts, or other data that may be provided by the COUNTY or
other public or semi-public agencies.
10
F�� A
hage, Clerk
41
Deputy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
Date:
OR TWO WITNESSES
Print Name
Date: `►
Board of County Commissioners
of Monroe County
r
r .
Mayor/Chairman
By
Pre si nt
Ll ")�A R)0S-V-FAqP
Print Name
Date: 7 '- � �v
(2}
(2) N-utSA Jok-rj5qt--3
Print Name
Date: 14-8 -1D
MO ROE COUNTY ATTORNEY
PROVEp A rx
M..,
7. 1 1 , A - WA .
CYNTHIA L. HALL
Datel TAT aQU �,�TTORNEY
CD
.....:
• r�
Nv
06
C)
EXHIBIT A
SCOPE OF SERVICES
PROFESSIONAL SERVICES FOR EMPLOYEE ASSISTANCE PROGRAM (EAP)
The EAP shall provide mental health assistance to County employees and their eligible
dependents in the form of individual counseling services in a number of areas, ]educational
group seminars, management orientation sessions, prepare reports, and other related services
as set out in the Scope of Work belo►nr. The initial contract term will be for one (1) year and
renewable at the County's option for two (2) additional consecutive one year terms.
SCOPE OF THE SERVICES TO BE PROVIDED BY EAP
At a minimum the services provided by the EAP shall be provided to all employees and their
eligible dependents. County employees are the employees of the Board of county
Commissioners, the Board members, the Constitutional Officers and their employees. Eligible
dependents can include household members as well as dependents eligible for health care
coverage such as college students.
The services shall include:
(A) Individual counseling services that include but are not limited to:
At least a total of eight (8) face-to-face counseling sessions shall be available to an
employee and eligible dependents during the contract term. If the eight (8) sessions are
exhausted and the problem has not been resolved, the Proposer must explain other
treatment options. If the problem is not covered by the EAP, the Proposer must refer the
person to a provider who can furnish the service(s) needed preferably by a provider covered
under the County's health plan.
B) Educational Seminars and Training:
• The EAP provider is required to
seminars at least annually at each
from the following topics:
provide 9 total hours of educational group
of the three locations. The County may select
EAP Workplace Seminars for
Employees
Boundaries in the Workplace
Building Successful Teams
Career Planning Due to Lay-offs (1.5 to 2
hours)
Coping with Organizational Change (1.5
hours)
Coping with Shift Work
Creative Skills for Dealing with Job Burnout
"E-Etiquette": The Everyday Courtesies of
Email Communication
Effective Communication at Work
Excellence in Customer Service Generational
Differences in the Workplace
Negativity in the Workplace
EAP Workplace Seminars for
Managers
Behavior -Based Interviewing
Change Management for Supervisors and
Managers (1. 5 Hours)
Leadership
Managing Organizational Risk During RIFs
(1.5 Hours)
Meeting Management
Mentoring Through Coaching
Recognizing and Motivating Employees
EAP Personal Zmprovemenf
Seminars
Assertiveness
The Balancing Act
Battling The Blues
12
Respect in the Workplace
Transforming Conflict into Collaboration
Understanding Learning Styles: A Handy
Workplace Tool
Working with Different Personalities
Family► Life Seminars
College Planning/The Parent's Role in the
College Application Process
Communicating with Teenagers
Domestic Violence Awareness
Elder Care - Where Do I Begin?
Grandparents & Adult Children: Exploring
the Joys & Challenges
Improving Communication with Elderly
Parents & Relatives
Parenting Skills
Perspectives on Disability: In the
Workplace & Community
Selecting Child Care
Taking Care of Yourself as Caregiver
Talking to Your Kids about Drugs and Alcohol
Wellness seminars
Emotional Eating
Fitness and Nutrition
Healthy Living Tips
Living Green Made Easy
Smoking Cessation (1.5 -- 2 Hours)
Taking Sleep Seriously
Legal Seminars
Estate Planning/Wills./Trusts
Legal Issues for older Relatives (or Disabled
Family Members)
Powers of Attorney/Advanced Directives
("LivinQ-wills")
Coping with Grief and Loss
Dealing Effectively with Change
Dealing with Anger
Dealing with Road Rage
Goal Setting for Life and work
Healthy Boundaries in online Relationships
Keeping our Children Safe
Keys to Successful Aging
Response Management: Building Skills to
Handle Li fe's Pressures
Retirement: Are You Emotionally Prepared?
Skills to Help You Cope During a Crisis
Social Networks for Healthy Living
Surviving the Holiday Season
Stress Management
Stress Management for Law Enforcement
Officers (1.5 Hours)
Stress Management and Achieving Balance
at work and Home (2 Hours)
Time Management
Financial Seminars
Adjusting to Your Adjustable Mortgage
Getting and Keeping Good Credit
Home Buying Strategies
Identity Theft: Prevention & Resolution
Life Stages Retirement Planning
Money Basics: Spending, Borrowing &
Savings
Roadmap to Retirement
Tips for a Tax Smart Future
Understanding Health Savings Accounts
(H SA's)
Understanding Investment Basics
• The EAP provider is required to provide 12 total hours of management
orientation sessions providing an EAP overview at each of the three County
locations annually:
o The management training sessions show the managers how to use the
Employee Assistance Program as a management tool to return their
subordinate's performance to acceptable levels. Instruction in how to
make referrals, what limited information to expect, how to observe
behavior, etc. are detailed. These sessions range from 1 hour to 1.5
hours each.
■ The EAP provider is required to provide non -management orientation sessions
providing an EAP overview at each of the three County locations as needed
annually:
o The non -management employee orientation sessions describe, in detail,
how an individual may voluntarily and confidentially use the service. These
sessions range from 45 minutes to 1 hour each.
