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09/08/1999 Agreement llannp JL. i\olbagt BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATIION, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNIT 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 lEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS lllGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: February 10, 2000 TO: Leah M. Marquess Group Insurance Administrator Pamela G. Han~ Deputy Clerk U FROM: At the September 8, 1999, Board of County Commissioner's meeting the Board approved and authorized execution of the Group Insurance Program contract for Utilization Review and Case Management Services between Monroe County and Keys Physician-Hospital Alliance effective October 1, 1999 through September 30,2000. Enclosed please find a fully executed duplicate original of the above for your handling. Should you have any questions, please do not hesitate to contact this office. Cc: County Administrator w/o document County Attorney Finance File EMPLOYER-PROVIDER NETWORK AND UTILIZATION REVIEW AND CASE MANAGEMENT SERVICES AGREEMENT mIS AGREEMENT is entered into as of this first day of OCTOBER 1999 by and between Keys Physician-Hospital Alliance ("KPHA") and the County of Monroe ("County"), hereon referred to as "Employer". RECITALS WHEREAS, the KPHA has established a network of participating health care providers, which providers, pursuant to the terms and conditions of provider agreements with KPHA, have agreed to deliver medical services in a cost effective manner to persons covered under the health benefit plans and policies of Employer. WHEREAS, KPHA has agreed to provide utilization review and case management services to Employer and personnel, dependents, Cobra beneficiaries and eligible retirees covered under the health benefit plans and policies of Employer. WHEREAS, Employer administers the health care benefit plans and has the express authority, by signing this Agreement, to bind the Employer to all of the terms and conditions of this Agreement. WHEREAS, Employer desires and agrees to offer KPHA Provider Network to persons covered under the Employers health benefits plans; Now, mEREFORE, the parties agree as follows: 1. RECITALS. The foregoing recitals are hereby incorporated by reference and made a substantive part hereof. 2. LIST OF PARTICIPATING PROVIDERS. KPHA shall provide Employer with a list of Participating Providers, to include hospitals, physicians, dentists, pharmacies, and other ancillary health services, and shall provide Employer with periodic updates of the Network roster of Participating Providers from time to time. Such updates will be at least semi-annually and in such a printed format as distributable to persons covered under the Employers health benefits plans. Page 1 ..... ., Ii .~.?1~n03 30~HOH ( .3 ~IJ '>413 3 'VH10~ '1 lNH'tQ OS :Z Ud 0' 93.:1 00 O~003H ~O.:J 0311.:1 OUT-OF COUNTY PROVIDERS. KPHA agrees to negotiate and contract with "Dimension Network" in Dade County for discounted fee arrangements with physicians, hospitals, and other ancillary health services as needed for the benefit of the Employer. If the "Dimension Network" is not utilized, or becomes unacceptable to the Employer, KPHA will propose other alternative arrangements for such out of county services. 3. UTILIZATION MANAGEMENT AND OUALITY ASSURANCE. KPHA shall provide for Employer Utilization Review services to include . Review of inpatient admissions and of continued hospital stay . Discharge planning . Data collection and reporting . Review of supportive or treatment services . Review of office visits, ambulatory surgery and diagnostic or other outpatient servIces . Review of billing practices and appropriateness of charges of network providers . Large Case Management services The monthly capitation fee for such services will be $1.35 per employee per month. This fee will be payable by the County to KPHA by the 20th of each month beginning on the 20th day of October, 1999. The number of enrollees will be determined on the 1st business day of each month. KPHA shall provide for Large Case Management services for a fee of $55.00 per hour on an as- needed basis. Large Case Management services shall be pre-approved by the County on a case by case basis and billings for such fees incurred shall be provided monthly with details of all charges. Utilization Review and Large Case Management services will be performed according to pre-set protocols developed in conjunction with the claims administrators (Acordia National's) standards and will be documented in the claims administrators computer system. 