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Item C27
C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m �� 1 Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting September 19, 2018 Agenda Item Number: C27 Agenda Item Summary #4683 BULK ITEM: Yes DEPARTMENT: Employee Services TIME APPROXIMATE: STAFF CONTACT: Maria Fernandez- Gonzalez (305) 292 -4448 n/a AGENDA ITEM WORDING: Approval of an Amendment extending the Administrative Services Agreement with Florida Blue in the amount of approximately $4.5 million for five (5) years (beginning 1/1/19 through 12/31/23), with approximately $830,625.00 in 2019, to continue providing Claims Administration, Case Management and Utilization Review Services, Disease Management, Network Management, Wellness Programs and other Related Services to Monroe County. ITEM BACKGROUND: Approval of an Amendment extending the Administrative Services Agreement with Florida Blue, continuing the County's current arrangement, for five (5) years (through 12/31/2023), to continue providing Claims Administration, Case Management and Utilization Review Services, Disease Management, Network Management, Wellness Programs, and other related services to Monroe County. In June 2018, the BOCC approved the RFP selection committee's recommendation to award the bid to Florida Blue for a five -year self - funded administrative services agreement. The selection committee recommended Florida Blue. Administrative fees are $48.25 PEPM (Per Employee Per Month) from 1/1/19 - 12/31/21; Administrative fees are $49.75 PEPM from l /l/22 - 12/31/23; Florida Blue will pay Monroe County a $50K wellness contribution in 2018, upon Board approval; $50K wellness contribution annually (1/l/2019; 2020; 2021; 2022 & 2023) provided agreement remains in force and effective on the date payment is due. Early termination fee of $50K for each unexpired plan year before 1/1/2024. PREVIOUS RELEVANT BOCC ACTION: March 2010 — Board directed staff to RFP for a fully insured and self - insured group health plan. March 2011 — Bid opening for fully insured and self - insured RFP's. No fully insured proposals were received. Two proposals received for the self - insured plan. Blue Cross & Blue Shield of Florida ranked 41. November 2011 — BOCC approved a three -year agreement with Blue Cross & Blue Shield of Florida October 2015 — BOCC approved amendment extending terms of agreement with Florida Blue until December 31, 2020. December 2017 — BOCC approved an RFP for a Fully- Insured plan February 2018 — BOCC approved an RFP for Self- Funded plan June 2018 — BOCC approved the RFP selection committee's recommendation to award the bid to Florida Blue for a five -year self - funded administrative services agreement CONTRACT /AGREEMENT CHANGES: Extends agreement until 12/31/2023 STAFF RECOMMENDATION: Approval of five (5) renewal with Florida Blue DOCUMENTATION: EXECUTED Amendment of Administrative Services Agreement with Florida Blue 2018 Exhibit B - Financial Arrangements Effective 1.1.19 (rev 9 6 18) Exhibit F - Discount Guarantees 1.1.19 through 12.3 1.19 Exhibit G - Federal and State Contract Clauses Florida Blue Administrative Services Agreement 2011 First amendment to FB Administrative Services Agreement Second amendment to FB Administrative Services Agreement. TELEDOC FINANCIAL IMPACT: Effective Date: 09/20/2018 Expiration Date: 12/31/2023 Total Dollar Value of Contract: approx. $4,500,000 over 5 plan years. Total Cost to County: Current Year Portion: approx. $830,625.00 Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: N/A If yes, amount: Grant: N/A County Match: Insurance Required: Additional Details: N/A 08/31/18 502 -08002 - GROUP INS OPERATIONS $0.00 I 11 T/ 1 X117.1.6 Bryan Cook Completed Assistant County Administrator Christine Hurley 09/04/2018 Cynthia Hall Completed Budget and Finance Completed Maria Slavik Completed Kathy Peters Completed Board of County Commissioners Pending 12:07 PM 09/03/2018 12:09 AM Completed 09/04/2018 3:59 PM 09/04/2018 4:24 PM 09/04/2018 6:16 PM 09/04/2018 6:49 PM 09/19/2018 9:00 AM AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT THIS AMENDMENT, entered into on September 6 , 2018 is by and between Blue Cross and Blue Shield of Florida, Inc. d /b /a Florida Blue (hereinafter called "Florida Blue ") and Monroe County Board of County Commissioners (hereinafter called the "Employer "). In consideration of the mutual and reciprocal promises herein contained, the Administrative Services Agreement between Florida Blue and the Employer (hereinafter "Agreement ") effective November 1, 2011, as amended on October 21, 2015 and further amended on December 14, 2016, is amended as follows: Section I, subsection 1.1, is hereby amended to extend the term of the Agreement until December 31, 2023 unless the Agreement is terminated earlier in accordance with the terms of the Agreement. 2. Exhibit B, Financial Arrangements, to the Agreement is hereby amended, effective January 1, 2019. The revised Exhibit B is attached to this Amendment and replaces the Exhibit B previously attached to the Agreement. 3. Exhibit F, Discount Guarantees, to the Agreement is hereby amended, effective January 1, 2019. The revised Exhibit F is attached to this Amendment and replaces the Exhibit F previously attached to the Agreement. 4. Exhibit G, Contract Clauses Required By Federal Or State Statute, is hereby attached and made part of the Agreement. 5. Except as otherwise specifically noted in this Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of the parties. BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D /B /A FLORIDA BLUE By: Title: VP, Sales Operations Date: 9/6/2018 (SEAL) Attest: KEVIN MADOK, Clerk 0 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS M Title: Date: P Deputy Clerk EXHIBIT "B" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D /B /A FLORIDA BLUE and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS FINANCIAL ARRANGEMENTS IV Effective Date The effective date of this Exhibit is January 1, 2019. Weekly Payments A. Each week, Florida Blue will notify the Employer of the amount due to satisfy the previous week's paid claims liability. The Employer agrees to pay the full amount of the bill within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation. If the payment is not received by Florida Blue by the payment due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. B. The Employer agrees to pay to Florida Blue, each month during and after the term of this Agreement, an administrative fee, as set forth below. The Employer agrees to pay to Florida Blue, each month, the administrative fee within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation of the amount due. If payment is not received by Florida Blue by the due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. Funding Information A. Method of Funding Transfer: CHECK Administrative Fees A. Administrative fees during the term of the Agreement: $48.25 per employee per month from January 1, 2019 through December 31, 2021. This fee includes 1.00 PEPM for Teladoc Services. $49.75 per employee per month from January 1, 2022 through December 31, 2023. This fee includes 1.00 PEPM for Teladoc Services. IE B. Florida Blue will pay the Employer a $50,000 wellness contribution is 2018, upon Board approval for the renewal and a $50,000 wellness contribution on January 1, 2019 and January 1, 2020, January 1, 2021, January 1, 2022 and January 1, 2023 provided the Agreement remains in force and effect on the date on which payment is due. These funds may be utilized by Employer at its sole discretion for any wellness related initiatives or activities. If the Employer terminates the Agreement without cause on or before January 1, 2024, Employer will pay Florida Blue an early termination fee in the amount of $50,000 for each unexpired plan year. C. Administrative fees after the termination of the Agreement: 15% of claims paid. D. Access fees of up to 2.40% of Network Savings for PPO provider claims and 4.30% of Network savings for Traditional provider claims may be assessed for claims incurred in states under the BlueCard program as explained in more detail under Section III, subsection 3.9 below. This access fee will not exceed two thousand dollars ($2,000) for any one claim and will not apply in Florida, South Carolina or in Consortium Plan service areas where enrolled members reside as long as enrollment continues to be equal to or greater than one thousand (1,000) contracts. On the first anniversary date after enrollment falls below one thousand (1,000) contracts, access fees will apply in those Consortium Plan service areas where enrolled members reside and Consortium fees were not previously established. Access fees will also apply in Consortium Plan service areas where no enrolled members reside. A determination of the Consortium Plan service areas that will not apply access fees for services rendered to members will be made on the basis on enrollment on each subsequent anniversary of this Agreement's effective date. Access fees will be applied on the basis of where the service was incurred, and not where the member resides. Network Savings is defined as the total of the amounts computed by subtracting each "allowed amount" for a particular service under the terms of a participating provider's written agreement from each "billed amount" for such service. In no event shall the term "Network Savings" include duplicate charges or billed amounts for services or supplies not covered under the Employer's Plan. The term "allowed amount" means the amount received as payment in full by a participating provider, under that provider's written agreement, from both Florida Blue and covered individuals under Employer's Plan for claims submitted to, and paid by Florida Blue for a particular covered service, and the term "billed amount" means the amount which would be received by such provider for the same covered service utilizing that provider's charges. V. Expected Enrollment A. The administrative fees referenced above are based on an expected enrollment of: 1,558. IM B. If the actual enrollment is materially different from this expected I enrollment, Florida Blue reserves the right to adjust the administrative fees as set forth in the Agreement. Administrative fees will be charged based on actual enrollment. For purposes of this paragraph, the term "materially" means an increase or decrease of greater than ten percent (10 %). M EXHIBIT "F" to the ADMINISTRATIVE SERVICES AGREEMENT Between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D /B /A FLORIDA BLUE And MONROE COUNTY BOARD OF COUNTY COMMISSSIONERS DISCOUNT GUARANTEES Assumptions: • Applies to in- network provider claims only. • BCBSF network and Program Savings Report will be used for validation of results. • No significant benefit or contribution changes or membership changes by geographic regions. • Based on enrollment provided in the RFP. • Blue products only, excluding RX. • Inpatient hospital claims in excess of $150,000 will be removed in their entirety from the discount guarantee calculation. • Does not include COB. • Does not include any ACO /PXMH surcharge. • Does not include any ancillary products or AOR fees. • Does not include nationwide BlueCard claims. • Discount ranges are account specific and apply to total discounts only. • Results will be provided on a quarterly basis with a final settlement no earlier than the second quarter of the following year. • One year offer. Discount Guarantees are from January 1, 2019 through December 31, 2019. EXHIBIT "G" to the ADMINISTRATIVE SERVICES AGREEMENT Between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D /B /A FLORIDA BLUE And MONROE COUNTY BOARD OF COUNTY COMMISSSIONERS CONTRACT CLAUSES REQUIRED BY FEDERAL OR STATE STATUTE Provisions Required by 2 CFR part 200. 1.1 EQUAL EMPLOYMENT OPPORTUNITY, NO DISCRIMINATION During the performance of this Agreement, the CONTRACTOR agrees as follows: a) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. c) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. d) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. e) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. f) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. g) In the event of the contractor's non - compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 1.2 OTHER FEDERAL CONTRACT REQUIREMENTS The contractor and its subcontractors must follow the provisions as set forth in Appendix II to Part 200, as amended, including but not limited to: A. Debarment and Suspension (Executive Orders 12549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. B. Americans with Disabilities Act of 1990 (ADA) –The Contractor will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the Contractor pursuant thereto. C. Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the County that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with County funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The County and its Contractor agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The County and the Contractor and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. D. Byrd Anti - Lobbying Amendment (31 U.S.C. 1352) — Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award. E. The Contractor shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. F. The Contractor shall maintain a drug -free workplace in compliance with federal and state (Florida) law. G. Each party shall comply with the Federal Health Care Programs' Anti - Kickback Statute (42 U.S.C. § 1320a -7b) and any applicable regulations promulgated thereunder. The parties further recognize that this Agreement shall be subject to the amendments of the Anti - Kickback Statute or any of its applicable regulations. In the event any applicable provisions of the Anti - Kickback Statutes or its regulations invalidate or are otherwise inconsistent with the terms of this Agreement or would cause one or both of the parties to be in violation of the law, the parties shall exercise their best efforts to accommodate the terms and intent of this Agreement to the greatest extent possible consistent with the requirements of the Statute and its applicable regulations. H. No Obligation by Federal Government The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non - Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 1.3 Florida Public Records Reauirements: Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY -BRIAN a@MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. q ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS This Administrative Services Agreement (hereinafter referred to as the "Agreement"), made this 1 St day of November, 2011, is by and between Blue Cross and Blue Shield of Florida, Inc., a Florida corporation having its principal place of business at 4800 Deerwood Campus Parkway, Jacksonville, Florida 32246 (hereinafter referred to as "BCBSF") and Monroe County Board of County Commissioners, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 (hereinafter referred to as the "Employer"). WHEREAS, the Employer has established and currently sponsors a self-insured Employee Welfare Benefit Plan, to provide certain benefits (to be attached hereto as Exhibit "A" upon approval by both parties and hereinafter called the "Group Health Plan") for covered group members and their covered dependents; and WHEREAS, except as otherwise specifically provided herein, the Employer is to retain all liabilities under its Group Health Plan, and BCBSF is to provide the agreed upon services to the Group Health Plan without assuming any such liability; and WHEREAS, the Employer desires that, with respect to the Group Health Plan, BCBSF furnish certain claims processing and administrative services. BCBSF 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 this Agreement. NOW, therefore, in consideration of the mutual promises contained herein, and other good and valuable consideration, the parties agree as follows: SECTION I 1.1 Initial Term The initial Agreement term (the Initial Term) shall be for three (3) years beginning the 1 st day of November, 2011 (the effective date), and renewable at the County's option for two (2) additional consecutive one year terms. 