■ Twenty (20 hours of Critical Incident Stress Debriefing Training per incident:
13
o Horizon will make available to Employer, upon Employer's advanced written
request, at Employer's premises, an EAP Provider to provide crisis counseling to
Employer's employees in the event of a catastrophic incident affecting a group of
employees (e.g. robbery, assault in the workplace, employee death in the
workplace, natural catastrophe affecting the workplace, employee injury in the
workplace). Horizon will schedule a CISM at the worksite with a group of
employees directly impacted by a critical incident as soon as clinically necessary
following the traumatic event.
Three 3 hours of compliance training:
o These courses can help reduce risk and liability by reinforcing codes of
conduct, appropriate workplace behavior and maintaining compliance with
mandatory training regulations. Provides Compliance Trainings on topics
such as Department of Transportation (DOT) Drug/Alcohol Awareness,
Diversity in the Workplace, Drug Free Workplace, and Sexual Harassment for
Employees, and Violence in the Workplace.
In addition to the present EAP services, the following services will be considered:
Webinars: A webinar is a web -based seminar delivered via a computer and
telephone. Attendees can participate from their personal computer or
attend in groups via a conference room or media room with the
appropriate equipment. Webinars provide a way to deliver training to your staff with
minimal disruption to the work day. With webinar technology, satellite sites and staff in
remote locations have the ability to attend seminars that they otherwise might not have
been able to attend. A webinar can save the cost of having to send staff to a central
location or conduct multiple seminars to accommodate staff at different locations. Also,
due to the location of the facility or other contributing factors, a webinar can provide
the opportunity to have a qualified, content specialist deliver the topic. Any Horizon
training can be delivered in a webinar format, but there are certain types of trainings that
are more conducive to a webinar setting. "Information sharing" trainings are better suited
for a webinar compared to Skill building" trainings. Examples of "Information sharing"
trainings include compliance, wellness, legal, or financial topics. "Skill building" trainings
can still be delivered in a webinar format, but the interactive pieces that make these
topics so effective could be diminished.
0 on -site trainings/seminars and Webinars are equal in the number of hours used
o Webinars can be recorded at no additional cost to the Employer and be posted to
the Horizon EAP WorkLife website for viewing by employees up to 90 days
o A recorded audio and visual EAP employee orientation is available on the
Horizon EAP WorkLife website under the MyBenefits section
o A recorded EAP supervisor training is available on the Horizon EAP WorkLife
website under the Management Resources section
C) Other Services:
* Supervisor and Employee Newsletter provided quarterly via email for distribution
to those covered under the Employee Assistance Program.
■ Fitness for duty: Fitness for duty evaluations in the areas of mental health and
substance abuse consists of diagnostic interviews and evaluations by qualified
professionals.
■ Management Referral Service: Provide consultation for managers, supervisors and
14
executive level personnel to make performance -based referrals within the context of
the employee assistance benefit.
Supervisor consultation Service: Provide consultation for managers, supervisors
and executive level personnel to consult with Horizon Care Managers about troubled
employees.
Twenty-four (24) hour, seven (7) day a week toll free confidential telephone service
answered by professional staff. TDD and interpreters (for counseling sessions) are
provided for those needing these services. Counselors are skilled in handling a
wide array of issues including substance abuse and mental health emergencies.
This phone service will provide immediate assistance to the individual seeking
professional help.
Twenty-four (24) hour, seven (7) day a week website access..... -Online EAP
services for members and managers through the website,
hftp://www.horizoncarelink.com which includes online training programs, forms and
articles, assessments, library, news, legal and financial services and access to web -
based work life services.
EAP Printed Materials: Upon implementation and as needed on an annual basis,
Horizon will make available standard EAP communication materials in the quantities
noted below, which are, designed to increase manager and employee EAP
awareness. Materials will be drop -shipped to Employer's corporate headquarters, or
an alternative site designated by Employer, for distribution by Employer to
employees. Any additional materials shall be at the Employer's expense and must
receive the written approval of Horizon.
o EAP brochures in a quantity equal to 120% of the number of Eligible Employees
for distribution at implementation and then as needed on an annual basis.
o Manager Updates in a quantity equal to 20% of the number of Eligible
Employees for distribution on a quarterly basis.
o Posters for display at work sites in a quantity up to 5% of the number of Eligible
Employees at implementation and on an annual basis.
0 online EAP Reminders on a quarterly basis.
0 other materials available upon request for additional charges.
Utilization reports will be provided monthly and include at least the following:
o The number of employees using the EAP
o The number of individual referrals and the number of
supervisor/management referrals
o The number of males and females participating in the EAP. The number of
problems diagnosed broken into categories as designated by the County.
o The number of face-to-face meetings with County employees by category.
The number of employees who do not have face-to-face meetings.
o The number of telephone calls
o Number of hours of service by month
o Treatment results by category, along with numbers showing employees that
are:
■ Currently in treatment
■ Cooperating with treatment
■ completed treatment
■ Referred out of the EAP and to another mental health care provider
15
■ Receiving after -care services
Qualifications Necessary for Provider
Counselors should have current credentials, licensing, training and relative experience in their
respective fields. A Masters Degree in the mental health care/counseling field is desired but not
required. Pharmacologic intervention must be evaluated and managed by professionals of the
healing arts licensed in the State of Florida that includes this scope of practice. other desired
qualifications include training in substance abuse, working with both inpatient and outpatient
settings, and training in critical incident debriefing and stress management, diversity training and
cultural competency.
The EAP must certify at least annually that all staff members, independent contractors,
subcontracted work, if any, all service providers it uses, engages or manages, comply
with Health Insurance Portability and Accountability Act (HIPAA) privacy and security
rules.
Cost Requirements
EXHIBIT B provides a breakdown of the cost elements to the county per employee, per month
along with individual services included and not included in the per employee, per month rate.
