Item F08
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: : November 15,2006
Division: Employee Services
Bulk Item: Yes X-
No
Department: Benefits
Staff Contact Person: Maria Gonzalez
AGENDA ITEM WORDING: Approval ofHIPAA Security Amendment to Business Association Contract
between the County and Acordia National.
ITEM BACKGROUND: During periodic auditing of their files, Acordia National became aware that
the HIP AA Security agreement needed to be added to the existing contract.
PREVIOUS RELEVANT BOCC ACTION: On June 15,2005, the BOCC approved a one year contract
with renewals with Acordia National for Third Party Administration Services.
CONTRACT/AGREEMENT CHANGES: Addition of13usiness Associate Amendment to existing
Contract which covers October 1, 2005 through September 30,2007.
STAFF RECOMMENDATIONS: APPROVAL
TOTAL COST: -0-
BUDGETED: Yes
No
COST TO COUNTY:
-0-
SOURCE OF FUNDS: N/ A
REVENUE PRODUCING: Yes
No X
AMOUNTPERMONTH_ Year
APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management ~
DOCUMENT ATION:
Included
X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 8/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACTS~ARY
Contract with: Acordia National Contract #_
Effective Date: April 21, 2005
Expiration Date: September 30, 2007
Contract Purpose/Description:
Amend existing contract due to the Security Regulation issued under the Health
Insurance Portability and Accountability Act (HIP AA). Amendment to be effective
April 1, 2005.
Contract Manager: Maria Gonzalez 4448 Employee Services/Benefits
(Name) (Ext. ) (Department/Stop #)
IS:
for BOCC meeting on Nov. j(J, 2006 Agenda Deadline: Oct. 31, 2006
CONTRACT COSTS
Total Dollar Value of Contract: $ 216,000.00 Current Year Portion: $
Budgeted? Yes[8J No 0 Account Codes: 502-08002-530-310-_
Grant: $ nla _-_-_-_-_
County Match: $ nla _-____
- - - -
-----
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Changes
Date In Needed
~_ YesDNo[l]
\o/(20r YesD No[2(
Date Out
Risk Mandmen~
pJU ~~
II) -t,( .-O{Jt \~. or
O.M.B./Purchasing
County Attorney I 0/.-0/6"
YesDNo~
YesD Nolir
lO,lI ~
f fy l~-()b
Comments:
OMB Form Revised 2/27/01 MCP #2
Board of County Commissioners
Teresa E. Aguiar, .\fV\.'
Employee Services Dire~
October 11,2006
OK~~!'Y ~2~~E
(305) 294-4641
Office of the Employee Services Division Director
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 268
Key West, FL 33040
(305) 292-4458 - Phone
(305) 292-4564 - Fax
TO:
FROM:
DATE:
(-- .----
BOARD OF COUNTY COMMISSIONERS
Mayor Charles "Sonny" McCoy, District 3
Mayor Pro Tern Dixie M. Spehar, District 1
George Neugent, District 2
Mario Di Gennaro, District 4
Glenn Patton, District 5
SUBJ:
Amendment of contract - HIP AA Security
This item requests approval of an amendment to the existing contract between the County and Acordia
National. The Business Associate Amendment is an addition to the existing Contract which covers the
period of October 1,2005 through September 30, 2007. This contract was approved by the BOCC on
June 15,2005.
During the periodic audit of their files, Acordia National became aware that the HIPAA Security
agreement needed to be added to the existing contract. The amendment is effective April 21, 2005
confirming that the Business Associate (Acordia National) and Covered Entity (Monroe County
Employee Benefit Health Plan) have complied since April 21, 2005 and intend to comply with the
HIP AA Security Regulation during the remaining term of the contract.
It is staff s recommendation to approve the addition of the Amendment.
~ordia.
Aeordia National
AMENDMENT TO BUSINESS
ASSOCI A TE CONTRACT
I
"I
Acordia National
602 Virginia Street. East
PO Box 2381
Charleston. WV 25301-2381
Voice: 800624.8605
Fax 304353.8773
i
~
Maria Fernandez, Group Insuran
MQNROE CNTY BRD OF COHHISSION
HIstoric GATO Cigar Factory 11
Room 2-272
L Key West, FL 330..0 -.J
i
This Amendment to the Business ASSOCiate Contract previously entered into by and between:
(herelnaner called Entlty. an A ONAl (hereina e ca . uslnes AssocIate").
WHEREAS, the Covered Entlty and Business Associate previously entered into a BUSiness Associate Contract the intent of 'M'iich was to assist the
Covered Entity and Business Associate to comply With the Health Insurance Portability and Accountability Act of 1996 and fmal regulations promulgated
With respect thereto (collectively. "H IPM '); and
WHEREAS, the Covered Entlty and Business ASSOCiate intend to comply Vvilh the security standards for the protect/on of Electronic Protected Health
Information promulgated pursuant to HIPM (the 'Security Rule") as follows:
1 Business Associate shall implement administrative. physical. and technical safeguards that reasonably and appropriately protect the
confidentiality, Integrity, and availability of Electronic Protected Health Information that It creates, receives, maintains. transmits, or destroys on
behalf of Covered Entity.