1.2 Renewal Terms The terms of this Agreement shall be from the effective date hereof and continue for a period of three (3) years. This Agreement shall be automatically renewed for successive one-year terms until either party gives the other notice of cancellation in accordance with the terms set forth in this Agreement. BCBSF must provide the Employer at least ninety (90) days' notice of intent to terminate. The Employer must provide BCBSF with at least ninety (90) days' notice of intent to terminate. SECTION 11 I 2.1 Final Authority The Employer retains all final authority and responsibility for the Group Health Plan including, but not limited to eligibility and enrollment for coverage under the Group Health Plan, the existence of coverage, the benefits structure of the Group Health Plan, claims payment decisions, cost containment program decisions, utilization benefits management, compliance with the requirements of COBRA (Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), compliance with reporting and remitting abandoned property funds, and compliance with any other state and federal law or regulation applicable to the Employer, the Group Health Plan, or the administration of the Group Health Plan. The Employer agrees to provide BCBSF with any information BCBSF reasonably requires in order to perform the administrative services set forth herein. The Employer agrees to designate in writing a person with authority to act on the Employer's behalf on all matters concerning this Agreement. 2.2 Eligibility and Enrollment As of the first day of the term of this Agreement, the Employer will have delivered to BCBSF enrollment information regarding eligible and properly enrolled members, as determined by the Employer. The Employer shall deliver to BCBSF all employee and dependent eligibility status changes on a monthly basis, or more frequently as mutually agreed by the parties, The Employer shall be responsible for providing each covered employee with a copy of the plan document which shall include the Group Health Plan. I 2.3 Financial Obligations A. Claims Payment The Employer is financially responsible for the payment of all claims paid under the Group Health Plan. Financial arrangements regarding the payment of such claims are set forth in Exhibit "B". B. Administrative Fees The Employer agrees to promptly pay all administrative fees as set forth in Exhibit "B". Administrative fees are not subject to change during the Initial Term of this Agreement, except as set forth below. The administrative fees shall be paid to BCBSF in accordance with the Florida Local Government Prompt Payment Act within 30 days of BCBSF's written notification to the Employer of the amount owed. C. Modifications BCBSF may modify the administrative fees contained in Exhibit "B" at any time after the Initial Term of this Agreement, upon giving one hundred and twenty (120) days prior written notice to the Employer. Additionally, BCBSF, at any time, may modify the administrative fee, if the Employer materially modifies the Group Health Plan or if enrollment , A, decreases by 10%. 2.4 Use of Names and Logos The Employer agrees to allow BCBSF to use the Employees name and logo on I.D. cards and other forms necessary to effectuate this Agreement, and to promote the Employers relationship with BCBSF to potential or existing providers. BCBSF shall not use the Employers name or logo for any other purpose without the prior written consent of the Employer. The Employer agrees that the names, logos, symbols, trademarks, tradenames, and service marks of BCBSF, whether presently existing or hereafter established, are the sole property of BCBSF and BCBSF retains the right to the use and control thereof. The Employer shall not use BCBSF's name, logos, symbols, trademarks or service marks in advertising or promotional materials or otherwise without the prior written consent of BCBSF and shall cease any such usage immediately upon written notice by BCBSF or upon termination of this Agreement, whichever is sooner. -3- SECTION III 14111111 3.1 Generally It is understood and agreed that BCBSF is empowered and required to act with respect to the Group Health Plan only as expressly stated herein. The Employer and BCBSF agree that BCBSFs role is to provide administrative claims payment services, that BCBSF does not assume any financial risk or obligation with respect to claims, that the services rendered by BCBSF under this Agreement shall not include the power to exercise control over the Group Health Plan's assets, if any, or discretionary authority over the Health Care Plan's operations, and that BCBSF will not for any purpose, be deemed to be the "Plan Administrator" of the Group Health Plan or a "fiduciary" with respect to the Group Health Plan. BCBSFs services hereunder are intended to and shall consist only of ministerial functions. The Group Health Plan's "Administrator" is the Employer. 3.2 Enrollment: Forms and I.D. Cards BCBSF shall enroll those individuals who have completed an application and are identified by the Employer as eligible for benefits under the Group Health Plan on the effective date of this Agreement, and subsequently during the continuance of this Agreement. BCBSF shall be entitled to rely on the information furnished to it by the Employer, and the Employer shall hold BCBSF harmless for any inaccuracy or failure to provide such information in a timely manner. BCBSF shall furnish to the Employer, for distribution to persons participating in the Group Health Plan, benefit plan descriptions, forms to be used for submission of claims and enrollment, and any other forms necessary for the administration of the Group Health Plan, as determined by BCBSF. BCBSF shall furnish ID cards to covered group member's home addresses. 3.3 Claims Processing BCBSF shall provide claims processing services on behalf of the Employer for all properly submitted claims, in accordance with the benefits and procedures set forth in Exhibit "A", using funds solely supplied by the Employer as set forth in Exhibit "B". Additionally, BCBSF will comply with the performance guarantee measures set for in Exhibit E. BCBSF shall furnish each claimant with an explanation of each claim that is paid, rejected, suspended or denied. 4- F " For purposes of this Agreement, the term "claim(s)" shall be defined as the il amount paid or payable by BCBSF to providers of services and/or covered group members under this Agreement and the Group Health Plan, and in conformity With any agreements BCBSF enters into with such providers of services, and includes capitation, physician incentives, pharmacy, physician, hospital and other fee-for-service claims expenditures. 3.4 Program Administration BCBSF shall administer its established cost containment programs and utilization benefits management programs, as selected by the Employer and described in the Group Health Plan. BCBSF shall make available its Preferred Provider Organization Program(s) to covered group members and their covered dependents, as set forth in the Group Health Plan. Any agreements between providers of services and BCBSF are the sole property of BCBSF and BCBSF retains the right to the use and control thereof. 3.5 Inaccurate Payments Whenever BCBSF becomes aware that the payment of a claim under the Group Health Plan to any person was, or may have been, made which was not in accordance with the terms of the Group Health Plan, whether or not such payment was BCBSF's fault, and whether or not such payment was more than or less than was appropriate under the terms of the Group Health Plan, BCBSF shall investigate such payment in accordance with its standard commercial insurance business practices and either 1) for a payment of $50.00 or more, make a diligent effort to recover any payment which was more than was appropriate under the Group Health Plan or 2) as the case may be, adjust any claim the payment of which was less than appropriate under the Group Health Plan. The Employer delegates to BCBSF the discretion and the authority to determine under what circumstances to compromise a claim or to settle for less than the full amount of the claim. In the event any part of an inaccurate payment is recovered, the Employer will receive a refund from BCBSF. Nothing herein shall require BCBSF to institute a legal action or suit to recover payments made by BCBSF. Additionally, the Employer delegates to BCBSF the discretion and authority to pursue recoveries for claims paid as a result of fraud, abuse or other inappropriate action by a third party, including the right to opt-out or opt-in the Employer from any class action. These claims include, but are not limited to, all legal claims the Employer can assert whether based on common law or statute such as RICO, antitrust, deceptive trade practices, consumer fraud, insurance fraud, unjust enrichment, breach of fiduciary duty, breach of contract, breach of covenant of good faith and fair dealing, torts (including fraud, negligence, and product liability), breach of warranty, medical 10 monitoring, false claims and kickbacks. If BCBSF obtains a recovery from any of these efforts, BCBSF will reimburse the Employer's pro rata share of the recovery. This share is calculated from the Employer's claims history or covered members at the time of such recovery, less the Employer's pro rata share of costs, if any, fees paid to outside counsel and any other costs incurred in obtaining that recovery. BCBSF will not charge the Employer for any costs if BCBSF does not obtain a recovery that exceeds those costs. 3.6 Records and Reports BCBSF agrees to establish and maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. BCBSF shall provide to the Employer, records and reports generated for the purposes of reporting claims experience and conducting audits of operations. Employer shall have reasonable and timely access to such records and reports for public records purposes during the term of this Agreement and for five (5) years following the termination of this Agreement. BCBSF will provide claims information only in accordance with Exhibit C (and Exhibit D, if applicable) to this Agreement. BCBSF will provide a reasonable number of provider pricing agreements sufficient to conduct a proper audit for viewing by the auditor at BCBSF's corporate office in Jacksonville, Florida upon execution of the appropriate Confidentiality and Indemnification Agreement. BCBSF will not provide any other information which is of a confidential or proprietary nature, as determined by BCBSF. If an auditor employed by the Employer or its Clerk determines that monies paid to BCBSF pursuant to this Agreement were spent for purposes not authorized by this Agreement, BCBSF 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 BCBSF. 3.7 Claims Payments The source or sources of payment under the Group Health Plan are to be only the assets of the Employer, and BCBSF will have no liability whatsoever for providing a source from which payments will be made under the Group Health Care Plan. 3.8 Providers Outside the State of Florida Uln�� BCBSF or participates in a program called "BlueCard." Whenever member's access health care services outside the geographic area BCBSF serves, the claim for those services may be processed through BlueCard and presented -6- to BCBSF for payment in conformity with network access rules of the BlueCard Policies then in effect ("Policies"). Under BlueCard, when members receive covered health care services within the geographic area served by an on-site Blue Cross and/or Blue Shield Licensee ("Host Blue"), BCBSF will remain responsible to Employer for fulfilling BCBSF contract obligations. However, the Host Blue will only be responsible, in accordance with applicable BlueCard Policies, if any, for providing such services as contracting with its participating providers and handling all interaction with its participating providers. The financial terms of BlueCard are described generally below. B. Liability Calculation Method Per Claim The calculation of member liability on claims for covered health care services incurred outside the geographic area BCBSF serves and processed through BlueCard will be based on the lower of the provider's billed charges or the negotiated price BCBSF pays the Host Blue. The calculation of Employer's liability on claims for covered health care services incurred outside the geographic area BCBSF serves and processed through BlueCard will be based on the negotiated price BCBSF pays the Host Blue. The methods employed by a Host Blue to determine a negotiated price will vary among Host Blues based on the terms of each Host Blue's provider contracts. The negotiated price paid to a Host Blue by BCBSF on a claim for health care services processed through BlueCard may represent: (i) the actual price paid on the claim by the Host Blue to the health care provider ("Actual Price"), or (ii) an estimated price, determined by the Host Blue in accordance with BlueCard Policies, based on the Actual Price increased or reduced to reflect aggregate payments expected to result from settlements, withholds, any other contingent payment arrangements and non-claims transactions with all of the Host Blue's health care providers or one or more particular providers ("Estimated Price"), or (iii) an average price, determined by the Host Blue in accordance with BlueCard Policies, based on a billed charges discount representing the Host Blue's average savings expected after settlements, withholds, any other contingent payment arrangements and non-claims transactions for all of its providers or for a specified group of providers ("Average Price"). An Average Price may result in greater variation to the member and the Employer from the Actual Price than would an Estimated Price. -7- Host Blues using either the Estimated Price or Average Price will, in accordance with BlueCard Policies, prospectively increase or reduce the Estimated Price or Average Price to correct for over - or underestimation of past prices. However, the amount paid by the member and the Employer is a final price and will not be affected by such prospective adjustment. In addition, the use of a liability calculation method of Estimated Price or Average Price may result in some portion of the amount paid by the Employer being held in a variance account by the Host Blues, pending settlement with its participating providers. Because all amounts paid are final, the fund held in a variance account, if any, do not belong to the Employer and are eventually exhausted by provider settlements and through prospective adjustment to the negotiated prices. Statutes in a small number of states may require a Host Blue either (1) to use a basis for calculating the member's liability for covered health care services that does not reflect the entire savings realized, or expected to be realized, on a particular claim or (2) to add a surcharge. Should any state statutes mandate liability calculation methods that differ from the negotiated price methodology or require a surcharge, BCBSF would then calculate member's