Rates are expected to be guaranteed for all three years of the contract. All rates shall be billed
by invoice monthly in arrears.
16
_4
_ ■ ! At�
1�:7s[1t1 Soli
The Services shall include the following at the following prices:
The Base Compensation is $2.16per employee per month which includes eligible family members.
Eight (8) face-to-face counseling sessions ...................................................,.Included
Fitness for duty evaluations ........... ........................................................ , ..... Included
0 total hours of educational group seminars at least annually at each of the three
locations... o . 0 . . . . . . . . . . . . . . . 0 0 a . . 0 . . & * a 0 0 ............... a - - o e - s 4 s a . . . . . . s . . . . . . . so - e - - so v *@as a a.. Included
12 total hours of management orientation sessions providing an EAP overview at each of
the three County locations annually.............................................................Included
Non -management orientation sessions providing an EAP overview at each of the three
County locations provided as needed annually ........................................ . ... included
Twenty (20) ,hours of Critical Incident Stress Debriefing Training per
Incident................................................................................................. Included
Three Qhours, of compliance training...... ..... .............................................. Included
Unlimited Management Referral Service.....................................................Included
Unlimited Supervisor Consultation Service ............................. . ............. . ...... Included
Supervisor and Employee Newsletter provided via email for
distribution............................................................................................. Included
Twenty-four (24) hour, seven (7) day a week website access...........................Included
Twenty-four (24) hour, seven (7) day a week toll free confidential telephone
Service.................................................................................................. Included
Monthly Utilization Reports .................................. , ............ , ........................ Included.
EAP Printed Materials provided upon initial contract effective
date................................................................. , ............... , ..................... Included
Other services not included in the above are provided at the following fees:
Additional EAP Printed Materials:
Provided at cost to Employer for print and shipping.
Additional Train ing/Ed ucational Seminars:
Standard Trainings are available on -site or as web -based seminars, in which participants
view the presentation through their web browser and listen to the audio through their
17
telephone. Advanced written request will be confirmed by Horizon to include all fees in
connection with services provided, as mutually -agreed to in writing by both parties.
Additional on -site hours will be made available at the rate of Two Hundred Seventy -
Five Dollars ($275.00) per hour/per clinician. Additional web -based seminars are
available at the rate of Two Hundred Dollars ($200.00) per hour/per clinician.
Horizon provides Compliance Trainings on topics such as Department of Transportation
(DOT) Drug/Alcohol Awareness, Diversity in the Workplace, Drug Free Workplace, and
Sexual Harassment for Employees, and Violence in the Workplace. Compliance
Trainings will be provided at the rate of Three Hundred Fifty Dollars ($350.00) per
hour/per clinician. Cancellations within twenty-four (24) hours of requested service will
be charged a Three Hundred Fifty Dollar ($350.00) per hour administrative fee.
Additional Critical Incident Stress Debriefings: Horizon will make available to
Employer, upon Employer's advanced written request, at Employer's premises, an EAP
Provider to provide crisis counseling to Employer's employees in the event of a
catastrophic incident affecting a group of employees (e.g. robbery, assault in the
workplace, employee death in the workplace, natural catastrophe affecting the
workplace, employee injury in the workplace). Advanced written request will be
confirmed by Horizon to include all fees in connection with services provided, as
mutually agreed to in writing by both parties. Horizon will schedule a CISM at the
worksite with a group of employees directly impacted by a critical incident as soon as
clinically necessary following the traumatic event. CISMs will be limited to a maximum of
twenty (20) hours per incident. Cancellations within twenty-four (24) hours of requested
service will be charged a Three Hundred Twenty -Five Dollar ($325.00) per onsite
hour/per clinician administrative fee.
Reduction in Force Services: The process by which a work organization reduces its
work force by eliminating jobs, such as closing subsidiaries or departments. On -site
services could be either group process or onsite counseling or a combination of both.
Reduction in Force services will be provided at the rate of Three Hundred Twenty -Five
Dollars ($325.00) per hour/per clinician. Cancellations within twenty-four (24) hours of
requested service will be charged a Three Hundred Twenty -Five Dollar ($325.00) per
onsite hour/per clinician administrative fee.
Grief Croup Services: An on -site group that is facilitated by a provider to help
employees deal with a loss of a co-worker, employee suicide or homicide, family
member, etc. Grief Groups will be provided at the rate of Three Hundred Twenty -Five
Dollars ($325.00) per hour/per clinician. Cancellations within twenty-four (24) hours of
requested service will be charged a Three Hundred Twenty -Five Dollar ($325.00) per
onsite hour/per clinician administrative fee.
On -site Counseling: An on -site counselor can be provided to assist with providing one-
on-one counseling in a confidential on -site office location. On -site counseling will be
provided at the rate of Three Hundred Twenty -Five Dollars ($325.00) per hour/per
clinician. Cancellations within twenty-four (24) hours of requested service will be
charged a Three Hundred Twenty -Five Dollars ($325.00) per onsite hour/per clinician
administrative fee.
*Travel fees may apply to on -site service requests. The Employer is notified of
applicable travel fees prior to services being rendered. All travel fees will be paid in
accordance with Monroe County Code sections 2-110 and 2-111.
18
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO.010.499D
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
u Horizon Health, an Aetna Company s,
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1999. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or
otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former County officer or employee."