4. WELLNESS PROGRAMS AND OTHER EDUCATIONAL SERVICES. KP.HA shall design and implement with the coordination of Employer's staff, the Worksite Wellness Program and other similar services to the Employer and Covered Persons to promote healthy lifestyles and preventative health care. The W orksite Wellness Program will include, at no additional charge to Employer or Covered Persons, a health risk assessment for each employee and may include, for a charge by a Participating Provider, Health Physical Packages. Health Fair coordination and implementation and other services as negotiated deemed to promote healthy lifestyles and preventative health care may also be included in this service. Page 2 5. P ARTICIP A TING PROVIDER COMPENSA nON. Employer shall compensate Participating Providers for covered services minus any plan participant responsibilities. Employer has the responsibility for implementation of the applicable claims payment submitted by Participating Providers for services rendered or for any billing or other function related to the health care services provided by Participating Providers to Covered Persons. All claims for covered services, whether payable by the Employer or a Covered Person will receive a 5% discount. This discount will be rescinded if an appropriately documented and non-contested claim is not paid to the Participating Provider within thirty (30) days of being received by the claims administrator (Acordia National). PROVIDER REIMBURSEMENT TERMS. KPHA guarantees that the Participating Provider's physician Usual Customary and Reasonable (VCR) and hospital charges will not change during the term of one year. Thereafter, KPHA agrees to provide a ninety (90) day notification in the event of a charge increase. UCR and hospital charges will be based upon "the Medicode database." The above agreed upon discount will be applied to the billed charge, not to exceed the VCR charge for a service. KPHA further agrees that no other self-insured employer contracting with KPHA will be provided with better overall terms than what is being here agreed. If however better terms are provided to another self-insured employer contracting with KPHA, such terms will also be extended to the Employer. 6. COVERED PERSON IDENTIFICATION. Employer shall supply Covered Persons with identification cards or other means of identification which clearly identifies KPHA, reflects the Covered Person's coverage under the applicable Employers health benefit plan, and reflects the Covered Person's eligibility to receive services from Participating Providers in accordance with the terms of this Agreement. Employer shall also provide such other services as may be required in order for Participating Providers promptly to verify the status of individuals as Covered Persons, the terms of the Covered Person's health care benefits, including but not limited to the applicable terms of coverage, deductible status and co-insurance. 7. NETWORK EXCLUSIVITY. During the course of the agreement Employer agrees not to participate or enter agreements to utilize other provider networks other than that agreed upon with KPHA and the Employer. Employer during the term of this Agreement shall not seek to negotiate with individual network members for care or services outside of contractual provisions without prior notification to KPHA. 8. BOOKS AND RECORDS. KPHA shall make available to claims administrator (Acordia National) all records and other data relating to both the network and utilization review and case management services for the purpose of periodic audits of KPHA's services. Information/data will be maintained, as required, to assure confidentiality and compliance with all applicable regulations. Page 3 9. RESPONSIBILITY FOR HEALTH CARE SERVICES. Employer agrees that KPHA shall not have any responsibility or liability for any act, omission, or decision related to medical services rendered by Participating Providers to a Covered Person. 10. TERM. This Agreement shall continue in effect for one (1) year from the date first above written. Thereafter, the Agreement shall renew for two (2) consecutive one (1) year terms. KPHA agrees to provide the Employer with at least ninety (90) days written notice of the intent to terminate, non-renew, or amend this Agreement. The Employer agrees to provide KPHA with at least ninety (90) days written notice of the intent to terminate or non-renew this agreement. Any modification of the terms of this agreement may occur upon the mutual agreement of the parties. KPHA agrees to negotiate in good faith a partial risk sharing arrangement for the first renewal of this contract. BREACH AND CURE. Notwithstanding the foregoing, this Agreement may be terminated by either party upon a material breach of this Agreement by the other party, providing that the breaching party does not cure the breach within thirty (30) days following receipt of a written notice from the non-breaching party specifying the nature of the breach and requesting that it be cured. 