liability and the Employer liability for any covered health care services consistent with the applicable state statute in effect at the time the member received those services. C. Return of Recoveries Under BlueCard, recoveries from a Host Blue or from participating providers of a Host Blue can arise in several ways, including but not limited to anti-fraud and abuse audits, provider/hospital audits, credit balance audits, utilization review refunds, and unsolicited refunds. In some cases, the Host Blue will engage third parties to assist in discovery or collection of recovery amounts. The fees of such a third party are netted against the recovery. Recovery amounts, net of fees, if any, will be applied in accordance with applicable BlueCard Policies, which generally require correction on a claim-by-claim or prospective basis. Unless otherwise agreed to by the Host Blue, Home Licensees may request adjustments from the Host Blue for full provider refunds due to the retroactive cancellation of membership only for one year after the Inter-Licensee financial settlement process date of the original claim. However, recovery of claim payments associated with a retroactive cancellation may not be possible if the recovery conflicts with the Host Blue's state law, provider contracts or jeopardizes its relationship with its providers. D. BlueCard Fees and Compensation -8- Employer understands and agrees (1) to pay certain fees and compensation to BCBSF which BCBSF is obligated under BlueCard to pay to the Host Blue, to the Blue Cross Blue Shield Association, or to the BlueCard vendors, unless BCBSF's contract obligations to the Employer require those fees and compensation to be paid only by Administrator and (2) that fees and compensation under BlueCard may be revised from time to time without Employer's prior approval in accordance with the standard procedures for revising fees and compensation under BlueCard. Some of these fees and compensation are charged each time a claim is processed through BlueCard and include, but are not limited to, access fees, administrative expense allowance fees, Central Financial Agency Fees, and ITS Transaction Fees. Also, some of these claim-based fees, such as the access fee and the administrative expense allowance fee may be passed on to the Employer as an additional claim liability. Other fees include, but are not limited to, an 800 number fee and a fee for providing provider directories. E. Inconsistencies To the extent of any inconsistency between the above provision titled "Providers Outside the State of Florida" and other terms or conditions of the Agreement, the above provision controls. SECTION IV TERMINATION 4.1 Administration After Termination The Employer is solely liable and responsible for all claims incurred under the Group Health Plan by its covered group members and their dependents during the term of this Agreement, including those incurred claims which are not presented to the Employer or BCBSF during the term of this Agreement. BCBSF will adjudicate all claims incurred during the term of this Agreement. For purposes of this Agreement, the date of an incurred claim is the date the particular service was rendered or the supply was furnished. After the effective date of termination of this Agreement, the Employer will continue to provide BCBSF with funds to pay claims incurred prior to the termination date and will continue to pay the applicable administrative fees as set forth in Exhibit "B". 4.2 Unilateral Termination Either party may terminate this Agreement because of the failure of the other party to perform its obligations under the Agreement. The Employer may terminate this Agreement with or without cause upon ninety (90) days notice -9- to BCBSF. BCBSF may terminate this Agreement upon ninety (90) days prior written notice to the Employer after the Initial Term of this Agreement. 4.3 Termination On Anniversary Date After the Initial Term, this Agreement shall automatically terminate as of the date of any anniversary of the effective date of this Agreement, if either the Employer or BCBSF has given at least 90 days prior written notice to the other of its intention not to renew this Agreement as of that anniversary date 4.4 Termination Upon Default Upon the occurrence of any of the following events, as determined by BCBSF, this Agreement will automatically terminate at the end of the 8th business day following the day upon which the Employer is notified of any of the events of default set forth hereunder, and then only in the event that the Employer has not cured the incident of default: 1 The Employees failure to provide adequate funds, as set in Exhibit "B", as necessary for the payment of claims pursuant to the Group Health Plan; 2. The Employer's failure to pay any administrative fees as set forth in Exhibit "B" of this Agreement; 3. The Employer ceases to maintain a Group Health Plan; 4. The Employer modifies the Group Health Plan without the prior written consent of BCBSF; 5. At any time BCBSF has reasonable grounds for insecurity with respect to the Employer's financial ability to adequately fund the Group Health Plan, and the Employer has failed to immediately provide adequate assurances of financial soundness to BCBSF; 6. At any time any judicial or regulatory body determines that this Agreement, or any provision of this Agreement, is invalid or illegal, or that this arrangement constitutes an insurance policy or program which is subject to state and/or federal insurance regulations and/or taxation; 7. At any time the Employer otherwise materially breaches this Agreement. 4.5 Rights and Responsibilities Upon Termination -10- In the event of termination of this Agreement, the Employer will immediately notify each covered group member of the termination date. Termination of this Agreement for any reason shall not affect the rights or obligations of either party which arise prior to the date of termination. SECTION V LEGAL ACTION; INDEMNIFICATION 5.1 Standard of Care BCBSF and the Employer shall each use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims in the performance of its duties hereunder. 5.2 Liability: Indemnification BCBSF shall not be liable to the Employer or any other person for any mistake of judgment or other action taken in good faith, or for any loss or damage occasioned thereby, unless the loss or damage is due to BCBSF's gross negligence, criminal conduct or fraudulent acts. 5.3 Employer and BCBSF 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 no resolution can be reached within 30 days after the first meet and confer session, 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. 5.4 In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, Employer and BCBSF 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. Employer and BCBSF specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. SECTION VI MISCELLANEOUS PROVISIONS 6.1 Amendment Except as otherwise provided for herein, this Agreement may be modified, amended, renewed, or extended only upon mutual agreement, in writing, signed by the duly authorized representatives of the Employer and BCBSF. 6.2 Subsidiaries and Affiliates Any of the functions to be performed by BCBSF under this Agreement may be performed by BCBSF or any of its subsidiaries, affiliates, or designees. 6.3 Governing Law This Agreement is subject to and shall be governed by the laws of the State of Florida, except where those laws are preempted by the laws of the United States. 6.4 Venue All actions or proceedings instituted by the Employer or BCBSF hereunder shall be brought in a court of competent jurisdiction in Monroe County, Florida. 6.5 Waiver of Breach Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision. 6.6 Inconsistencies If the provisions of this Agreement are in any way inconsistent with the provisions of the Group Health Plan, then the provisions of this Agreement shall prevail and the other provisions shall be deemed modified, but only to the extent necessary to implement the intent of the parties expressed herein 6.7 Notices Any notice required to be given pursuant to this Agreement shall be in writing, postage pre-paid, and shall be sent by certified or registered mail, return receipt requested, or by Federal Express or other overnight mail delivery for which evidence of delivery is obtained by the sender, to BCBSF or the Employer at the addresses indicated on the first page of this Agreement, or such other addresses that the parties may hereafter designate. The notice shall be effective on the date the notice was posted. 6.8 Entire Agreement I This Agreement, including the attachments hereto, contains the entire agreement between BCBSF and the Employer with respect to the specific subject matter hereof. Any prior agreements, promises, negotiations or representations, either verbal or written, relating to the subject matter of this Agreement and not expressly set forth in this Agreement are of no force and effect. 6.9 Severabilily 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 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 Employer and BCBSF agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 6.10 Binding Effect of Agreement The Agreement shall be binding upon and inure to the benefit of the parties, their agents, servants, employees, successors, and assigns unless otherwise set forth herein or agreed to by the parties. 6.11 Survival The rights and obligations of the parties as set forth herein shall survive the termination of this Agreement to the extent necessary to effectuate the intent of the parties as expressed herein. 6.12 Independent Relationship Notwithstanding any other provision of this Agreement, in the performance of the obligations of this Agreement, each party is at all times acting and performing as an independent contractor with respect to the other party. It is further expressly agreed that no work, act, commission or omission of either party (or any of its agents or employees) pursuant to the terms and conditions of this Agreement, shall be construed to make or render such party (or any of its agents or employees) an agent, servant, representative, or employee of, or joint venture with, such other party. -13- 6.13 Nondiscrimination The parties 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 VI I of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 690dd-3), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe- County Code Chapter 13, Article V1, 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. 6.14 Covenant of No Interest Employer and BCBSF 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. BCBSF 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 Employer 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, SEE percentage, gift, or consideration paid to the former County officer or employee. The Employer and BCBSF 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, BCBSF agrees that the Employer 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. 6.15 Non-Waiver of Immunity Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Employer and the BCBSF 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 Employer be required to contain any provision 6.16 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 Employer, when performing their respective functions under this Agreement within the territorial limits of the Employer 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 Employer, in accordance with applicable law. 6.17 Le-gal Obligations and Responsibilities -15- 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 Employer, except to the extent permitted by the Florida constitution, state statute, and case law. 6.18 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 Employer and BCBSF agree that neither the Employer nor BCBSF 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. 6.19 Attestations BCBSF agrees to execute such documents as the Employer may reasonably require, including, but not being 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. I a- # 2 . . • No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of employer in his or her individual capacity, and no member, officer, agent or employee of employer shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 6.21 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. 6.22 Execution of Agreement -16- This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, on the date first written above, the parties have caused this Agreement to be executed by their duly authorized representatives. BLUE CROSS AND BLUE SHIELD 7 F LOR DA, INC. � *n a 6 Name (Printed) M N E COUNTY ATTORNEY �Nv--s Q Vcac� A OVE AS Q1F Title F Yff NTH 1A L. HALL' ASSIST OT COUNTY ATT 0 5-1I 7 01 PRN Date— rgi Date. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (SEAL) on EXHIBIT "A" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS GROUP HEALTH PLAN The entire Group Health Plan will be attached hereto and made a part of this Agreement upon approval by both parties. -Al- EXHIBIT "B" 440 to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS FINANCIAL ARRANGEMENTS 1. Effective Date The effective date of this Exhibit is November 1, 2011. 11. Weekly Payments. A. Each week, BCBSF will notify the Employer of the amount due to satisfy the previous week's paid claims liability. The Employer agrees to pay the full amount of the bill within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation. If the payment is not received by BCBSF by the payment due date, the payment will be considered past due. BCBSF will immediately suspend claims until payment is received by BCBSF. B. The Employer agrees to pay to BCBSF, each month during and after the term of this Agreement, an administrative fee, as set forth below. The Employer agrees to pay to BCBSF, each month, the administrative fee within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation of the amount due. If payment is not received by BCBSF by the due date, the payment will be considered past due. BCBSF will immediately suspend claims until payment is received by BCBSF. 