0
(Signat�#e)
Date:
._ STATE OF: � G�
COUNTY OF:
a/8/2010
� Subscribed and sworn to or affirmed) before me o
(date) by � �� � fir' � I(name of affiant}. He/ 's
_ or has produced
(type of identification) as identification. 1
— NOTARY PUBLIC
My Commission Expi Chi MA S"MTZ
MY God EVIREs
11 OM -COLLUSION AFFIDAVIT
I Cindy Sheriff of the city of Lewisville ■ TX according to law on
my oath, and under penalty of perjury, depose and say that
am president of the firm of
Horizon Health, an Aetna Company the bidder making the
Proposal for the project described in the Request for Proposals for RAP Program Services
for Monroe County Employees RFP - PER -- 4 8 - 317 - 2 Q 1 0 - PRR/CV and that I executed the said
-- proposal with full authority to do so;
2. The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting
- competition, as to any matter relating to such prices with any other bidder or with
any competitor;
I Unless otherwise required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be
disclosed by the bidder prior to bid opening, dirgctly or indirectly, to any other
bidder or to any competitor; and
4. No attempt has been made or will be made by the bidder to induce any other
person, partnership or corporation to submit, or not to submit, a bid for the purpose
Of restricting competition;
5. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the tr h of the statements contained in
this affidavit in awarding contracts for said pro' y
(Signature)
Date: 21812 a 10
STATE OF: -S
COUNTY OF:
Subscribed a d swom to or affirmed) befor on
(date) by t vlacl 11 F(name •
of affiant}. H he �s
-- personally known Ito or has produced
(type of identification) as identification.
DRUG -FREE WORKPLACE FORM
The undersigned vendor in accordance with Section 287.087 Florida Statutes hereby certifies
that:
Horizon Health, an Aetna Company
(Name of Business)
1. Publishes a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
�.. 2. Informs employees about the dangers of drug abuse in the workplace, the business'
policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation,
and employee assistance programs, and the penalties that may be imposed upon
employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notifies the employees that, as a condition
of working on the commodities or contractual services that are under bid, the employee
will abide by the terms of the statement and will notify the employer of any conviction of,
or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or
_,. of any controlled substance law of the United States or any state, for a violation
occurring in the workplace no later than five (5) days after such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's community , or
any employee who is so convicted.
8. Makes a good faith effort to continue to maintain a drug -free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify tha is firm complies fully with the
above requirements.
Signature
Date:
STATE OF:
COUNTY OF:
7a2
cribed and -sworn to (or affir ed) before meson Zdad-lel
� � � r (name of affiant). He is rsonally knows
to me or has produced /1 (type of identifi �4s ide trfica n.
My Commission`PA
MY COMMISSION
My 23, 2011
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction or repair
of a public building or public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
CONTRACTOR under a contract with any public entity, and may not transact business with any
public entity in excess of the threshold amount provided in Section 287.017 Florida Statutes, for
CATEGORY TWO for a period of 36 months fro the date of being placed on the convicted
vendor list."
.... Horizon Health, an Aetna
I have read the above and state that neither Company {Respondent's name}
nor any Affiliate has been placed on the convicted vendor list within the last 30 months.
(*gignatur2f
Date: 2V812010
STATE OF:
COUNTY OF:
L'10
Subscribed sworn o (or aff ed) befor on
w �
(date)�� i�l by aame of affiant). all known tome
or has produced (t a of
identification) as identification.
f
NOTARY PU IC
My Commission Expire ..$ •.
='•_ M COMMON EXPIRES
Certificate of I
THIS CERTIFICATE ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
Company
Marsh USA Inc. Letter A - ACE AMERICAN INSURANCE COMPANY
One State Street Company
Hartford, CT 06103 Letter B - COMMERCE AND INDUSTRY INSURANCE CO.
Company -
Letter
Aetna Inc. and its Affiliated Companies, including Horizon
Behavioral Services
151 Farmington Avenue
Hartford, CT 06156
THIS IS TO CERTIFY THAT 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.
Evidence of General Liability and Excess insurance coverage. for
Horizon Behavioral Services, an Aetna company.
COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE S2,000,000
X COMPREHENSIVE PRODUCTS•COMPIOP AGO. S2,DKOD0
A X HnoG2056037-A 04101I10 04101111
PREMISES -OPERATIONS PERSONAL $ ADV. INJURY S1,0m,000
X PRODUCTS/COMPLETED OPERATIONS EACH OCCURRENCE $1,000,000
X CONTRACTUAL FIRE DAMAGE (Any one fire) $500,000
OTHER MED.EXP. (Any one person) $10,000
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
X ANY AUTO (PER ACCIDENT)
X AUTO MEDICAL PAYMENTS PER INSURED
OTHER
EXCESS LIABILITY (UMBRELLA) EACH OCCURRENCE S1,000,000
B BE 7251114 04/01/10 04/01/11 AGGREGATE $1,000,000
WORKERS' COMPENSATION STATUTORY LIN4ffS
AND
EMPLOYERS' LIABILITY EACH ACCIDENT
DISEASE -POLICY LMIT
DISEASE -EACH EMPLOYEE
Certificate holder is an Additional Insured under the General Liability policy as required by written contract but limited to the operations of the
Insured under said contract and always subject to the policy terns, conditions and exclusions. Cancellation provision shown below is subject to
shorter time penods depending on the jurisdiction of, and reason for the cancellation.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Monroe County Board of County Commissioners 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
Attn: Teresa Aguiar LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR
1100 Simonton St, Suite 2-255 REPRESENTATIVE.
Key West, FL 33040 -
r
`� , 04/01/2010
Business Associate Agreement
This BUSINESS ASSOCIATE AGREEMENT (the "Agreement') is entered into by and between Monroe county Board of
County Commissioners (hereinafter the "Group Health Plan"), and VAori7-on �ecL k �V) 10 ck. Y% A e-7, ct Co}�,
(hereinafter the Business Associate), as of the latest of the execution dates set forth below in Section VI1.
1. General Provisions
A. Purpose. Business Associate has been retained by Group Health Plan to perform certain plan -related functions,
activities, or services (collectively, "Services") on behalf of its Group Health Plan that is part of the Plan Sponsor's
organized Health Care Arrangement.