2. Business Associate agrees to ensure that any agent, including a subcontractor, to whom It provides Protected Health Information or Electronic
Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same
restrictions and conditions that apply through this Agreement to Business ASSOCiate Vvilh respect to such information
3. Business Associate agrees to report to Covered Entity any security incident of'M'iich It becomes aware of.
4. The following terms shall have the following meaning:
a. Electronic Protected Health Informal/on. "Electronic Protected Health Information (E-PHI)" Shall have the meaning described in 45 CFR
160.103.
b. Security Incident. 'Security IncidenF as defined in 45 CFR 164.304 shall mean the attempted or successful unauthorized access, use.
disclosure. modification, or destruction of information or interference Vvilh system operations in an information system.
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ACORDlA NATIONAL, LNG
By;
Richard H. Legg
Its; Senior Vice President and Chief Operating Officer
(Plan Sponsor)
By:
On Behalf of: Man....... r.no.n'ty F...,loy_ R......'!.,. PI.n ......"1t....
n-__Covered Entity
Its:
Print Name:
HNOTE*lf If you shOUld have any qt.J8stion regarding. this form. please
contact AcordlS National's H1PAA Team Leader at C8(0) 624-8605.
~ordia.
Acordia National
I
I
Acordia National
602 Virginia Street, East
P.O. Box 2381
Charleston, WV 25301-2381
Voice: 800.624.8605
Fax: 304.353.8773
I
i
Maria Fernandez, Group Insuran
MQNROE CNTY BRD OF COMMISSION
Hlstoric GATO Cigar Factory 11
Room 2-272
L Key West, FL 33040 ~
September 14, 2006
RE: HIP AA Security Regulation Amendment to Business Associate Contract
Due to the Security Regulation issued under the Health Insurance Portability and Accountability
Act ( HIPAA=),Acordia National is required to amend our existing Business Associate Contract.
Among the requirements of the Security Regulations, is that Business Associate Contracts contain
provisions that require Business Associates to:
* Adopt Policies and Procedures that comply with the Security Regulations
* Notify the Covered Entity of any Security Incidents
* Implement certain safeguards for storage and transmission of Electronic Protected Health
Information ( E-PHI=).
We have prepared the enclosed Amendment for your review and signature. Because you may
have Plans that we do not administer (i.e. HMOs, dental), we are asking you to determine if you are
under or over the $5,000,000 total paid claims threshold. If the total is under $5,000,000 in paid
claims, please enter April 21, 2006 as the effective date on Item #5 of the amendment. If the total
is over $5,000,000 in paid claims, please enter April 21, 2005 as the effective date on Item #5 of
your amendment.
Please sign and return the amendment to my attention at the above address. A fully executed
copy will be returned to you. As you can see, the amendment is limited and only adds the obligations
required by the Security Regulation. If you have any questions, please feel free to contact me or your
Account Representative.
Sincerely,
~.~
Gabi Walker
Eligibility and HIPAA Team Leader
Enclosure
RECEIVED
SEP 2 1 2006
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CcmtaCt.'ACQf'~..J\Jatl~SHlP:AAT~t~d8rjt(Boo)i24~g$QK.
ADMINISTRATIVE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this ~Of[,J,l::t'"'B ')by and
between Monroe County (hereinafter "Employer") and ACaRDIA NATIONAL, INe. (hereinafter
"Acordia National") of602 VIrginia Street., East, Charleston, WV 25301, is hereinafter set forth:
WITNESSETH
WHEREAS, Employer bas established an employee welfare benefit plan (hereinafter
called "Plan") for the purpose of providing medical, dental, vision, utilization review, Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Health Insurance Portability and
Accountability Act of 1996 ("HlP AA"), and other benefits for its employees;
WHEREAS, Employer desires to engage the services of Acardia National as agent for
the Employer for the purpose of effecting claim administration under its Plan; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained, the parties hereto agree as follows:
1) The effuctive date of the Employer's Plan shall be October 1, 2005, and shall terminate
September 30,2006.
2) The Plan Year sbaJI be ftom October 1 to September 30 of each year.
3) The Employer's Tax Identification Number is 596000749.
4) The Benefit Committee designed under the Plan is comprised of County
Administrator, Director of Human Resources, and Director of Office of Management and Budget.
The Employer agrees to notify Acordia National in writing if the members of the Benefit
Committee change. Such notification shall be provided to Acordia National within ten (l0) days
of adoption of the change and shall include the composition of the Benefit Committee, as
changed, and the effective date of any membership changes.