111. Funding Information A. Method of Funding Transfer: CHECK IV. Administrative Fees: A. Administrative fees during the term of the Agreement: $45.50 per contract per month from November 1, 2011 through September 30, 2013 $46.86 per contract per month from October 1, 2013 through September 30, 2014 -B1- $48.27 per contract per month from October 1, 2014 through September 30, 2016 B. Administrative fees after the termination of the Agreement: 18% of claims paid. Access fees of up to 3.41% in 2011 and 3.17% in 2012 of Network Savings may be assessed for claims incurred in states under the BlueCard program as explained in more detail under Section III of the Agreement. This access fee will not exceed two thousand dollars ($2,000) for any one claim. C. The Employer agrees to pay BCBSF a one-time fee, not to exceed $40,000, for the cost related to integrating pharmacy claims data from the Employer's Pharmacy Benefit Administrator. V. Expected Enrollment A. The administrative fees referenced above are based on an expected enrollment of: 1,600. B. If the actual enrollment is materially different from this expected enrollment, BCBSF reserves the right to adjust the administrative fees as set forth in the Agreement. Actual administrative fees will be charged based on actual enrollment. For purposes of this paragraph, the term "materially" means an increase or decrease of greater than ten percent (10%). -B2- EXHIBIT iscif to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS HIPAA-AS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT This addendum ("Addendum") is effective upon execution and amends that Administrative Services Agreement ("Agreement") made as of November 1, 2011 by and among Blue Cross and Blue Shield of Florida, Inc. ("BCBSF"); Monroe County Board of County Commissioners ("Employer") and Monroe County Board of County Commissioners Health Plan ("GHP"). WHEREAS, Employer has established and maintains GHP as a self-insured employee welfare benefit plan, as described in GHP's Plan Document (referred to in the Agreement as the Group Health Plan); and WHEREAS, Employer and GHP desire to retain BCBSF to provide certain claim processing and administrative services with respect to GHP; and WHEREAS, Employer, GHP, and BCBSF agree to modify the Agreement to incorporate the provisions of this Addendum to address applicable requirements of the implementing regulations, codified at 45 Code of Federal Regulations ("C.F.R.") Parts 160-64, for the Administrative Simplification provisions of Title 11, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 (collectively, "HIPAA-AS"), so that GHP may meet its compliance obligations under HIPAA-AS, and to include additional provisions that Employer, GHP, and BCBSF desire to have as part of the Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, Employer, GHP, and BCBSF hereby agree as follows: I. DEFINITIONS All capitalized terms in this Addendum that are not defined by this Addendum will have the meaning ascribed to them by 45 C.F.R. Parts 160-64. The following terms have the following meanings when used in this Addendum: A. "Breach" means the unauthorized acquisition, access, use or disclosure of PHI which compromises the security or privacy of PHI B. "Covered Employee" means the person to whom coverage under GHP has been extended by Employer. -cl- C. "Covered Person" means the Covered Employee and any other persons to whom coverage has been extended under GHP as specified by GHP's Plan Document. D. "Creditable Coverage Certificate" means a certificate disclosing information relating to an individual's creditable coverage under a health care benefit program for purposes of reducing any preexisting condition limitation or exclusion imposed by any group health plan coverage. E. "Disclose" and "disclosure" mean, with respect to Protected Health Information, release, transfer, providing access to or divulging to a person or entity not within BCBSF. F. "Electronic Protected Health Information" means Protected Health Information that is (1) transmitted by electronic media or (2) maintained in electronic media. G. "Protected Health Information" means the Protected Health Information, as that term is defined in 45 C.F.R. § 160.103, that BCBSF creates or receives for, on behalf of, or from GHP (or from a GHP Business Associate) in the performance of BCBSF's duties under the Agreement and this Addendum. For purposes of this Addendum, Protected Health Information encompasses Electronic Protected Health Information. H. "Plan Document" means GHP's written documentation that informs Covered Persons of the benefits to which they are entitled from GHP and describes the procedures for (1) establishing and carrying out funding of the benefits to which Covered Persons are entitled under GHP, (2) allocating and delegating responsibility for GHP's operation and administration, and (3) amending the Plan Document. Employer and GHP represent and warrant that GHP's Plan Document provides for the allocation and delegation of the responsibilities assigned to BCBSF under the Agreement. "Unsecured PHI" means PHI that is not secured through the use of technology or methods approved by the Secretary of Health and Human Services to render the PHI unusable, unreadable or indecipherable to unauthorized individuals. J. "Use" means, with respect to Protected Health Information, utilization, employment, examination, analysis or application within BCBSF. PART 2--BCBSF'S RESPONSIBILITIES IL SERVICES PROVIDED BY BCBSF During the continuance of the Agreement, BCBSF will perform the services set forth in the Agreement with respect to the benefits offered to Covered Persons by GHP. -C2- 111. PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION I A. Preservation of Privacy BCBSF will keep confidential all Protected Health Information that BCBSF creates or receives on GHPs behalf or receives from GHP (or another Business Associate of GHP) in the performance of its duties under the Agreement and this Addendum. B. Prohibition on Non-Permitted Use or Disclosure BCBSF will neither use nor disclose Protected Health Information (including any Protected Health Information that BCBSF may receive from a GHP Business Associate) except (1) as permitted or required by this Addendum, (2) as permitted or required in writing by GHP, or (3) as Required by Law. C. Permitted Uses and Disclosures BCBSF will be permitted to use or disclose Protected Health Information only as follows: 1. GHP's Payment Activities and Health Care Operations BCBSF will be permitted to use and disclose Protected Health Information for Payment, Health Care Operations, and Data Aggregation for GHP, including programs administered by BCBSF for GHP that may improve the quality and reduce the cost of care Covered Persons receive. Those programs administered by BCBSF for GHP: X _ include (but are not limited to) do not include a payer-based health record program (i.e., Care Profile). 2. Another Covered Entity's Payment Activities and Health Care Operations BCBSF will be permitted to disclose Protected Health Information in accordance with 45 C.F.R. § 164.506(c) for the Payment activities of another Covered Entity or Health Care Provider and for the qualifying Health Care Operations of another Covered Entity. 3. Provider's Treatment Activities BCBSF will be permitted to disclose Protected Health Information in accordance with 45 C.F.R. § 164.506(c) for the Treatment activities of a Health Care Provider. -C3- 4. Covered Person Permission BCBSF will be permitted to use or disclose Protected Health Information in accordance with an authorization or other permission granted by an Individual (or the Individual's Personal Representative) in accordance with 45 C.F.R. § 164.508 or 45 C.F.R. § 164.510, as applicable. 5. BCBSF's Own Management and Administration a. Protected Health Information Use BCBSF will be permitted to use Protected Health Information as necessary for BCBSF's proper management and administration or to carry out BCBSF's legal responsibilities. b. Protected Health Information Disclosure BCBSF will be permitted to disclose Protected Health Information as necessary for BCBSF's proper management and administration or to carry out BCBSF's legal responsibilities only (i) if the disclosure is Required by Law, or (ii) if before the disclosure, BCBSF obtains from the entity to which the disclosure is to be made reasonable assurance, evidenced by written contract, that the entity will (1) hold Protected Health Information in confidence, (2) use or further disclose Protected Health Information only for the purposes for which BCBSF disclosed it to the entity or as Required by Law; and (3) notify BCBSF of any instance of which the entity becomes aware in which the confidentiality of any Protected Health Information was breached. 6. De-Identified Health Information BCBSF may use Protected Health Information to create De- Identified Health Information in conformance with 45 C.F.R. § 164.514(b). BCBSF may use and disclose De- Identified Health Information for any purpose, including after any termination of the Agreement and this Addendum. 7. Limited Data Set a. Creation of Limited Data Set. BCBSF may use Protected Health Information to create a Limited Data Set: that contains the minimum amount of Protected Health Information reasonably necessary to accomplish the purposes set out in Paragraph b of this Section III.C.7, below; and ii. from which have been removed all of the direct identifiers, as specified in 45 C.F.R. § 164.514(e)(2), -C4- of the Individuals whose Protected Health Information is included in the Limited Data Set and of the relatives, household members and employers of those Individuals. b. BCBSIF's Permitted Uses and Disclosures. BCBSF may use and disclose the Limited Data Set for only Health Care Operations permitted by this Addendum. C. Prohibition on Unauthorized Use or Disclosure. i. BCBSF will neither use nor disclose the Limited Data Set for any purpose other than as permitted by Paragraph b of this Section III.C.7, as otherwise permitted in writing by GHP, or as Required by Law. ii. BCBSF is not authorized to use or disclose the Limited Data Set in a manner that would violate the Privacy Rule, 45 C.F.R. Part 164, Subpart E, if done by GHP. iii. BCBSF will not attempt to identify the information contained in the Limited Data Set or contact any Individual who may be the subject of information ry contained in the Limited Data Set. d. Information Safeguards. BCBSF will adopt and use appropriate administrative, physical, and technical safeguards to preserve the integrity and confidentiality of the Limited Data Set and to prevent its use or disclosure other than as permitted by this Section III.C.7. e. Permitted Subcontractors, and Agents. BCBSF will require any agent or subcontractor to which it discloses the Limited Data Set, to agree to comply with the same restrictions and conditions that apply to BCBSFs use and disclosure of the Limited Data Set pursuant to this Section III.C.7. E Breach of Privacy Obligations. BCBSF will report to GHP any use or disclosure of the Limited Data Set that is not permitted by this Section III.C.7 of which BCBSF becomes aware. D. Minimum Necessary BCBSF will, in the performance of its functions and activities on GNP's behalf under the Agreement and this Addendum, make reasonable efforts to use, to disclose, yl or to request of a Covered Entity only the minimum necessary amount of Protected -05- H. Reportina Non - Permitted Use or Disclosure and Security Incidents 1. Privacy Breach BCBSF will report to GHP any use or disclosure of Protected Health Information not permitted by this Addendum or in writing by GHP, including Breaches of Unsecured PHI, of which BCBSF becomes aware in accordance with relevant legal requirements. BCBSF will cooperate with GHP in GHP's performance of investigation or assessments necessary to determine whether a Breach of Unsecured PHI has occurred. GHP shall bear sole responsibility for determining the need for and implementing notification concerning any Breach of Unsecured PHI, 2. Security Incidents BCBSF will report to GHP any incident of which BCBSF becomes aware that is (a) a successful unauthorized access, use or disclosure of Electronic Protected Health Information; or (b) a successful major (i) modification or destruction of Electronic Protected Health Information or (ii) interference with system operations in an Information System containing Electronic Protected Health Information. Upon GHP's request, BCBSF will report any incident of which BCBSF becomes aware that is a successful minor (a) modification or destruction of Electronic Protected Health Information or (b) interference with system operations in an O Information System containing Electronic Protected Health Information. NW 1. Duty to Mitinate BCBSF will mitigate to the extent practicable any harmful effect of which BCBSF is aware that is caused by any use or disclosure of Protected Health Information in violation of this Addendum. J. Termination of Addendum GHP will have the right to terminate the Agreement and this Addendum if BCBSF has engaged in a pattern of activity or practice that constitutes a material breach or violation of BCBSFs obligations regarding Protected Health Information under this Addendum and, on notice of such material breach or violation from GHP, fails to take reasonable steps to cure the breach or end the violation. If BCBSF fails to cure the material breach or end the violation within 90 days after receipt of GHP's notice, GHP may terminate the Agreement and this Addendum by providing BCBSF written notice of termination, stating the uncured material breach or violation that provides the basis for the termination and specifying the effective date of the termination. -C7- K. Disposition of Protected Health Information 1. Return or Destruction Feasible Upon termination of the Addendum, BCBSF will, if feasible, return to GHP or destroy, all Protected Health Information in BCBSF's custody or control (or in the custody or control of any subcontractor or agent to which BCBSF disclosed Protected Health Information). BCBSF will complete such return or destruction as promptly as practical after termination of the Addendum. 2. Return or Destruction Not Feasible BCBSF will identify for GHP any Protected Health Information that BCBSF (or any subcontractor or agent to which BCBSF disclosed Protected Health Information) cannot feasibly return to GHP or destroy upon termination of the Addendum and will describe the purposes that make the return to GHP or destruction infeasible. BCBSF will limit its (and, by its written contract pursuant to Section III.F. above, any subcontractor's or agent's) further use or disclosure of Protected Health Information after termination of the Addendum to the purposes that make return to GHP or destruction infeasible and to those uses or disclosures Required by Law. 3. Ongoing Privacy and Security Obligations BCBSFs obligations to preserve the privacy and safeguard the security of Protected Health Information as specified in this Addendum will survive termination or other conclusion of the Agreement and this Addendum. IV. ACCESS, AMENDMENT, AND DISCLOSURE ACCOUNTING FOR PROTECTED HEALTH INFORMATION A. Access BCBSF will, consistent with 45 C.F.R. § 164.524(b)(2), make available to the Covered Person (or the Covered Person's Personal Representative) for inspection and copying any of the Protected Health Information about the Covered Person that qualifies as part of a Designated Record Set that BCBSF has in its custody or control, and that is not exempted from access by 45 C.F.R. § 164.524(a), so that GHP can meet its access obligations under 45 C.F.R. § 164.524. B. Amendment BCBSF will, consistent with 45 C.F.R. § 164.526(b)(2), amend, pursuant to a Covered Person's written request to amend (or a written request to amend by the Covered Person's Personal Representative), any portion of Protected Health Information about the Covered Person that qualifies as part of a Designated Record Set that BCBSF has in its custody or control, so that GHP can meet its amendment obligations under 45 C.F.R. § 164.526. _C8- C. Disclosure Accounting bo So that GHP may meet its disclosure accounting obligations under 45 C.F.R. § 164.528, BCBSF will do the following: 1. Disclosure Trackin Starting April 14, 2003, BCBSF will, consistent with 45 C.F.R. § 164.528(b), record each disclosure of Protected Health Information that is not excepted from disclosure accounting under 45 C.F.R. § 164.528(a) that BCBSF makes to GHP or to a third party ("Accountable Disclosures"). 2. Disclosure Trackina Time Periods BCBSF will have available for Covered Person the disclosure information for each Accountable Disclosure for at least six (6) years immediately following the date of the Accountable Disclosure (except BCBSF will not be required to have disclosure information for disclosures occurring before April 14, 2003). 