11. GENERAL PROVISIONS. A. THIRD PARTIES: The terms and provisions of this Agreement are for the benefit of the parties hereto and are not intended to provide any other person with any right or cause of action on account thereof. B. NOTICES: Any notice required to be given pursuant to the terms and provisions thereof shall be in writing and shall be hand-delivered, with return receipt thereof, or sent by certified or registered mail, return receipt requested and first-class postage prepaid to the addresses as follows: Employer: County of Monroe Manager- Employee Benefits Public Service Building 5100 College Road, Stock Island Key West, F133040 KPHA: Keys Physician-Hospital Alliance c/o Lower Florida Keys Physician Hospital Organization, Inc. P.O. Box 9107 Key West, Florida 33041-9107 Attn.: Ronald Bierman, Secretary Page 4 C. ASSIGNMENT: This Agreement may not be assigned, subcontracted, delegated, transferred by either party without the express written consent of the other party, and any attempted assignment, subcontract, delegation or transfer shall be void. D. INDEPENDENT CONTRACTORS: None of the provisions of this Agreement are intended to create, nor shall be deemed to, or construed to create any relationship between KPHA and Employer other than that of independent entities contracting with each other hereunder solely for the purposes of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective officers, directors, or employees shall be construed to be the agent, employee, or representative of the other. E. GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of Florida without regard to Florida's choice of law statutes or decisions. Any action by any party, whether at law or in equity, relating to this Agreement shall be commenced and maintained, and venue shall be proper, only in Monroe County, Florida. F. ORDINANCE 10-1990: KPHA warrants that it has not employed, retained or otherwise had acted on his behalf any former County officer subject to the prohibition in Sec. 2 of Ordinance no. 10-1990 or any County officer or employee in violation of sec. 3 of Ordinance 10-1990, and that no employee or officer of the County had any interest, financially or otherwise, in KPHA except for such interest, permissible by law and fully disclosed by affidavit attached hereto. For breach or violation of this paragraph, the County may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. G. CONFLICT OF INTEREST: KPHA assures the County that to the best of its knowledge information and belief, the signing of this agreement does not create conflict of interest. H. OWNERSHIP OF INFORMATION: All Utilization Review and Case Management documents which are prepared in the performance of this agreement are to be, and shall remain, the property of the County and shall be transferred to the County or to a replacement Utilization Review/Case Management service provider upon request and no later than thirty (30) days after termination of this agreement. Any patient identifying information shall not be disclosed without written consent of the patient. I. INSURANCE REOUIREMENTS: KPHA is required to maintain the types of insurance identified in Attachment A. Page 5 1. SEVERABILITY: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, under present or future laws effective during the term hereof, such provision shall be fully severable. In such event, this Agreement shall be construed and enforced as if the illegal invalid or unenforceable provision had never been a part hereof, and the remaining provisions shall remain in full force and effect unaffected by such severance- provided that if the illegal, invalid or unenforceable provision is material to the overall purpose and operation of this Agreement, then this Agreement shall terminate upon the severance of such proVISIOn. K. COUNTERPARTS: This Agreement and any amendment hereto may be executed in multiple originals, all counterparts together constituting one and the same instrument. L. ENTIRE AGREEMENT: This Agreement, along with its exhibits, contains all the terms and conditions agreed upon by the parties hereto regarding the subject matter of this Agreement and supersedes any prior Agreements, promises, negotiations, or representations either oral or written, relating to the subject matter of this Agreement. M. HOLD HARMLESS: KPHA shall indemnify and hold the County harmless from and against any and all losses, penalties, damages, professional fees, including attorney fees and all costs of litigation and/or judgment arising out of any willful misconduct or negligent act, error or omission of KPHA incidental to the performance of this agreement or work performed thereunder. This indemnity shall extend to amounts the County becomes legally obligated to pay and shall be limited by any sovereign immunity limit applicable to the underlying claim plus costs of litigation. In witness wherof, the Employer and KPHA have caused this Agreement to be executed by their respective corporate officers, effective as of the first day of October 1999. Ar.:I?:;}:':;:~~'~;'- ";j><(:"""\ ",,0;' .-"",~_,., "";.--';..... 0:;--;" ....., ~ ",,'v-}, tz. /,-, lI..- ..... '",-,,'" :::~5'~ ::-{,Z~-\:~~ ~~~-~\~ ~; J of ,: ,~\~' ..:',::. ,\ t"<' >.-~ '-, 'I \. t ~:/c{):.'!\. ." \/" \.': =)' l~,1~~ I < ."..... ".' " :-".)" ,'.t (.f ;- ~ ' , .., 'f fl.:!: ,. '.' ;g1T:'~, . " '1,,;' 0 ~.\~€L~~~.:;/.; Employer: By: Board of County Commissioners of Monroe County, Florida . .... ~\ ~ .t.