These Services are indentifed in the service agreement between the parties ("Service Agreement').
The terms and provisions of this Agreement are incorporated in and shall supersede any conflicting or inconsistent
terms and provisions of any other agreement, including without limitation the Service Agreement, to which Business
Associate and Group Health Plan are parties, including all exhibits or other attachments thereto and all documents
incorporated therein by reference.
This Agreement is intended to ensure that the Business Associate will establish and implement appropriate privacy and
security safeguards with respect to "Protected Health information" (as defined below) that the Business Associate may
create, receive, use, or disclose in connection with the Services to be provided by Business Associate to Group Health
Plan or Plan Sponsor, consistent with the standards set forth in regulations and administrative guidance with respect to
the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAN'), including as amended
by the Health Information Technology for Economic and Clinical Health Act as set forth in Title XIII of Division A and
Title IV of Division B of the American Recovery and Reinvestment Act of 2009 ("H ITECH Act").
B. Effective Date. The provisions of this Agreement shall take effect on
C. Definitions. Capitalized terms used, but not otherwise defined, in this Agreement shall have the same meaning as
those terms in the H IPAA Privacy and Security Rules. Other defined terms include:
1. "Breach" shall have the meaning given such term in 45 C.F.R. §164.402.
2. "Designated Record Set" shall have the meaning given such term in 45 C.F.R. §164.501.
3. "Electronic Protected Health Information" shall have the same meaning as the term "electronic protected health
information" in 45 C.F.R. §160.103.
4. "Individual" shall have the same meaning given such term under 45 C.F.R. §160.103, and shall include a
person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g).
5. "Privacy Rules" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R.
Part 160 and Part 164, subparts A and E.
6. "Protected Health Information" (or "PHI") shall have the meaning given to such term in 45 C.F.R. 160.103
limited to the information created or received by Business Associate from or on behalf of Group Health Plan.
7. "Required By Law" shall have the same meaning given to such term in 45 C.F.R. §164.103.
Page 1 of 9
8. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("HHS")
or his designee.
9. "Security Incident" shall have the same meaning given to such term in 45 C.F.R. §164.304.
10. Health information at 45 C.F.R. Part 160 and Part 164, subpart C.
11. "Unsecured Protected Health Information" shall have the same meaning given to such term in 45 C.F.R.
§ 164.402.
12. "Security Rules" means final regulations issued by the Secretary governing the security of electronic PHI by
covered entities contained in 45 C.F. R. parts 160,162 and 164.
II, OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
A, Scope of Use and Disclosure of Protected Health Information. Business Associate agrees to not use or further
disclose PH I other than as permitted or required by this Agreement or as Required By Law.
B. Safeguard Against Misuse of Information. Business Associate agrees to use appropriate safeguards to prevent use
or disclosure of the PHI other than as provided for by this Agreement. Furthermore, Business Associate will implement
administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and
appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that it
creates, receives, maintains, or transmits on behalf of the Group Health Plan as required by the Security Rules. To the
extent practicable, Business Associate will secure all Protected Health information by technological means that render
such information unusable, unreadable, or indecipherable to unauthorized individuals and in accordance with an
applicable guidance issued by the Department of Health and Human Services under Section 13402 of the HITECH Act.
C, Duty to Mitigate. Business Associate agrees to cure or mitigate, to the extent practicable, any harmful effect that is
known to Business Associate of a use or disclosure of PHI by Business Associate or its agents or subcontractors in
violation of the requirements of this Agreement.
D. Reporting of violations. Business Associate agrees to notify the Group Health Plan, in writing, of any use or
disclosure of the PHI not provided for by this Agreement, any Security Incident, and any Breach of Group Health Plan's
Unsecured Protected Health Information. This notification will be made within thirty (30) business days after the
discovery � Y
co ery of the use, disclosure, Security Incident, or Breach. In the event of a Breach, if a delay is requested b law
Y q Y
enforcement under 45 C.F.R. §164.412, Business Associate may delay notifying the Group Health Plan for the
applicable timeframe. This notification will include, to the extent possible, the identification of each individual whose
Unsecured Protected Health Information has been, or is reasonably believed by the Business Associate to have been
accessed, acquired used or disclosed during the Breach, Business Associate will also provide the Group Health Plan
with any other available information that the Group Health Plan is required to include in its notification to the individual
under C.F.R. §164.404(c) at the time of the initial notification or promptly thereafter as the information becomes
available.
E. Use or Disclosure to Subcontractors. Business Associate shall ensure that an subcontractor or agent to whom
. Y g o it
provides PHI received from, or created or received by Business Associate on behalf of, Group Health Planagrees to
implement reasonable and appropriate safeguards to protect the Group Health Plan's PHI. In turn Business Associate c to
agrees to ensure that any such subcontractor or agent agrees, in writing, to the same restrictions and conditions that
apply through this Agreement to Business Associate with respect to such information. Business Associate shall
provide copies of such agreements to Plan Sponsor upon request.
F. Access, Amendment, and Accounting Responsibilities. In a mutually agreeable time and manner, the Busines
s
ss
Associate agrees to provide access to the PHI that it maintains in Designated Record Sets to the GroupHealth Plan,
, or
Page 2 of 9
to the individual to whom the PHI relates in accordance with 45 C.F.R. §164.524. Business Associate shall have the
right to charge the Individual a reasonable, cost -based fee, as permitted by 45 C.F.R. §164.524. The Business
Associate further agrees to document any disclosures of PHI if requested by the Group Health Plan in accordance with
45 C.F.R. §164.528, and to provide such documentation to the Group Health Plan as it may request from time to time.
Furthermore, at the request of the Group Health Plan, the Business Associate agrees to make amendments to PHI that
it maintains in a Designated Record Set as directed by the Group Health Plan and to incorporate any amendments to
PHI in accordance with 45 C.F.R. §164.526. Business Associate assumes no obligation to coordinate the provision of
PHI maintained by other business associates of the Group Health Plan. Notwithstanding the foregoing, the Group
Health Plan will not request that the Business Associate use or disclose PHI in any manner that would not be
permissible under the Privacy rule if such disclosure or use were done by the Group Health Plan itself.