3. Provision of Disclosure Information BCBSF will, consistent with 45 C.F.R. § 164.528(c)(1), make available to the Covered Person (or the Covered Person's Personal Representative) the disclosure information regarding the Covered Person, so that GHP can meet its disclosure accounting obligations under 45 C.F.R. § 164.528. D. Restriction Requests GHP will direct a Covered Person to promptly notify BCBSF in the manner designated by BCBSF of any request for restriction on the use or disclosure of Protected Health Information about a Covered Person that may affect BCBSF. Consistent with 45 C.F.R. § 164.522(a), and on behalf of GHP, BCBSF will agree to or deny any such restriction request. BCBSF will not be in breach of the Agreement or this Addendum for failure to comply with a restriction request on the use or disclosure of Protected Health Information about a Covered Person unless GHP or the Covered Person (or the Covered Person's Personal Representative) notifies BCBSF in the manner designated by BCBSF of the terms of the restriction and BCBSF agrees to the restriction request in writing. E. Confidential Communications BCBSF will provide a process for a Covered Person to request that BCBSF communicate with the Covered Person about Protected Health Information about the Covered Person by confidential alternative location, and Covered Person to provide BCBSF with the information that BCBSF needs to be able to evaluate that request. Consistent with 45 C.F.R. § 164.522(b) and on behalf of GHP, BCBSF will agree to or deny any confidential communication request. Furthermore, BCBSF will develop _C9- policies and procedures consistent with 45 C.F.R. § 164.522(b) to fulfill its obligations under this paragraph. BCBSF will provide a process for termination of any requirement to communicate with the Covered Person about Protected Health Information about the Covered Person by confidential alternative location. F. Complaint Process BCBSF will, consistent with 45 C.F.R. § 164.530(d) and on behalf of GHP, provide a process for Covered Persons (or Covered Person's Personal Representative) to make complaints concerning BCBSF's policies and procedures, which policies and procedures GHP hereby adopts as its own so that GHP can meet its compliance obligations under 45 C.F.R. Part 164. V. GHP'S PRIVACY PRACTICES NOTICE A. Preparation of GHP's Privacy Practices Notices BCBSF will prepare Privacy Practices Notices appropriate for the benefit plans that BCBSF administers for GHP under the Agreement and reflective of the requirements of 45 C.F.R. Part 164 pertaining to use and disclosure of Protected Health Information and Covered Person's rights with respect to Protected Health Information. The Privacy Practices Notices will address whether GHP discloses or authorizes BCBSF to disclose to Employer enrollment data, Summary Health Information that may include Covered Persons' Individually Identifiable Health Information, or Protected Health Information for plan administration functions. Unless otherwise agreed upon by the Parties, GHP hereby adopts BCBSFs Privacy Practices Notice attached as EXHIBIT 1, and any future revisions thereof, as its own. B. Distribution of GHP's Privacy Practices Notice BCBSF will distribute GHP's then effective and appropriate Privacy Practices Notice to each new Covered Employee upon the Covered Employee's enrollment in GHP and to any Covered Employee upon request. BCBSF will distribute any GHP revised Privacy Practices Notice to each Covered Employee then enrolled in GHP, and may distribute any GHP revised Privacy Practices Notice to any other Covered Person over the age of 18 then enrolled in GHP, within sixty (60) days after any material change in GHP's Privacy Practices Notice. BCBSF will distribute GHP's Privacy Practices Notice to any Covered Person requesting it. Additionally, every three (3) years after April 14, 2003, BCBSF will notify each Covered Employee then enrolled in GHP, and may notify any other Covered Person over the age of 18 then enrolled in GHP, of the availability of GHP's Privacy Practices Notice upon request. _C10- C. BCBSF to Comply with Notices BCBSF will neither use nor disclose Protected Health Information in any manner inconsistent with the content of GNP's then current Privacy Practices Notice applicable to the benefit plans that BCBSF administers for GHP under the Agreement. V1. ISSUANCE OF CERTIFICATE OF CREDITABLE COVERAGE At the written or electronic direction of Employer or GHP, BCBSF may use and disclose Protected Health Information to issue to each Covered Person, whose coverage under a benefits plan administered pursuant to the Agreement terminates during the term of the Agreement, a Certificate of Creditable Coverage. The Certificate of Creditable Coverage will be based upon the coverage that the Covered Person had under the benefits plan administered pursuant to the Agreement and the information that Employer or GHP provides to BCBSF regarding the Covered Person's coverage eligibility and coverage termination under that benefits plan. V11. SAFEGUARDING PROTECTED HEALTH INFORMATION A. Privacy of Protected Health Information BCBSF will maintain reasonable and appropriate administrative, physical, and technical safeguards, consistent with 45 C.F.R. § 164.530(c) and any other implementing regulations issued by DHHS that are applicable to BCBSF as GNP's sri Business Associate, to protect against reasonably anticipated threats or hazards to and to ensure the security and integrity of Protected Health Information, to protect against reasonably anticipated unauthorized use or disclosure of Protected Health Information, and to reasonably safeguard Protected Health Information from any intentional or unintentional use or disclosure in violation of this Addendum. B. Security of Electronic Protected Health Information BCBSF will develop, implement, maintain, and use administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that BCBSF creates, receives, maintains, or transmits on behalf of GHP consistent with the Security Rule, 45 C.F.R. Part 164, Subpart C. V111. INSPECTION OF INTERNAL PRACTICES, BOOKS, AND RECORDS BCBSF will make its internal practices, books, and records relating to its use and disclosure of Protected Health Information available to GHP and to DHHS to determine GHP's compliance with 45 C.F.R. Part 164, Subpart E "Privacy of Individually Identifiable Health Information." AW -C11- PART 3-EMPLOYER'S RESPONSIBILITIES IX. DATA EXCHANGE BETWEEN EMPLOYER AND BCBSF A. Enrollment Data BCBSF may disclose to Employer the minimum necessary information regarding whether an individual is a Covered Person participating in GHP or enrolled or disenrolled from coverage under the GHP. Employer may electronically exchange data with BCBSF regarding the enrollment and disenrollment of Covered Persons as participants in GHP using the Enrollment and Disenrollment in Health Plan Standard Transaction (ASC X12N 834-Benefit Enrollment and Maintenance) as specified in 45 C.F.R. Part 162, Subpart O. B. Other Data Exchanges and Notifications Employer will exchange with BCBSF all data not otherwise addressed in this Section IX and any notification by using such forms, tape formats, or electronic formats as BCBSF may approve. Employer will furnish all information reasonably required by BCBSF to effect such data exchanges or notifications. X. SUMMARY HEALTH INFORMATION Upon Employer's written request for the purpose either (A) to obtain premium bids for providing health insurance coverage under GHP, or (13) to modify, amend, or terminate GHP, BCBSF will provide Summary Health Information regarding the Covered Persons participating in GHP to Employer. X1. EMPLOYER'S CERTIFICATION Employer hereby makes the certification specified in EXHIBIT 2 so that Employer may request and receive the minimum necessary Protected Health Information from BCBSF for those plan administration functions that Employer will perform for GHP. GHP therefore authorizes BCBSF to disclose the minimum necessary Protected Health Information to those authorized representatives of Employer as specified in EXHIBIT 3 for the plan administration functions that Employer will perform for GHP as specified in GHP's Plan Document as amended and in EXHIBIT 3. BCBSF may rely on Employer's certification and , GHP's authorization that Employer has provided the requisite certification and will have no obligation to verify (1) that GHP's Plan Document has been amended to comply with the requirements of 45 C.F.R. § 164.504(f)(2), 45 C.F.R. § 164.314(b)(2), or this Section XI, or (2) that Employer is complying with GHP's Plan Document as amended. -C12- PART 4-MISCELLANEOUS i� X11. AUTOMATIC AMENDMENT TO CONFORM TO APPLICABLE LAW Upon the compliance date of any final regulation or amendment to final regulation with respect to Protected Health Information, Standard Transactions, the security of Health Information, or other aspects of HIPAA-AS applicable to this Addendum or to the Agreement, this Addendum will automatically amend such that the obligations imposed on Employer, GHP, and BCBSF remain in compliance with such regulations, unless BCBSF elects to terminate the Agreement by providing Employer and GHP notice of termination in accordance with the Agreement at least 90 days before the compliance date of such final regulation or amendment to final regulation. XJIL CONFLICTS The provisions of this Addendum will override and control any conflicting provision of the Agreement. All nonconflicting provisions of the Agreement will remain in full force and effect. XIV. ADD GHP AS A PARTY TO AGREEMENT Notwithstanding Section 3.1 of the Agreement, in order to make clear the respective HIPAA-AS compliance obligations of BCBSF, GHP, and Employer, as set forth in this Addendum, GHP shall hereby be added as a separate party to the Agreement. rat XV. REVISION TO SECTION 3.3 The first sentence of Section 3.3 of the Agreement shall be deleted and replaced as follows: "The BCBSF shall provide claims processing services on behalf of the Group Health Plan." XV1. REVISION TO SECTION 3.6 In order for GHP to be able to comply with its obligations under the HIPAA-AS Privacy and Security Rules and for Employer and BCBSF to be able to comply with their obligations hereunder, the terms and conditions of Section 3.6 of the Agreement, and any subsequent amendments made thereto by the parties, shall be made subject to this Addendum. XVIL REVISION TO SECTION 6.6 Section 6.6 of the Agreement shall be given effect except with respect to the subject matter of this Addendum, in which case Section XIII of this Addendum shall control. XV111. COMPLIANCE DATE FOR SECURITY OBLIGATIONS BCBSF's security obligations as set forth in Sections IILF, III.H.2, and VILB herein shall take effect the later of (A) the last date set forth in PART 5 below or (B) the compliance -C 13- deadline of the HIPAXAS Security Rule (which is, as of the date hereof, April 20, 2005 or April 20 2006 for Small Health Plans). XVIX. HITECH COMPLIANCE BCBSF shall comply with all applicable requirements of Title XII, Subtitle D of the Health Information Technology for Economic and Clinical Health Act ("HITECH"), 42 U.S.C. Sections 17921- 17954 and.all applicable HITECH implementing regulations issued by the Department of Health and Human Services as of the date by which BCBSF must comply with such statutory and regulatory requirements. PART 6—SIGNATURES BCBSF: GROUP HEALTH PLAN: Blue Cross and Blue Shield of Monroe County Board of County Florida, Inc. Commission Group He Plan J — By: By: Ifi?A Title: /* Date: Date: /(D -/ cy- EMPLOYER: Monroe Coun ommissioners By: Title: Mcr ve> iex /* Kfyuz Date: MON E C U NTY ATTORNEY (SEAL) ROVED rg'FRW VJAGE CLERK A M: DANNY L. KO L ,FUR ATTEST. #;YNTHIA L. ALL ASSISTANT FAUNTY ATTORNEY BY Oats DEPUTY CLERK -C 14- EXHIBIT 1— SAMPLE NOTICE OF PRIVACY PRACTICES THIS NOTICE DESCRIBES HOW HEALTH INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. Si usted desea una copia de esta notificaci6n en espahol, por favor comuniquese con un representante de servicid al cliente utilizando e/ nornero teleffinico indicado en su tadeta de asegurado. Health Insurance Portability And Accountability Act- Administrative Simplification (HIPAA-AS) Notice of Privacy Practices for your group health plan Sponsored by your employer and for which Blue Cross and Blue Shield of Florida, Inc. or Health Options, Inc. provides claim administration and other services. Our Legal Duty As your health plan, we are required by applicable federal and state laws to maintain the privacy of your protected health information (PHI). This notice describes our privacy practices, our legal duties, and your rights concerning your PHI. We will follow the privacy practices that are described in this notice while it is in effect. This notice took effect April 14, 2003, and will remain in effect until a revised notice is issued. We reserve the right to change our privacy practices and the terms of this notice at any time and to make the terms of our notice effective for all PHI that we maintain. Before we make a significant change in our privacy practices, we will change this notice and send the new notice to you. How we can use or disclose PHI without a specific authorization To You: We must disclose your PHI to you, as described in the Individual Rights section of this notice. For Treatment: For example: we may disclose PHI in an electronic health record we create from claims information, to a doctor or hospital at their request, in order for them to provide treatment to you. Additionally, we may disclose PHI to a doctor, dentist or a hospital at their request for their treatment purposes. For Payment: For example: we may use and disclose PHI to pay claims for services provided to you by doctors, dentists or hospitals. We may also disclose your PHI to a health care provider or another health plan so that the provider or plan may obtain payment of a claim or engage in other payment activities. -C15- For Health Care Operations: For example: we may use or disclose PHI to conduct quality assessment and improvement activities, to conduct fraud and abuse investigations, to engage in care coordination or case management or to communicate with you about health related benefits and services or about treatment alternatives that may be of interest to you. We may also disclose PHI to a health care provider or another health plan subject to federal privacy laws, as long as the provider or plan has or had a relationship with you and the PHI is disclosed only for certain health care operations of that provider or plan. We may also disclose PHI to other entities with which we have contracted to perform or provide certain services on our behalf (i.e. business associates). For Public Health and Safety: We may use or disclose PHI to the extent necessary to avert a serious and imminent threat to the health or safety of you or others. We may also disclose PHI for public health and government health care oversight activities and to report suspected abuse, neglect or domestic violence to government authorities. As Required by Law: We may use or disclose PHI when we are required to do so by law. For Process and Proceedings: We may disclose PHI in response to a court or administrative order, subpoena, discovery request, or other lawful process. For Law Enforcement: We may disclose PHI to a law enforcement official with regard to crime victims and criminal activities. Special Government Functions: We may disclose the PHI of military personnel or inmates or other persons in lawful custody under certain circumstances. We may disclose PHI to authorized federal officials for lawful national security activities. To Plan Sponsors (including employers who act as Plan Sponsors): We may disclose enrollment and disenrollment information to the Plan Sponsor of your group health plan. We may also disclose certain PHI to the Plan Sponsor to perform plan administration functions. We may disclose