~L.L..~ V'\. .... -_~ ~ MA."D~ I C ~..i""M4,,", I ::YS PhYSiCian-H~ - ~esibE0\ Its: Its: Page 6 1996 Edition RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors As a pre-requisite of the work governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. As an alternative, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: . Certificate of Insurance or . A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. Administration Instruction #4709,3 14 A'ITACHMENT A-I PAGE 1 OF 2 I ~~E ;::..h.lln The Monroe County Board of County Commissioners, its employees a,nd officials will be included as "Additional Insured" on all policies, except for \Vorkers' Compensation. Any deviations from these General Insurance Requirements must be requested in writjng on the County prepared form entitled "Request for \Vaivcr of Insurance Requirements" and approved by Monroe County Risk Management. Stephen ~ 04/29/99 Date , ' , ' Administration instrUction #-t 709.3 15 )AGE 2 OF 2 2\ nTTll' r"rnlf1":"'W'1"\ 1996 Edi'lOl1 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETIVEEN MONROE COUNTY, FLORIDA AND Prior to thc commenccment of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate ofInsurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate ofInsurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. ,ve2 ~. . ~ " Administration Instruction #4709.3 88 ATl'ACHMENT A-3 1996 Edition PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $500,000 per Occurrence/$l,OOO,OOO Aggregate PR02 Administration Instruction #4709.3 77 A'ITACHMENT A-4 1996 Edition VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life ofthe contract and include, as a minimum, liability coverage for: . Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfY the above requirements. ,- . " ' VL2 Administration Instruction #4709.3 81 ATI'ACHMENT A-5 1996 Edition EMPLOYEE DISHONESTY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND The Contractor shall purchase and maintain, throughout the term of the contract, Employee Dishonesty Insurance which will pay for losses to County property or money caused by the fraudulent or dishonest acts of the Contractor's employees or its agents, whether acting alone or in collusion of others. The minimum limits shall be: $100,000 per Occurrence .. .... ED2 Administration Instruction #4709.3 45 ATrACHMENT A-6 i 991: fdlti"n INSURANCE REQUIREMENTS F'OR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by tllls contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, ~s a minimum: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $250,000 per Person $500,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL2 Administration Instruction #4709.3 54 A'ITACHMENT A-2 PllI3LIC ENTITY CRI1V1E STA TEJ\1ENT ":\ person or affi I iate \\'ho has been placed on the convicted vendor list following a conviction lor public entity crimc may not submit a bid on a contract to provide any goods or services to a public entity, may -not submit ;1 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 propeny to public entity, may not be ;l\vardcd or perform work as a contractor, supplier, subcontractor, or consultant under a contract \vith any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, lor CATEGORY T\VO for a period of3() months from the date o1'being placed on the convicted vendor list." o 04/29/99 STEPHEN KRATHEN, D.O. PRESIDENT DATE .... " ATTACHMENT B NON-COLLUSION AFFIDAVIT I, of the city. KEYS PHYSTC,T AN-HOS'PTTAT. AU T ANCF of KEY WEST, FLORIDA according to law on my oath, and under penalty of perjury, depose and say that; 1) lam KEYS PHYSICIAN-HOSPITAL ALLIANCE Proposal for the project described as follows: , the bidder making the 2) The prices in this bie! have been <Jrrived 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; 5) The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in award;ng contracts for sa~'d proje STATEOF FLORIDA -==__ (Signature of Bid er) COUNTY OF MONROE 04/29/99 DATE PERSONALLY APPEARED BEFORE ME, the undersigned authority, 5--\- .<<~ n Kra"ih?" D .() .who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this ,/jC /1 day of A~-o>\ \ ~ *1"50(1{{ l\'j ,19 9 cl ' ~".. ' ~~y PUb Gina B. Alfonso fj ~CQmmission il CC 763.965 t11 ;',' ", .:-r. expires Sep. 2B, 2002 9. ":,:~.._*J BONDED THRU ~ OF f\.oS' ATLANTIC BONDING CO., INC, ~ My commission expires: OMS - Mep FORM #1 V</)ovJ~ DRUG-FREE \VORKPLACE FORl\1 The undcrslg.ned \Tndor in accordance with Florida Statute ::!S7.0S7 hereby cel1llleS that: KEYS PHYSICIAN-HOSPITAL ALLIANCE (Namc of f3usllless) I, Puolish a statement n()tif~'ing employees Ihat the unlawflll manufaclure. tlistrihulion. tlispensill~. posscssion. or use 0(;1 controlkd suhstance is prohihitcd in the worl;plare and spcclfying lhe actions lh:ll will be lal;en against employees for violati<?ns of such prohibition, 2. Inform cmployees about Ihe tlangers of drug abuse in the worl;pbce. the business's policy or maintainin;!. a drug-free workplace, any available drug counseling. rehabilitation, anu cmployee assistance programs. and the penalties thatn13Y be imposed upon employees for drug abuse violations, 3. Give each employee engaged in providing the commodities or contractual services that are under bid ;! copy of the statement specified in subsection (I). 