Item C06BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: Feb 15 2012
Bulk Item: Yes x No
Division: Em to ee Services
Department: Em 10 ee Benefits
Staff Contact Person/Phone #: Maria Fernandez -Gonzalez• Ext. 4448
AGENDA ITEM WORDING: Approval of Assignment and Assumption Agreement of Contract and
Consent of Monroe County Board of County Commissioners.
ITEM BACKGROUND: Effective January 1, 2012 wells Fargo Third Party Administrators became
HealthSmart Benefit Solutions, Inc. In order for Monroe County BDCC to continue to pay "run -out"
claims administration this Assignment and Assumption Agreement of Contract and Consent was
necessary.
PREVIOUS RELEVANT BOCC ACTION: Dn October 19, 2011, the BDCC approved the
contract amendment with wells Fargo Third Party Administrators, Inc. to provide medical run -out
claim services.
CONTRACT/AGREEMENT CHANGES: Name change only from Wells Fargo Third Party
Administrators to HealthSmart Benefit Solutions, Inc.
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: N/A
INDIRECT COST: BUDGETED: Yes No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: NIA
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No x OUNT PER MONTH, Year
APPROVED BY: CountyA `3. D BIPur in Risk Management tty g Bement
DOCUMENTATION: Included Not Required
DISPOSITION:
Revised 7/09
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Wells Fargo TPA Inc. Effective Date:November L 20.11
Expiration Date: October ,31, 2012
Contract Purpose/Description:Assigment and Assam tion Agreement of Contract and Consent
of Monroe Cooly Board of Cooty Commissoners between Wells Fargo Third P
Administrator and HealthSmart Benefit Solutions, Inc.
Contract Manager:Maria Gonzalez
(Name)
for BOCC meeting on February 15.2012
4448. Employee-Benefits/Stop # 1
T
(Ext.) (Department)
Agenda Deadline: January 31.2012
CONTRACT COSTS
Total Dollar Value of Contract: $200,000 Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes: 502-08002-530-310-
Grant. $
County Match: $ - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ lyr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director YesO No[,l-
Risk Manage ent _ Yes❑ No�}
O.M.B./Purc asing = � -�v Yes[:] NoE]
County Attorney (rtiS' �Z Yes[:] No
Comments:
OMB Form Revised 9/11/95 MCP #2
OUNTYMONROE
KEY WEST FLORIDA 33040
(305)294-4641
Office of the Employee Services Division Director
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 268
Key Vilest, FL 33040
(305) 292-WS — Phone
(305) 292- 4554 -Fax
BOARD OF MUNTY COMMISSIONERS
Mayor David Rice, District 4
Mayor Pro Tem Kim Wigington, District 1
George Neugent, District 2
Heather Carruthers, District 3
Sylvia I Murphy, District 5
TO: Board of County Commissioners
FROM: Teresa E. Aguiar,
Employee Services Direc.
SUBJ: Assignment and Assumption Agreement of Contract
BATE: January 23, 2012
This item requests approval of the Assignment and Assumption Agreement which is effective on January
12 2012. wells Fargo TPA has been purchased by HealthSmart and this is a name change only.
Execution of this document is necessary so that they can continue to pay the County's "run -out" claims as
approved by the BOCC on October 19, 2011.
If you have any questions on this item, please do not hesitate to contact me at X445 8.
ASSIGNMENT AND ASSi]MPTION AGREEMENT OF CONTRACT
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
THIS ASSIGNMENT AND AS SUM[PTION AGREEMENT OF CONTRACTS (this
"Agreement") is made to be effective the 1 st day of January 2012, by and between wells Fargo
Third Party Administrators, Inc. ("Assignor"), and HealthSmart Benefit Solutions, Inc.
("Assignee").
WHEREAS, Assignor has entered into an agreement, dated June 15, 2005, and all
amendments and extensions thereafter, with the Monroe County Board of County
Commissioners, for provision of third party administration services for the County's self -insured
health insurance plans, including services during a runout period (the "Contract");
WHEREAS, paragraph 34.3 of the Contract permits the Assignor to assign the Contract
to any third party;
WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Contract, subject to the terms, conditions, representations, covenants and
agreements set forth in this Agreement;
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Contract after the
date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners desires to give its
consent to such assignment.
NOW, THEREFORE, m consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby assigns, transfers and sets over to Assignee, its
successors and assigns, all of its right, title and interest in, to and under the Contract, subject to
the terms, covenants, agreements, representations and conditions thereof.
2. Acceptance. Assignee accepts the assignment of the Contract, agrees to be bound
by all commitments and obligations required to be performed or complied thereunder, and
accepts any liability directly caused by Assignee as a result of Assignee's defective performance
or compliance with such commitments and obligations in the manner provided in the Contract,;
3. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
Wells Fargo Third Party Administrators, Inc.
(`ASSIGNOR")
By: �. y
Printed Name: Lttictu., S-j,4,4-,LL
Title:
Date: 2 z
HealthSmart Benefit Solutions, Inc.
(66ASSIGNEE99)
By: 4 By:r
Printed Name:
Title: rt ,%zj r
Date:
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Contract,
by and between Assignor and Assignee.
Effective as of the day of , 2012.
[SEAL]
ATTEST: DANNY L. KOHLAGE, CLERK
M
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY:
Date:
2
Mayor
O ROE COUNTY ATTORNEY
PR VIED S O RBI:
CYNTH IA L. ALL
ASSIS ANT COUNTY ATTORNEY