summary health information to the Plan Sponsor so that the Plan Sponsor may: • Obtain premium bids • Decide whether to amend, modify or terminate your group health plan For Research, Death, and Organ Donation: We may use or disclose PHI in certain circumstances related to research, death or organ donation. For Workers Compensation: We may disclose PHI as permitted by workers' compensation and similar laws. Uses and disclosures of PHI permitted only after authorization is received Authorization: You may give us written authorization to use your PHI or to disclose it to anyone for any purpose not otherwise permitted or required by law. If you give us an I -C16- authorization, you may revoke it in writing at any time. Your revocation will not affect any use or disclosure permitted by your authorization while it was in effect. To Family and Friends: While the law permits us in certain circumstances to disclose your PHI to family, friends and others, we will do so only with your authorization. In the event you are unable to authorize such disclosure, but emergency or similar circumstances -indicate that disclosure would be in your best interest, we may disclose your PHI to family, friends or others to the extent necessary to help with your health care coverage arrangements. Individual Rights To exercise any of these rights, please call the customer service number on your ID card. Access: With limited exceptions, you have the right to review in person, or obtain copies of your PHI. We may charge you a reasonable fee as allowed by law. Amendment: With limited exceptions, you have the right to request that we amend your PHI. Disclosure Accounting: You have the right to request and receive a list of certain disclosures made of your PHI. If you request this list more than once in a 12-month period, we may charge you a reasonable fee as allowed by law to respond to any additional request. Use/Disclosure Restriction: You have the right to request that we restrict our use or disclosure of your PHI for certain purposes. We are not required to agree to a requested restriction. We will agree to restrict the use or disclosure of your PHI provided the law allows and we determine the restriction does not impact our ability to administer your benefits. Even when we agree to a restriction request, we may still disclose your PHI in a medical emergency, and use or disclose your PHI for public health and safety and other similar public benefit purposes permitted or required by law. Confidential Communication: You have the right to request that we communicate with you in confidence about your PHI at an alternative address. When you call the customer service number on your ID card to request confidential communications at an alternative address, please ask for a PHI address. NOTE: If you choose to have confidential communications sent to you at a PHI address, we will only respond to inquiries from you. If you receive services from any health care providers, you are responsible for notifying those providers directly if you would like a PHI address from them. Privacy Notice: You have the right to request and receive a copy of this notice at any time. For more information or if you have questions about this notice, please contact us using the information listed at the end of this notice. -C17- Organizations Covered by this Notice This Notice applies to the privacy practices of the organizations listed below: Your group health plan Sponsored and Blue Shield of Florida, Inc. administration and other services. by your employer and for which Blue Cross or Health Options, Inc. provides claim Complaints If you are concerned that we may have violated your privacy rights, you may complain to us using the contact information listed at the end of this notice. You may also submit a written complaint to the U.S. Department of Health and Human Services. We will provide you with the address for the U.S. Department of Health and Human Services upon request. We support your right to protect the privacy of your PHI. We will not retaliate in any way if you choose to file a complaint with us or with the U.S. Department of Health and Human Services. Contact Office: BCBSF Corporate Compliance Office, administrative service provider for your group health plan. Telephone: 888-574-2583 Address: P.O. Box 44283, Jacksonville, FL 32203-4283 Blue Cross and Blue Shield of Florida, Inc. and its subsidiary, Health Options, Inc., are Independent Licensees of the Blue Cross and Blue Shield Association. _C18- EXHIBIT 2-EMPLOYER'S CERTIFICATION PART I — Employer to Amend Plan Documents for Privacy provisions Employer certifies that Employer has amended GHP's Plan Document to incorporate the provisions required by 45 C.F.R. § 164.504(f)(2), as set forth below, and agrees to comply with GHP's Plan Document as amended. 1. Neither use nor further disclose Protected Health Information, except as permitted or required by GNP's Plan Document or as required by law, 2. Neither use nor disclose Protected Health Information for any employment- related action or decision, or in connection with any other benefit or employee benefit plan of Employer. 3. Ensure adequate separation between Employer and GHP by (a) describing those employees or classes of employees or other persons under Employer's control who will be given access to Protected Health Information to perform plan administration functions for GHP, (b) restricting the access to and use of Protected Health Information by such employees or other persons to the plan administration functions that Employer will perform for GHP, and (c) instituting an effective mechanism for resolving any noncompliance with GHP's Plan Document by such employees or other persons. 4. Ensure that any subcontractor or agent to which Employer provides Protected Health Information agrees to the restrictions and conditions of GHP's Plan Document with respect to Protected Health Information. 5. Report to GHP any use or disclosure of Protected Health Information of which Employer becomes aware that is inconsistent with the uses and disclosures allowed by GHP's Plan Document. 6. Make Protected Health Information available to GHP or, at GHP's direction, to the Covered Person who is the subject of Protected Health Information (or the Covered Person's Personal Representative) so that GHP can meet its access obligations under 45 C. F.R. § 164.524. 7. Make Protected Health Information available to GHP for amendment and, on notice from GHP, amend Protected Health Information, so that GHP can meet its amendment obligations under 45 C. F.R. § 164.526. Record Disclosure Information as defined above for each disclosure that Employer makes of Protected Health Information that is not excepted from disclosure accounting and provide that Disclosure Information to GHP on request so that GHP can meet its disclosure accounting obligations under 45 C.F.R. § 164.528. 9. Make its internal practices, books, and records relating to its use and disclosure of Protected Health Information available to GHP and to DHHS to determine 4"f -C19- GHP's compliance with 45 C.F.R. Part 164, Subpart E "Privacy of Individually Identifiable Health Information." 10. Return to GHP or destroy if feasible all Protected Health Information in whatever form or medium that Employer (and any subcontractor or agent of Employer) received from GHP or BCBSF, including all copies thereof and all data, compilations, and other works derived there from that allow identification of any present or past Covered Person who is the subject of Protected Health Information, when Employer no longer needs Protected Health Information for the plan administration functions for which the Employer received Protected Health Information. Employer will limit the use or disclosure of any of Protected Health Information that Employer (or any subcontractor or agent of Employer) cannot feasibly return to GHP or destroy to the purposes that make its return to GHP or destruction infeasible. PART 2 - Employer to Amend Plan Documents for Security provisions Employer further certifies that Employer has amended GHP's Plan Document to incorporate the provisions required by 45 C.F.R. § 164.314(b)(2), as set forth below, and agrees to comply with GHP's Plan Document as amended. 1 Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic Protected Health Information that Employer creates, receives, maintains or transmits on GHP's behalf. 2. Ensure that the adequate separation between Employer and GHP required by 45 C.F.R. § 164.504(f)(2)(iii) (as described in item 3 above) is supported by reasonable and appropriate Security Measures. 3. Ensure that any subcontractor or agent to which Employer provides Electronic Protected Health Information agrees to implement reasonable and appropriate Security Measures to protect the Electronic Protected Health Information. 4. Report to GHP any incident of which Employer becomes aware that is (a) a successful unauthorized access, use or disclosure of Electronic Protected Health Information; or (b) a successful major (i) modification or destruction of Electronic Protected Health Information or (ii) interference with system operations in an Information System containing Electronic Protected Health Information. Upon GHP's request, Employer will report any incident of which Employer becomes aware that is a successful minor (a) modification or destruction of Electronic Protected Health Information or (b) interference with system operations in an Information System containing Electronic Protected Health Information. -C20- EXHIBIT 3- DISCLOSURE OF PROTECTED HEALTH INFORMATION FOR PLAN ADMINISTRATION Group Health Plan ("GHP") must promptly notify BCBSF in writing if any of the information contained in EXHIBIT 3 changes. PART I Name(s) and Title(s) of Employer representatives (i.e. employees of Employer) authorized to request and receive the minimum necessary Protected Health Information from BCBSF: Teresa Aguiar, Director Employee Services Meggan Meggs, Senior Benefits Coordinator Maria Fernandez-Gonzalez, Senior Benefits Administrator Louise Basham, Insurance Specialist Megan Yarbrough, Employee Benefits Assistant for the performance of the following plan administration functions for GHP unless otherwise indicated by GHP: * Actuarial and statistical analysis • Claims/membership inquiries 0 Procurement of reinsurance or stop loss coverage • Quality assessment and improvement activities • Performance monitoring 0 Other health care operations • Payment activities PART 2 Identify the name(s), title(s) and company name(s) of any individual(s) from organizations other than Employer or Group Health Plan ("GHP") (examples of such "GHP Vendor" types of services include, but are not limited to, stop-loss carriers; reinsurers; agents, brokers or Consultant; or external auditors) that Employer or GHP hereby authorizes to request and receive the minimum necessary Protected Health Information to perform plan administration functions and/or assist with the procurement of reinsurance or stop-loss coverage: Company Name Type of Service Name of Individual Title of Individual Performed Performing Service Performing Service (Example: stop-loss carrier, reinsurer, agent, broker) Gallagher Benefits Consultant Rick Capizzi Consultant Services, Inc. Gallagher Benefits Consultant Glen Volk Consultant Services, Inc. I I I I -C21- Gallagher Benefits Consultant Mary Kay Lantz Consultant Services, Inc. Gallagher Benefits Consultant Lydia Bautista Consultant Services, Inc. Envision PBM Third Party Crystal Roberts Account Manager Administrator Envision PBM Third Party Michael Mindala VP Client Services Administrator Envision PBM Third Party Logan Szwed Manager Client Administrator I Services M I. I. Z-1:1 I -C22- EXHIBIT "D': to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONFIDENTIALITY AND INDEMNITY AGREEMENT This Agreement, effective October 1, 2011 is entered into between Blue Cross and Blue Shield of Florida, Inc. (hereinafter "Administrator "), and Monroe County Board of County Commissioners (hereinafter "Employer "), Gallagher Benefit Services, Inc. (hereinafter "Consultant ") and Envision Pharmaceutical Services, Inc. (hereinafter "Third Party Administrator "). WHEREAS, Employer has established and maintains a self - insured Employee Welfare Benefit Plan to provide certain benefits as its Group Health Plan (hereinafter "Plan") for covered group members and their covered dependents; and WHEREAS, Administrator and Employer have entered into an agreement for the administration of the Group Health Plan (hereinafter "Administrative Services Agreement "); and r, WHEREAS, Employer has directed Administrator to provide Consultant and/or Third Party Administrator access to certain Confidential Information (hereinafter defined) for cases which meet the criteria set forth in attached Exhibit 1, which Employer has determined is necessary for Consultant and/or Third Party Administrator to perform the certain services for the Employer; and WHEREAS, Administrator desires to safeguard the confidentiality of the medical claims and other information acquired with regard to the covered group members and their covered dependents and to safeguard information regarding Administrator's policies and procedures which are regarded as confidential and proprietary; and WHEREAS, Employer, Consultant, and Third Party Administrator recognize the legitimate interests of Administrator and the individuals whose health benefits are administered by Administrator in the proprietary, confidential, and private nature of such Confidential Information, and Administrator is willing to provide the Confidential Information only if its use is restricted to the purpose for which it is released and its confidentiality is maintained; NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows: 1. For the purposes of this Agreement, "Confidential Information" means the information listed below in this Paragraph 1, any information that Consultant and/or Third Party Administrator learns or becomes aware of, directly or indirectly, through the disclosure of Confidential Information, and any and all summaries, distillations, excerpts, work product or other documents utilizing or incorporating same, whether in whole or in part. — Medical claim record information concerning individuals covered under the Plan, — Administrator's provider contract information, e.g., allowances, fee schedules, etc., and — any other information designated in writing by Administrator as confidential, trade secret, or proprietary. 2. Consultant and/or Third Party Administrator shall only request, use and disclose the minimum amount of Confidential Information necessary for Consultant and/or Third Party Administrator to perform the services for Employer. Confidential Information shall not include information that (i) is already known to Consultant and/or Third Party Administrator on effective date of this Agreement; (ii) is or becomes known to the general public other than as a direct or indirect result of any act or omission of Employer, Consultant, Third Party Administrator, or the affiliates, officers, directors, partners, employees, or agents (collectively, the "Related Parties ") of Employer, Consultant or Third Party Administrator; (iii) is lawfully received by Consultant and/or Third Party Administrator from a third party that Consultant and/or Third Party Administrator has verified is free to disclose the information without restriction on disclosure; or (iv) is independently developed by Consultant and/or Third Party Administrator without use of Confidential Information. 