G. Electronic Data Interchange. Inasmuch as Business Associate transmits or receives Transactions (as that term is
defined in 45 C.F.R. §160.103) on behalf of Group Health Plan, Business Associate shall comply with any applicable
provisions of the Electronic Data Interchange Requirement (as set forth in 45 C.F.R. parts 160 and 162) and shall
ensure that any subcontractors or agents that assist Business Associate in conducting Transactions on behalf of Group
Health Plan agree in writing to comply with the Electronic Data Interchange Requirements.
H. Availability of Books and Records. For purposes of the Secretary determining the Group Health Plan's compliance
with the Privacy Rules, Business Associate agrees to make internal practices, books, and records, including policies
and procedures and PHI relating to the use and disclosure of PHI received from, or created or received by the
Business Associate on behalf of the Group Health Plan available (i) to the Group Health Plan in a mutually agreeable
time and manner, or (ii) to the Secretary in the manner designated by the Secretary.
I. HITECH Act Business Associate Agreement Requirements. The parties intended for this Agreement to satisfy the
requirements of sections 13401 (a) and 13404 (a) of the HITECH Act that specified security and privacy provisions
requirements be incorporated into business associate agreements. This Agreement shall be interpreted in a manner
consistent with this intention,
Ill. OBLIGATIONS AND ACTIVITIES of GROUP HEALTH PLAN
A. obligations of Group Health Plan. Group Health Plan shall inform Business Associate with respect to the following
privacy practices and restriction:
1. Group Health Plan shall provide Business Associate with a copy of the notice of privacy practices that Group
Health Plan approves/produces and has distributed in accordance with 45 C.F.R. §164.520, as well as any
changes to such notice, Furthermore, Group Health Plan shall specifically notify Business Associate of an
limitation(s) in its notice of privacy practices to the extent that such limitation(s) may affect Business Associate's
use or disclosure of PHI.
2. Group Health Plan shall provide Business Associate with any changes in, or revocation of, permission by
Y
In
dividual dual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses or
disclosures as set forth in this Agreement or the Service Agreement.
3. Group Health Plan shall notify Business Associate within five (5) business days of any restriction to the use or
disclosure of PHI requested by an Individual in accordance with 45 C. F. R. § 164.522, to the extent that such
restriction may affect Business Associate's use or disclosure of PHI. In turn, due to the wide variety of services
and clients of Business Associate, Business Associate has limited capacity to comply with special privacy
restrictions requested by Individuals. Accordingly, Group Health Plan agrees that it will only accommodate such
requests to the extent required by 45 C.F.R. §164.522(b)(1)(ii).
Page 3 of 9
4. Group Health Plan shall notify Business Associate in advance of the time and manner in which Business
Associate must comply with requests by Group Health Plan with respect to any of the obligations and activities of
Business Associate set forth above in Section II, and in all events such times and manners shall be reasonable.
5. The parties acknowledge and agree that the Privacy Rules allow Group Health Plan to permit Business Associate
to disclose or provide access to PHI to Plan Sponsor only after Plan Sponsor has amended its plan documents to
provide for the permitted and required uses and disclosures of PHI and to require Plan Sponsor to provide a
certification to Group Health Plan that certain required provisions have been incorporated into Group Health
. cor p p
Plans plan documentation before Group Health Plan may disclose, either directly or through a business associate
any PHI to Plan Sponsor. Group Health Plan hereby warrants and represents that Group Health Plan's plan
documentation has been or will be amended and that Group Health Plan has or will have received such
certification from Plan Sponsor no later than the Effective Date of this Agreement.
G. Business Associate acknowledges and agrees that the Privacy Rules allow Group Health Plan to permit Business
.
Associate to disclose or provide access to PHI to only those employees or other persons (includingthird
parties)
)
under the control of Plan Sponsor who are described by name or position in Group Health Plan's plan
documentation as the persons who are given access to PHI solely to carry out plan administration functions that
Plan Sponsor performs for Group Health Plan. Accordingly, notwithstanding any other terms and conditions of
this Agreement, to the extent that the fulfillment of its obligations under this Agreement requires Business
Associate to disclose or provide access to PHI to Plan Sponsor or any employees or other persons(including
third parties) under the control of Plan Sponsor, Business Associate shall make such disclosure of or provide
such access to PHI on as follows:
a) Business Associate shall disclose or make available PHI at the direction or Group Health Plan to only the
following employees or other persons (including third parties) identified in Group Health Plan's plan
documentation and under the control of Plan Sponsor solely for the purpose of carryingout the Ian
p
administration functions that Plan Sponsor performs for Group Health Plan (list each person b :
pe y position):
Benefits Manager
Benefits Manager Designee
Claims Processors
Group Health Plan agrees to promptly notify Business Associate in writing of changes to the above list.
Business Associate is authorized to rely on the information provided by Group Health Plan.
b} It is acknowledged and agreed that the Privacy Rules require Group Health Plan to maintain policies and
procedures to ensure that any PHI that it uses, requests, or discloses be no more that the minimum necessary
to accomplish the intended purposes.
p p p es. Group Health Plan hereby warrants and represents that any requests
for Plan Sponsor will be for no more than the minimum amount necessary for the intended purpose,
. rY p p
c) Business Associate shall provide PHI to other business associates who assist in administeringGrou
p Health
Plan and are authorized by Group Health Plan to receive such information for the of facilitating I
purpose g p an
administration. Such parties may include, but are not limited to, consultants, brokers auditors successor
o
administrators or insurers, and stop -loss carriers. Group Health Plan shall enter into and maintain
a written
agreement with each agent and subcontractor or other third party to which it directs Business Associate to
disclose PHI under which such agent, subcontractor, or other third pa is legally bound b the same . �Y 9 Y y e
restrictions with respect to PHI that apply to Business Associate pursuant to this Agreement.