4. In the statement specified in subsection (I), notify the employees that. as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Ch3pter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available inlhe employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to mainwin a drug-free workplace through implementation of this section. certify that this firm complies fully with the above As the person authorized to sign requirements, l3idder's Signature 04/29/99 Date " ' , ' ATTACHMENT C OMB - t-.1CI'I/C; ATTACHMENT C Prescription Service Agreement Plan Joinder The County of Monroe (the "Plan") hereby adopts and joins the Prescription Service Agreement between Keys Physician-Hospital Alliance (KPHA) and WHP Health Initiatives, Inc. (WHP), dated October 01, 1996 (the Agreement), as a "Plan" defined therein, and agrees to perform the obligations of the Plan set forth therein as respects Its Members, as defined in the Agreement, including without limitation the payment obligations of WHP thereunder; and provided that any modification of amendments of the Agreement shall not be effective as against the Plan unless approved by the Plan. TERM. This Agreements shall continue in effect for one (I) year from the date first above written. Thereafter, the Agreement shall renew for two (2) consecutive one (1) year terms at the sole option of the Plan. WHP agrees to provide the Plan with at least ninety (90) days written notice of the intent to terminate, non-renew, or amend this Agreement, except as otherwise stated in Sections 9 and 12.8 of the Agreement. The Plan agrees to provide WHP with at least ninety (90) days written notice of the intent to terminate, non renew, or amend this Agreement. If WHP or KPHA terminate or materially amend their agreement, the Plan is given the option of contracting directly with WHP on the same terms and provisions. NOTICES. Any notices required to be given pursuant to the terms and provisions hereof shall be in writing and shall be hand delivered, with return receipt thereof, or sent by certified or registered mail, return receipt requested and first class postage paid to the addressee as follows: Plan: County of Monroe Manager: Employee Benefits Public Service Building 5100 College Road, Stock Island Keys West, Florida 33040 WHP: WHP Health Initiatives, Inc. A TTN: Client Services 520 Lake Cook Road, Suite 200 Deerfield, Illinois 60015 Copy to:WHP Health Initiatives, Inc. A TTN: Mark Mincy 73 16 Greenbriar Parkway Orlando, Florida 32819 ASSIGNMENT. This Agreement may not be assigned, subcontracted, delegated, transferred by either party without the express written consent of the other party, and any attempted assignment, subcontract, delegation or transfer shall be void. ORDINANCE 10-1990. WHP warrants that it has not employed, retained, or otherwise had acted on his behalf any former County of Monroe Officer subject to the prohibition Sec. 2 of Ordinance no. 10-1990 or any County of Monroe officer or employee in violation of Sec. 3 or Ordinance 10-1990, and that no employee or officer of the County of Monroe had any interest, financially or otherwise, in WHP except for such interest, permissible by law and fully disclosed by affidavit attached hereto, For breach or violation of this paragraph, the County of Monroe may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County of Monroe officer or employee. CONFLICT OF INTEREST. WHP assures the County of Monroe that to the best of its knowledge information and belief, the signing of this Agreement does not create conflict of interest. OWNERSHIP OF INFORMATION. All Drug Utilization Review and Disease State Management documents and reports which are prepared in the performance of this Agreement shall be made available to the Plan for use as the Plan deems appropriate. Any patient identifying information shall not be disclosed without written consent of the patient. RIGHT TO AUDIT. Upon prior written and reasonable notice, WHP is required to allow the Plan to audit or review documents in support of the billings, made to the County. REPORTING. WHP agrees to provide Plan on a monthly basis the following detail reports: Invoice Report, Invoice Summary, Member reports, DUR Member Profile, Drug Report of top twenty-five utilized GCN, and Pharmacy Comparison Report. On a Quarterly report, the additional reports will be provided; Therapeutic Class Drug Report, Generic Drug Utilization Report, and Summary Comparison Pharmacy Report. In witness whereof, the Plan and WHP have caused this Agreement to be executed by their respective corporate officers, effective as of the first day of October, 1996, WHP Health Initiatives, Inc, Board of County Commissioners Of Monroe County, Florida By: By: may-" /uha"""fJ,f/ ~~-F~ a '-/3- ~~ Date: Its: Date: 2