4. Subject to applicable laws, Administrator will release to Consultant and/or Third Party Administrator certain Confidential Information for purposes of. 1) monitoring designated cases for which reinsurance coverage may be available to Employer; and/or 2) auditing claims payments made by Administrator; provided that Employer is in compliance with all other terms and conditions of this Agreement and the Administrative Services Agreement, and Consultant and Third Party Administrator are in compliance with all other terms and conditions of this Agreement. Consultant and Third Party Administrator each acknowledge that Administrator will provide Confidential Information to Consultant and/or Third Party Administrator in confidence and solely for Consultant's and/or Third Party Administrator's use in performing the services for Employer. Accordingly, Consultant and Third Party Administrator each agree (i) to protect any and all Confidential Information Consultant or Third Party Administrator receives from unauthorized access, use and disclosure; (ii) not to use the Confidential Information for any purpose other than performing the services for Employer; (iii) not to record, copy, or reproduce any Confidential Information in any form, except to the extent necessary to perform the services for Employer; (iv) not to disclose the Confidential Information to, or otherwise permit to access the Confidential Information, any third party, including without limitation Consultant's or Third Party Administrator's Related Parties, except as expressly provided herein or with Administrator's prior written consent; ( v) to limit access to and use of the Confidential Information to those of Consultant's or Third Party Administrator's employees who have a need to know such information for the purpose of performing the services and have acknowledged, in a writing which will be made available to Administrator upon request, their individual agreement to the terms hereof; and (vi) to take any and all other steps necessary to safeguard Confidential Information against unauthorized access, use, and disclosure to at least the extent Consultant or Third Party Administrator maintains the confidentiality of its most proprietary and confidential information. 6. Consultant and/or Third Party Administrator shall ensure that its agents, contractors and vendors to whom it discloses Confidential Information agree to abide by those provisions within this Agreement that govern the use, disclosure, and protection of all Confidential Information obtained from Administrator. This provision shall not be construed to permit any delegation or assignment of Consultant' or Third Party Administrator's obligations otherwise prohibited by this Agreement. 7. Consultant and/or Third Party Administrator shall promptly report in writing to Administrator any use or disclosure of Confidential Information not provided for under this Agreement, of which Consultant and/or Third Party Administrator becomes aware, but in no event later than within five business days of first learning of any such use or disclosure. Consultant and/or Third Party Administrator shall mitigate, to the extent practicable, any harmful effect that is known to Consultant and/or Third Party Administrator of a use or disclosure of Confidential Information by Consultant and/or Third Party Administrator in violation of this Agreement. 8. Consultant and/or Third Party Administrator may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation; provided, however, that (i) Consultant and/or Third Party Administrator will provide Administrator with prompt written notice of any request that Consultant and/or Third Party. Administrator disclose Confidential Information, so that Administrator may object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Consultant and/or Third Party Administrator shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Consultant and/or Third Party Administrator disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure. 4. By disclosing Confidential Information to Consultant and/or Third Party Administrator under this Agreement (including but not limited to information incorporated in computer software or held in electronic storage media), Administrator grants Consultant and/or Third Party Administrator no ownership right or interest in the Confidential Information. When Consultant and/or Third Party Administrator no longer needs Confidential Information for the purpose for which it was disclosed but no later than the expiration or termination of this Agreement, Consultant and/or Third Party Administrator shall collect and return to Administrator or destroy all Confidential Information received from or on behalf of Administrator that Consultant and/or Third Party Administrator has in its control or custody in any form and shall retain no copies of such information. Consultant and/or Third Party Administrator shall complete these obligations as promptly as possible. Upon request, an y on oath to authorized officer of Consultant and/or Third Party Administrator shall certif Administrator that all Confidential Information has been returned or destroyed and deliver such certification to Administrator within ten (10) business days of its request. If return or destruction of any Confidential Information is not feasible, Consultant and/or Third Party Administrator shall limit further uses and disclosures of such Confidential Information to those purposes making return or destruction infeasible and continue to apply the protections of this Agreement to such Confidential Information for so long as Consultant and/or Third Party Administrator retains such Confidential Information. Consultant and/or Third Party Administrator may, subject to its continued adherence to its obligations of confidentiality as defined in this Agreement, retain one copy of documents containing Confidential Information to defend its work product and to comply with applicable insurance record - keeping laws and regulations. 10. In the event that Consultant and/or Third Party Administrator performs any of the services on Administrator's premises, Consultant and/or Third Party Administrator agree not to remove from Administrator's premises any Confidential Information that is provided to or obtained by the Consultant and/or Third Party Administrator on such premises, without the prior written consent of Administrator. 11. In any report or transmittal to Employer by Consultant and/or Third Party Administrator that contains or pertains to oral or written Confidential Information, no medical information or dates of service will be identifiably attributed to any particular employee, dependent, or provider. Furthermore, any such report or transmittal shall not contain any information designated by Administrator as confidential, trade secret, or proprietary. 12. As the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1496 (HIPAA -AS) and certain of its implementing regulations (HIPAA -AS Regulations) are now effective, Employer, Consultant, and Third Party Administrator agree to institute any additional procedures and/or agreements required to ensure the parties' compliance with that law and those regulations. Employer represents and warrants that Employer (i) has amended each Plan's plan document to permit Employer to perform plan administration for the Plans (including the activity(ies) described in the recital clauses above) in accordance with 45 C.F.R. § 164.504(f) and 45 C.F.R. § 164.314(b) of the HIPAA -AS Regulations ( "HIPAA Amendment "); (ii) has delivered to each Plan and Administrator a written statement, certifying its amendment of the Plan's plan document as required by the HIPAA -AS Regulations and its agreement to comply with that amendment; and (iii) has obtained each Plan's permission to receive individually identifiable health information from Administrator for the purposes and subject to the restrictions and protections described in the HIPAA Amendment. Consultant and Third Party Administrator each agree to be bound, and to cause any agent or subcontractor to be bound, by the same restrictions and protections agreed to by Employer in the HIPAA Amendment with respect to any individually identifiable health information encompassed within the Confidential Information Consultant and/or Third Party Administrator receives. 13. No health insurance records or information, or claims information, shall be disclosed without the prior written authorization of the individual whose records or information would be disclosed; provided, however, that Consultant and Third Party Administrator may release information provided pursuant to this Agreement to subsidiaries of Consultant and Third Party Administrator so long as any and all such subsidiaries agree to abide by all terms and conditions of this Agreement. 14. Employer, Consultant and Third Party Administrator shall comply with all applicable federal, state or local laws, rules, or regulations or any other order of any authorized court, agency, or regulatory commission, and all applicable professional standards and practices, concerning the handling and/or safekeeping of information and/or other records of the nature disclosed by Administrator hereunder and shall use such information only for proper and lawful purposes. 15. Employer, Consultant and Third Party Administrator shall comply with all state and federal laws regulating the disclosure of patient records or private and medically sensitive information released pursuant to this Agreement, including without limitation, alcohol and drug abuse patient records, information relating to treatment of alcohol or drug dependency, HIV testing results, and psychological or psychiatric evaluation. 16. To the extent permitted by law now or hereinafter enacted, Employer agrees to indemnify, defend, and hold Administrator and each of its officers, directors, employees, agents, and other representatives (collectively, "Administrator's Related Parties ") harmless from any actual or threatened legal or administrative action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense, or damage, including without limitation reasonable attorneys' fees and costs (collectively, "Liability "), that Administrator or Administrator's Related Parties may incur arising out of or relating to the disclosure of Confidential Information to Employer, Consultant, or Third Party Administrator, including without limitation any Liability incurred as a result of any actual breach by Employer, Consultant, Third Party Administrator or any Related Parties of Employer, Consultant, or Third Party Administrator of any applicable law, regulation, or other legal mandate or any provision of this Agreement. 17. Consultant agrees to indemnify, defend, and hold Administrator and Administrator's Related Parties harmless from any actual or threatened legal or administrative action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense, or damage, including without limitation reasonable attorneys' fees and costs (collectively, "Liability "), that Administrator or Administrator's Related Parties may incur arising out of or in connection with any actual breach by Consultant or any of Consultant' Related Parties of any applicable law, regulation, or other legal mandate or any provision of this Agreement. 18. Third Party Administrator agrees to indemnify, defend, and hold Administrator and Administrator's Related Parties harmless from any actual or threatened legal or administrative action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense, or damage, including without limitation reasonable attorneys' fees and costs (collectively, "Liability "), that Administrator or Administrator's Related Parties may incur arising out of or in connection with any actual breach by Third Party Administrator or any of Third Party Administrator's Related Parties of any applicable law, regulation, or other legal mandate or any provision of this Agreement. 19. Administrator shall have the option to either provide its own legal counsel or arrange for outside counsel for the defense of such matters referenced above, and the costs of either shall be borne by the indemnifying party in the event of indemnification. 20. Employer, Consultant, and Third Party Administrator acknowledge and agree that Administrator operates in a highly regulated and competitive environment and that the unauthorized use or disclosure of Confidential Information will cause irreparable harm and significant injury to Administrator, which will be difficult to measure with certainty or to compensate through money damages. Accordingly, Administrator shall be entitled to seek injunctive or other equitable relief, without bond, and/or specific performance as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. 21. It is understood and agreed that no failure or delay by Administrator in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 22. Upon occurrence of any of the following, this Agreement shall terminate without notice, unless notice is specifically required: a. Termination of the Administrative Services Agreement. b. If Administrator determines at its own discretion that the Confidential Information released pursuant to this Agreement is not being adequately protected by Employer, Consultant or Third Party Administrator for confidentiality purposes. c. Upon fifteen (15) days notice to Employer, Consultant or Third Party Administrator, as appropriate. Such notice shall be given without need for cause. d. Upon any attempt by Employer, Consultant or Third Party Administrator (which attempts shall be null and void) to assign this Agreement or the right to receive information, without the prior express consent of Administrator. e. Upon enactment of or the effective date of, whichever first occurs, any applicable state or federal law or any rule or regulation of any agency having applicable jurisdiction, which law, rule or regulation shall prohibit (in part or in full) Administrator from fulfilling its obligations hereunder. No penalty, liability or damage shall be applicable or claimed by Employer, Consultant or Third Party Administrator against Administrator in such event. 23. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties and neither party shall have the right to bind the other to any contracts, agreements, or other obligations without the express, written consent of an authorized representative of the other. 24. This Agreement shall be governed and construed by the laws of the State of Florida (irrespective of its choice of law principles). It constitutes the entire Agreement between the 55pp pfd h Y r ill, � parties in reference to all matters expressed in the Agreement. All previous discussions, promises, representations, and understandings between the parties pertaining thereto, if any, being merged herein. 25. This Agreement may not be assigned, nor any obligations delegated, by Employer, Consultant, and/or Third Party Administrator, without the prior written consent of Administrator, and any such non - permitted assignment or delegation shall be void. 26. In the event any provision of this Agreement is rendered invalid or unenforceable by any valid act of Congress or the Florida Legislature or by any regulation duly promulgated by the officers of the United States or the State of Florida acting in accordance with law, or if declared null and void by any court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 27. Waiver of breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision. 