5) The Employer hereby acknowledges that no person shall be authorized to make
exceptions, unless the Employer provides written authorization to Acordia National. Employer
further agrees that any authorized exception to the Plan tenns shall be given effect only if
communicated to Acordia National in writing.
6) The Employer agrees to provide Acordia National with any amendment or
restatement to the Plan on or before the effective date( s) of any such amendment or restatement.
7) For each Plan Year, the Employer shall sufficiently fund benefits under the
Acordia 10/05-9/06
1
Employer's Plan on a timely basis. "Timely" shall be defined as within thirty (30) days of Acordia
National's notification, oral or written, that benefit claims have been processed for payment.
These claims will be funded in their entirety and in chronologic order with oldest dates always
funded and released first. In the event Employer shall fail to make available sufficient monies to
fund its claims in a timely manner, a ten percent (100.10) surcharge shall be added to the monthly
administrative fee due Acordia National, which surcharge shall become chargeable beginning on
the thirty-first (31st) day after Acordia National's notification, as described herein. or may
terminate this agreement. Employer acknowledges and agrees that Acordia National shall not
have any duty or responsibility to release claim payments if Employer has not sufficiently funded
the same.
8) Employer acknowledges and agrees that Acordia National shall not have any
financial duty or responsibility to see that the Employer deposit meets the Employer's Plan
requirements~ however, Acordia National shall keep the Employer advised as to the amount of
deposit needed to meet said requirements on a timely basis. Employer further acknowledges and
agrees that Acordia National shall not be deemed a fiduciary for the Plan within the meaning of
the Employee Retirement Income Security Act of 1974 ("ERISA"). Accordingly, the services to
be performed by Acordia National hereunder shall be limited to the ministerial services set forth
herein and the performance by Acordia National shall be subject in all respects to review by
Employer within the framework of Plan provisions as well as policies, interpretations, rules,
practices and procedures established by Employer. Acordia National shall not have any
discretionary authority or control with regard to the management of Plan assets. To the extent
permitted by law, Acordia National shall not incur any liability for. any acts or for fuilure to act
except for its own willful misconduct in administering the Plan.
9) If required by Acordia National. Employer shall pay Acordia National an initial fee
of$ 0.00 for the purpose of establishing administrative services in connection with the Employer's
Plan, which fee shall be due and payable upon execution of this Agreement and which shall be
non-refundable to the Employer in the event this Agreement is terminated.
Acordia 10/05-9/06
2
Additionally, the monthly capitation fee for administrative services will be:
Medical Claims Administration
HIP AA Administration
Fee Negotiation
$ 10.] 9 Per Employee Per Month
$ 0.40 Per Employee Per Month
25% of savings
The above monthly capitation fee shall apply to the renewal effective October 1,2005, and
will remain in effect for renewals effective October 1,2006 and October 1, 2007.
Payment of the fees established above is due from the Employer on or before the 10th day
of each month, beginning on the lot' day of October, 2005. The fee quoted is a three (3) year
guarantee effective October 1, 2005 and may only be increased by Acordia National if there are
additional services rendered by Acordia National on behalf of the Employer necessitated by a
change in federal or state law with a thirty (30) day notification. Employee counts for the
purpose of monthly administrative fee billing may not be reduced by more than 100,/0 of the billed
enrollment unless an explanation is provided. Administrative fee adjustments must be done
monthly and cannot be adjusted retroactively in excess of 90 ninety days prior to the month
invoiced. Acordia National reserves the right to withhold any fee due to the client if there are any
outstanding fees.
Acordia National shall provide generic enrollment forms, claim forms and other
administrative and plan forms. In the event Employer desires customized administrative and plan
forms, Acordia National will direct the printing of same, however, the cost of such printing shall
be paid solely by the Employer
10) Acordia National shall provide the following services in connection with the
administration of Employer's Plan( s):
a) Provide assistance to enroll all eligible Employees (as defined in the Employer's
Plan) in Employer's PIan, as agreed with Employer,
b) Provide for Employer's review sample prototype Plan documents, as requested by
Employer;
c) Conduct informational programs for all eligible Employees to fully explain the
benefits available under the Employer's PIan, as requested by Employer~
d) Respond to telephone and mail inquiries from Plan participants regarding benefits
Acardia 10105-9/06
3
available to them and their dependents;
e) Provide information concerning Plan benefits and participants, based upon
information provided by Employer,
f) Review and analyze all claims and determine whether the charges of health care
providers submitted are within reasonable payment guidelines and/or are related to
diagnostic related groups, preferred provider organization agreements or other
industry standards;
g) Correspond with claimants, as necessary, to process claims and to ascertain
whether other coverage exists which might pay the claim in whole or part;
h) Receive, review, and administer all claims for benefits under the Employer's PI~
including the evaluation of claims made;
i) Aid the employer in developing an efficient claims control program;
j) Provide information, on request, for the completion by the Employer of all
necessary IRS and ERISA filings; and
k) Provide Employer with a monthly report of claims paid.