B. Permissible Requests by Group Health Plan. Group Health Plan shall not request Business As
sociate ssociate to
use, disclose, or handle PH I in any manner that would not be permissible under the Privacy �r and Security
Rules if done by the Group Health Plan, except for the data aggregation or management and administrative
9 s ative
activities of the Business Associate.
Page 4 of 9
IV. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
A. General Use and Disclosure Provisions. Except as otherwise limited in this Agreement, Business Associate
may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Group Health Plan or
Plan Sponsor as specified in this Agreement, provided that such use or disclosure would not violate the
Privacy and Security Rules if done by Group Health Plan, or the minimum necessary policies and procedures
of the Group Health Plan.
B. Specific Use and Disclosure Provisions.
1 . Business Associate will make reasonable efforts to use, disclose, and to request only the minimum amount
of the Group Health Plan's PHI necessary to accomplish the intended purpose of the use, disclosure or
request, except that Business Associate will not be required to comply with this minimum necessary
limitation if neither Business Associate nor the Group Health Plan is required to limit its use, disclosure or
request to the minimum necessary. Business Associate and the Group Health Plan acknowledge that the
phrase "minimum necessary' shall be interpreted in accordance with the HITECH Act.
2. Except as otherwise limited in this Agreement or in the Service Agreement, specific examples of permitted
use or disclosure of PHI by Business Associate on behalf of, or to provide Services to, Group Health Plan
and Plan Sponsors may include, but are not limited to:
a3 To enroll or disenroll participants and beneficiaries in and/or confirm or not confirm enrollment (as
determined by the plan administrator of Group Health Plan) of participants and beneficiaries for
coverage under Group Health Plan. (Note that only enrollment/disenrollment information may be used
by Business Associate to provide these services to Plan Sponsor unless Plan Sponsor satisfies its
obligations under Section II.A.6).
b) To assist Plan Sponsor with respect to certain specific plan administration functions, such as claims
processing, quality assurance, auditing of the Group Health Plan, medical review, precertification, and
coordination with carve -out health plans (such as vision and dental). For purposes of this section,
claims processing shall include investigating, auditing, and otherwise administering and facilitating the
payment of Group Health Plan claims from the payers of such claims (including, but not limited to,
providing assistance to participants and beneficiaries, the coordination or benefits, determination of
cost sharing amounts, and subrogation of health benefit claims), and obtaining payment on behalf of
Plan Sponsor under a contract for stop -loss or reinsurance being utilized with respect to Group Health
Plan. (Note that Plan Sponsor must satisfy its obligations under Section II I.A.6 before Business
Associate can provide these services to Plan Sponsor.)
c) To assist Group Health Plan and Plan Sponsor with respect to activities relating to the creation,
modification, termination, renewal, or replacement of a contract of health insurance or health benefits,
and the ceding, securing, or placing of a contract for stop -loss or reinsurance of risk relating to health
care claims. (Note that Summary Health Information may be used to provide these services, even if
Plan Sponsor has not satisfied its obligations under Section III.A.6.)
Page 5 of 9
3. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities,
consistent with 45 C.F.R. §164.5020)(1).
4. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of Business Associate or to carry out any present or future legal
responsibilities of the Business Associate.
5. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data
Aggregation services to Croup Health Plan as permitted by 42 C.F.R. §1 64.504(e)(2)(i)(B).
C. Applicability, This Agreement applies with respect to any aspect of the Services Agreement that involves the
use or disclosure of PHI but only to the extent that the services or transactions of Business Associate are not
exempt from H I PAA pursuant to 1179 of the Social Security Act (42 U. S.C. § 1324d-8).
V. TERM AND TERMINATION
A. Term. The term of this Agreement shall commence as of the Effective Date set forth above in Section I.B.,
and shall terminate when all of the PHI provided by Group Health Plan Entity to Business Associate or created
or received by Business Associate on behalf of Group Health Plan, is destroyed or returned to Group Health
Plan, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance
with the termination provisions of this Section.
B. Termination for Cause. Upon Group Health Plan's knowledge of a material breach by Business Associate
Group Health Plan (or, Plan Sponsor, on behalf of Group Health Plan) shall either:
1. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this
Agreement and the Service Agreement if Business Associate ---does not cure the breach or end the violation
within the time specified by Group Health Plan or Plan Sponsor;
2. Immediately terminate this Agreement and the Service Agreement if Business Associate has breached a
material term of this Agreement and cure is not possible; or
3. If neither termination nor cure is feasible, Group Health Plan or Plan Sponsor shall report the violation to
the Secretary.
C. Effect of Termination. Upon termination of the Agreement, for any reason, Business Associate shall return
all PHI received from Group Health Plan, or created or received by Business Associate on behalf of Group
Health Plan. This provision shall apply to PHI that is in the possession of subcontractors or agents of
Business Associate. Business Associate shall retain copies of the PHI. If Business Associate has determined
that destroying the PHI is infeasible, it shall provide Group Health Plan an explanation of the conditions that
make destruction infeasible. If Group Health Plan and Business Associate mutual) agree that destruction
Ya9 of
i
the PHI s infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit
further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for
so long as Business Associate maintains such PHI.
VI, MISCELLANEOUS
Page 6 of 9
A. Regulatory References. A reference in this Agreement to a section in the Privacy and Security Rules
means the section as in effect or as amended and for which compliance is required.