28. The obligation of Employer, Consultant and/or Third Party Administrator to protect the privacy of Confidential Information as specified in this Agreement shall be continuous and survive the expiration or termination of this Agreement. In addition, the rights and obligations of the parties set forth in Sections 9, 11, 16 - 20 and of this paragraph 28 of this Agreement shall survive its expiration or termination. 29. This Agreement may be amended by mutual agreement of the parties, but no such amendment shall become effective until it is reduced to writing and signed by duly authorized representatives of each party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative as set forth below. CONSULTANT GALLAGHER. BEN RVIC. B Title: L 141-7 C'A 11 � olk l i Date: ` � 7//J ADMINISTRATOR BLUE CROSS AND BLUE SHIELD OF FLORIDA INC. By: / r r Title: l} , p , tY1 A'� Acco.,,x t Date: r3 v f Lt THIRD PARTY ADMINISTRATOR ENVISION PHARMACEUTICAL SERVICES, INC. By: ,.cs�c,_.. d,� Title. C 0 0 Date: MO ROE VED N S Y 0 T RME1 Y A ASSTS ANT NT �'T ©RNE Date Packet'Pg. 947 EXHIBIT "Ell to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Performance Guarantees Abandon Rate: Number of calls that reach the call center and are placed in queue but do not reach the final destination because the caller hangs up before a representative becomes available. Average ACD Phone Queue Time: Actual length of time a member waits to speak with a customer service associate after all ACD options have been chosen. Blockage Rate: ceptne of calls blocked during business hours. Enrollment Timeliness: Percentage of initial ID cards mailed by effective date provided that the enrollment data is received from the employer 30 days prior to the effective date Of coverage. Claims Processing Timeliness: Percentage of provider and subscriber claims processed within 30 calendar days from receipt to the date that a claim has passed all edits and is pending the issuance of a check, 55% :530 seconds 2% 58% 2% X99% 2% ?-97% 2% 2% voucher or denial. Claims Processing Accuracy: 297% 2% Percentage of claims processed accurately_ Claims Dollar Accuracy: 298% 2% Percentage of claim dollars paid accurately. ------ inquiry Timeliness: ;!90% 2% Percentage inquiries finalized within 7 calendar days. M NON-COLLUSION AFFIDAVIT 1, Jonathan Anderson of the city of Jacksonville according to law on my oath, and under penalty of perjury, depose and say that 1 1 am the Vice President of Local Markets of the firm of Blue Cross and Blue Shield of Florida, Inc., the bidder making the Proposal for the project described in the Request for Proposals for Medical Plan Administration on a Self Funded or Fully Insured Basis, including: Claims Administration, Utilization Review, Large Case Management, Disease Management, Network Management, Pharmacy Benefit Management, Wellness Programs, and/or Stop Loss Insurance 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; 3. 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, directly 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; and 5. The statements contained in this affida * ' tr and correct, and made v I v with full knowledge that Monroe Coun ele o he truth of the statements contained in this aff idavilyja in iontraCts for said project. (Signature) March 29, 2011 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me on identification. (date) by personally known to me or has produced (name of affiant). He/She is (type of identification) as NOTARY PUBLIC My Commission Expires: 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 from the date of being placed on the convicted vendor list." I have read the above and state that neither Blue Cross and Blue Shield of Florida, Inc. (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 1 / z (Signature) March 29, 2011 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me on (date) byMP D-S, i (name of affiant). He/She is personally known ___ to me or has produced identification) as identification. (type of 0 NOTARY PUBLIC My Commission Expires: c -z L KOTA" MUC-STATE OF FURT , N Therese Pauline Toum Commission #DDS5792( EXPIlTs: MAR. 01, 2013 A0ND1MTnUAnXMCB=n14 CO., INC. 5 AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT THIS AMENDMENT, entered into on October 21, 2015 is by and between Blue Cross and Blue Shield of Florida, Inc. d /b /a Florida Blue (hereinafter called "Florida Blue ") and Monroe County Board of County Commissioners (hereinafter called the "Employer"). In consideration of the mutual and reciprocal promises herein contained, the Administrative Services Agreement between Florida Blue and the Employer (hereinafter "Agreement ") effective November 1, 2011 is amended as follows: 1. Section I, subsection 1. 1, is hereby amended to extend the term of the Agreement until December 31, 2020 unless the Agreement is terminated earlier in accordance with the terms of the Agreement. 2. Section IV, subsection 4.2., is hereby amended deleting the second and third sentence and replacing it as follows: Either party may terminate this Agreement with or without cause upon one hundred and eighty (180) days written notice to the other party. 3. Exhibit B, Financial Arrangements, to the Agreement is hereby amended, effective October 21, 2015. The revised Exhibit B is attached to this Amendment and replaces the Exhibit B previously attached to the Agreement. 4. Exhibit E, Performance Guarantees, to the Agreement is hereby amended, effective October 21, 2015. The revised Exhibit E is attached to this Amendment and replaces the Exhibit E previously attached to the Agreement. 5. Exhibit F, Discount Guarantees, is hereby attached and made part of the Agreement, effective October 21, 2015, 6. Except as otherwise specifically noted in this Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of the parties. BLUE CROSS AND BLUE SHIELD MONROE COUNTY BOARD OF OF FLORIDA, INC. D /B /A FLORIDA COUNTY COMMISSIONERS BLUE By: By: ' Title: ?Vke Title: Date: Z. 1 [ Date: L ,�1 1 0 — s L Y HEAV1 LI N, Clerk MONROE COUNTY ATTORNEY PPROV,ED ) FORM Clerk CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date 10 - 1 - "tc P. EXHIBIT "B" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA INC. DIBIA FLORIDA BLUE and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS FINANCIAL ARRANGEMENTS Effective Date The effective date of this Exhibit is October 21, 2015. II. Weekly Payments A. Each week, Florida Blue will notify the Employer of the amount due to satisfy the previous week's paid claims liability. The Employer agrees to pay the full amount of the bill within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation. If the payment is not received by Florida Blue by the payment due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. B. The Employer agrees to pay to Florida Blue, each month during and after the term of this Agreement, an administrative fee, as set forth below. The Employer agrees to pay to Florida Blue, each month, the administrative fee within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation of the amount due. If payment is not received by Florida Blue by the due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. III. Funding Information A. Method of Funding Transfer: CHECK IV. Administrative Fees A. Administrative fees during the term of the Agreement: $48.27 per employee per month from November 1, 2014 through December 31, 2015 CIe 5 $45.75 per employee per month from January 1, 2016 through December 31, 2017. $47.25 per employee per month from January 1, 2018 through December 31, 2019. $48.50 per employee per month from January 1, 2020 through December 31, 2020. B. Florida Blue will pay the Employer a $100,000 wellness contribution in 2015, upon Board approval and execution of this Amendment; a $75,000 wellness contribution on January 1, 2016 and January 1, 2017, and a $50,000 wellness contribution on January 1, 2018 and January 1, 2019, provided the Agreement remains in force and effect on the date on which payment is due. These funds may be utilized by Employer at its sole discretion for any wellness related initiatives or activities. If the Employer terminates the Agreement without cause on or before January 1, 2020, Employer will pay Florida Blue a $150,000 early termination fee. C. Administrative fees after the termination of the Agreement: 15% of claims paid. V. Expected Enrollment A. The administrative fees referenced above are based on an expected enrollment of: 1,600. B. If the actual enrollment is materially different from this expected enrollment, Florida Blue reserves the right to adjust the administrative fees as set forth in the Agreement. Administrative fees will be charged based on actual enrollment. For purposes of this paragraph, the term "materially" means an increase or decrease of greater than ten percent (10 %). B2- N EXHIBIT "E" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA INC. D /B /A FLORIDA BLUE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS PERFORMANCE GUARANTEES Guarantees are based on National Strategic/Public Sector book of business results. Performance Guarantees are from January 1, 2016 through December 31, 2016 Abandon Rate Number of calls that reach the call center and are placed in queue but do not reach the final destination because the caller hangs up before a representative becomes available. Average ACD Phone Queue Time Actual length of time a member waits to speak with a customer service associate after all ACD options have been chosen. Blockage Rate Percentage of calls blocked during business hours. Enrollment Timeliness Percentage of ID cards mailed by effective date provided that the enrollment data is received from the employer 30 days prior to the effective date of coverage. Claims Processing Timeliness Percentage of provider and subscriber claims processed within 30 calendar days from receipt to the date that a claim has passed all edits and is pending the issuance of a check, voucher or denial. Claims Processing Accuracy Percentage of claims processed accurately. Claims Dollar Accuracy Percentage of claim dollars paid accurately. Inquiry Timeliness Percentage of inquiries finalize within 7 days Maximum at Risk is 10 %. 55% 530 seconds 58% ?99% z97% z97% ?98% X90% 2% 2% 2% 2% * 2 %* 2% EXHIBIT "F" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA INC. D1BIA FLORIDA BLUE and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS DISCOUNT GUARANTEES Assumptions: • Applies to In- network provider claims only. • BCBSF Network and Program Savings Report will be used for validation of results. • No significant benefit or contribution changes or membership changes by geographic regions. • Based on enrollment provided in the RFP. • Blue products only, excluding RX. • Inpatient hospital claims in excess of $100,000 will be removed in their entirety from the discount guarantee calculation. • Does not include COB. • Does not include ACOIPCMH surcharge. • Does not include any ancillary products or AOR fees. • Does not include nationwide BlueCard claims. • Discount ranges are account specific and apply to total discounts only. • Results will be provided on a quarterly basis with a final settlement no earlier than the second quarter of the following year. • One year offer. Subject to the foregoing assumptions, the "Network Discount Achieved" will be calculated by dividing the savings in claim dollars by the Network Provider's Billed Charges, using the following formulas: Provider Billed Charges — Network Allowed Charges = Savings Savings 1 Provider Billed Charges = Network Discount Achieved. FOE Discount Guarantees are from January 1, 2016 through December 31, 2016 SECOND AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT THIS AMENDMENT, entered into on December 1 , 2016 is by and between Blue Cross and Blue Shield of Florida, Inc. d/b /a Florida Blue (hereinafter called "Florida Blue") and Monroe County Board of County Commissioners (hereinafter called the "Employer"). In consideration of the mutual and reciprocal promises herein contained, the Administrative Services Agreement between Florida Blue and the Employer (hereinafter "Agreement") effective November 1, 2011, as amended on October 21, 2015, is amended as follows: 1. Section I, subsection 1.1, is hereby amended to extend the term of the Agreement until December 31, 2020 unless the Agreement is terminated earlier in accordance with the terms of the Agreement. 2. Exhibit B, Financial Arrangements, to the Agreement is hereby amended, effective January 1, 2017. The revised Exhibit B is attached to this Amendment and replaces the Exhibit B previously attached to the Agreement. 3. Except as otherwise specifically noted in this Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representatives of the parties. BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D /B/A FLORIDA BLUE By: —4� Title: V_�� Ste. \ :: c9 — I — ,0 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By. Awr Title: George Neugent , Mayor Date: l z i l`f / MONROE COUNTY ATTORNEY AP OVED AS T F, ARM. YNTHIA L. HALL ASSIST NT COUNTY ATTORNEY Date Deputy Clerk EXHIBIT "B" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA. INC. D/B /A FLORIDA BLUE and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS FINANCIAL ARRANGEMENTS I. Effective Date The effective date of this Exhibit is January 1, 2017. II. Weekly Payments A. Each week, Florida Blue will notify the Employer of the amount due to satisfy the previous week's paid claims liability. The Employer agrees to pay the full amount of the bill within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation. If the payment is not received by Florida Blue by the payment due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. B. The Employer agrees to pay to Florida Blue, each month during and after the term of this Agreement, an administrative fee, as set forth below. The Employer agrees to pay to Florida Blue, each month, the administrative fee within thirty (30) business days of the written notification consisting of a proper invoice and supporting documentation of the amount due. If payment is not received by Florida Blue by the due date, the payment will be considered past due. Florida Blue will immediately suspend claims until payment is received by Florida Blue. III. Funding Information A. Method of Funding Transfer: CHECK IV. Administrative Fees A. Administrative fees during the term of the Agreement: $46.76 per employee per month from January 1, 2017 through December 31, 2017. This fee includes 1.00 PEPM for Teladoc Services. as $48.25 per employee per month from January 1, 2018 through December 1, 2019. This fee includes 1.00 PEPM for Teladoc Services. $49.50 per employee per month from January 1, 2020 through December 31, 2020. This fee includes 1.00 PEPM for Teladoc Services. B. Florida Blue will pay the Employer a a $75,000 wellness contribution on January 1, 2017, and a $50,000 wellness contribution on each of January 1, 2018 and January 1, 2019, provided the Agreement remains in force and effect on the date on which payment is due. These funds may be utilized by Employer at its sole discretion for any wellness related initiatives or activities. If the Employer terminates the Agreement without cause on or before January 1, 2020, Employer will pay Florida Blue a $150,000 early termination fee. C. Administrative fees after the termination of the Agreement: 15% of claims paid. V. Expected Enrollment A. The administrative fees referenced above are based on an expected enrollment of: 1,600. B. If the actual enrollment is materially different from this expected enrollment, Florida Blue reserves the right to adjust the administrative fees as set forth in the Agreement. Administrative fees will be charged based on actual enrollment. For purposes of this paragraph, the term materially" means an increase or decrease of greater than ten percent (10 %).