B. Governing Lava. This Agreement shall be construed and enforced according to HIPAA, and any applicable
state law to the extent not preempted by HIPAA or other federal law,
C. Complete Integration, This Agreement constitutes the entire agreement between the parties and
supersedes all prior negotiations, discussions, representations, or proposals, whether oral or written, unless
expressly incorporated herein, related to the subject matter of the Agreement. Unless expressly provided
otherwise herein, this Agreement may not be modified unless in writing signed by the duly authorized
representatives of both parties. If any provision or part thereof is found to be invalid, the remaining provisions
shall remain in full force and effect.
D. Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to
time as is necessary for Group Health Plan and Plan Sponsor to comply with the requirements of the Privacy
and Security Rules, the Health Insurance Portability and Accountability Act_, Public Law 104-191, and the
H ITECH Act.
E. Interpretation. The parties hereto acknowledge and agree that both (i) the rule of construction to the effect
that any ambiguities are resolved against the drafting party, and (ii) the terms and provisions of this
Agreement, will be construed fairly as to all parties hereto an not in favor of or against a party, regardless of
which party was generally responsible for the preparation of this Agreement. Moreover, any ambiguity in this
Agreement shall be resolved in favor of a meaning that permits Group Health Plan to comply with the Privacy
and Security Rules. In the event of an inconsistency between the provisions of this Agreement and the
Privacy and Security Rules, as may be amended from time to time, because of interpretations by HHS, a court,
or another regulatory agency with authority over the Parties, the interpretation of HHS, such other court or
regulatory agency shall prevail. In the event provisions of this Agreement differ from those mandated by the
Privacy and Security Rules but are nonetheless permitted by such rules, the provisions of this Agreement shall
control.
F. Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or
provision of this Agreement will to any extent be declared illegal or unenforceable by a duly authorized court
having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or unenforceable, will not affected thereby,
and each portion and provision or this Agreement will a valid and enforceable to the fullest extent permitted by
law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration or such
provision, the Group Health Plan and the Business Associate agree that the court making such determination
will have the power to reduce the duration of such provision, and/or to delete specific words and phrases, and
in its reduced form such prevision will then be enforceable and will be enforced.
G. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the successors
and assigns of Group Health Plan and Business Associate. However, this Agreement is not assignable by
either party without the prior written consent of the other party, except that Business Associate may assign n or
transfer this Agreement to any entity owned or under common control with Business Associate.
Page 7 of 9
H. No Third Party Beneficiaries. Business Associate and Group Health Plan agree that nothing express or
implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than
Business Associate, Group Health Plan, and Plan Sponsor, and their respective successors or assigns, any
rights, remedies, or obligations or liabilities whatsoever.
1. Headings and captions. The headings and captions of the various subdivisions of this Agreement are for
convenience of reference only and will in no way modify, or affect the meaning or construction of any of the
terms or provisions thereof.
J. No Waiver of Rights, Powers, and Remedies. No failure or delay by a party hereto in exercising any right,
power or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a
waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or
remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce
any such right, power or remedy, will preclude such party from any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a
party not expressly required under this Agreement will entitle the pa receiving such notice or demand to an
� g Y
other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the
party giving such notice or demand in similar or other circumstances or constitute a waiver of the rights of the
party giving such notice or demand to any other or further action in any circumstances without such notice or
demand. The terms and provisions of this Agreement may be waived, or consent for the departure there from
granted, only by written document executed by the party entitled to the constitute a waiver or consent with
respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or
constitute a continuing waiver or consent.
K. Indemnification. Business Associate shall, indemnify and hold harmless Group Health Plan from and
against any and all loss, damage, or expense (including claims of damage or liability) asserted against Group
Health Plan by third parties and arising out of (i) the use or disclosure of PHI by Business Associate or its
agents or subcontractors other than as provided in this Agreement, or (ii) a breach of Business Associate's
representations contained in this Agreement. To the extent allowed by Section 768,28, Florida Statutes,
Group Health Plan shall indemnify and hold harmless Business Associate from and an against and all loss
g Y
damage, or expense (including claims of damage or liability) asserted against Business Associate b third
Y
parties and arising out of (i) the use or disclosure of PH I by Group Health Plan or its agents or subcontractors
other than as provided in this Agreement, or (ii) a breach of Group Health Plan's representations contained in
this Agreement.
L. Notice. All notices, requests, consents, and other communications hereunder will be in writing,and in
accordance with the Notice provision of the referenced Services Agreement.
M. survival. The respective rights and obligations of Business Associate under V.C. and VI.K of this Agreement
g t
shall survive the termination of this Agreement.
N. counterparts. This Agreement may be executed in two or more counterparts, each of which may be
Y
deemed an original.
Page 8 of 9
vII. ACKNOWLEDGEMENT AND SIGNATURES
The parties acknowledge that they have read this agreement, understand it, and agree to be bound by its terms.
Accordingly, in witness whereof, this Agreement is executed by the parties, by their duly authorized
representatives as of the date set forth above.
BUSINESS ASSOCIATE
Printed Name of ""ulcer: �D1.��t1
Signature:
Title: Vp k=AJ
Date: to • l 0 2.t ! D
GROUP HEALTH PLAN
Printed Name of Plan Ad istrator. a �CV LL + �c�� C '[.��s or, Q-
■ r
/ w
Signature. = -
�. `
Title: Or
� k t vV\cL
Date: a a- t --- 1
` MONROE COUNTY ATTORNEY
A P Q W AS F R•
{SEAL}
ATTEST: DANNY L. o E QVNTHIA L. HALL
�. ASSIST T 0 U NTY ATTO R N EY
• : - B Date � --
DEPt��`i( CLERK
r •- '-.ti
T
CD
CD
=Iowa
700
Page 9 of 9