11) Acordia National shall provide COBRA administration services, if desired by
Employer (check one blank below). It is agreed and understood that COBRA administration
services are not provided for 125 Reimbursement Account Plans.
Applicable
Non-applicable X
In the event Employer desires Acordia National to provide COBRA administration
services, Acordia National agrees to:
a) Provide initial notification of continuation of coverage option to all
employees
b) Provide notification. enrollment infonnation and enrollment forms to all
qualified beneficiaries within fourteen (14) days of notification by Employer
of a qualifying event;
c) Provide monthly billing and collection services for all qualified beneficiaries
who eJect to continue coverage under the program and supply monthly
reports of premiums collected by Employer;
d) Track participating beneficiaries and notifY them of their right to convert if
a conversion option is available under Employer's Plan;
Acardia 10/05-9/06
4
e) Process aD claims for continuing beneficiaries under a segregated category
and report, through regular monthly reporting series, claims experience of
continuing beneficiaries (COBRA claims will be aggregated during the
nonna! check processing cycle but reported separately at month's end);
f) On an annual basis, at the begjnning of Employer's Plan Year, provide rates
to be charged continuing participants for coverage in the new Plan Year;
g) Provide for Employer's review sample prototype language to be included
in the Plan document to ensure compliance with COBRA legislation;
h) Provide for Employer's review sample prototype language for inclusion in
Employer's Summary Plan Description and coordinate, at Employer's
option. the printing of new plan booklets at Employer's expense; and
i) Mail all correspondence to Plan participants or qualified beneficiaries
directly to the last known address of the employee and/or dependent by
first class mail
In consideration for receipt of these services from Acordia National, Employer agrees to:
a) NotifY Acordia National within thirty (30) days of qualifying events for
which the Employer bas knowledge. QuaJif:Ying events include:
termination of employment for any reason short of gross misconduct; an
employee's reduction of work hours; the Employer's filing for
reorganization under Chapter XI of the Bankruptcy Code; an employee's
divorce or legal separation; death of an employee; an employee's child
ceasing to be a dependent; and a beneficiary's entitlement to Medicare. If
the Employer is not notified and does not have knowledge of a quaJifYing
event, the employee has sixty (60) days from the qualifying event in which
to notifY Acordia National of the same to be eligible for the continuation of
coverage option; and
b) Notify Acordia National of any address changes or other pertinent
infonnation regarding employee participation in the Employer's Plan(s) to
allow Acordia National to properly fulfill the requirements of COBRA
legislation.
It is acknowledged by Employer that future legislation related to continuation of benefit
coverage, or other matters not currently required by COBRA legislation and COBRA regulations
Acordia 10/05-9/06
5
on the date of this Agreement may necessitate an adjustment in the fee for COBRA
administration.
12) In the event Employer does not desire COBRA administration services by Acordia
National, but instead the development of COBRA rates applicable to its Plan, Acordia National sball
provide the same upon tenus, and for a fee, to be agreed upon between Employer and Aoordia
National.
13) Acordia shall provide the following services related to HIPAA administration for
the Employers Plan:
Applicable X
Non-applicable
a) Provide for the Employer's review prototype modifications to the pian
document and SPD (Booklet) to address HIP AA requirements;
b) Track the applicable eligibility information and m$intain credited coverage
infonnation on both a current and future basis;
c) Coordinate the receipt of all certificates of coverage, or other proof of
coverage, for all new employees enrolling in the benefit plan;
d) Perform the administrative requirements to analyze the determination of
pre-existing conditions and establish the waiting periods that would apply
for all new employees and existing employees having pre-existing
conditions;
e) Distribute to all required parties the notifications and correspondence
documenting pre-existing conditions;
t) Issue certificates of coverage for all employees and their dependents upon
termination or upon request;
g) Prepare and distribute standard reports documenting completed HIP AA
activities; and
h) Serve as an information resource for HIP AA questions.
i) Distribute Privacy Practices Notices to all participants enrolled as of the
effective date of Employer's required compliance on or beWre said effective
date to new participant upon enroIlment and to aD participants upon material
revision to the Notice;
j) Distribute notices of the availability of the Privacy Practices Notice to
AC~Ldia 10/05-9/06
6
Agreements;
I) Maitnin desi~ed record ~
m) Mainr.ain records of aU noJeases of Protected Health Information ("PHI} for
purposes other than beatuMD, paymeot or health plan operations;
Administer access to PHI and maintain a logging system to tIaCk and document
activities. These documents include:
1. Request for restriction of PHI;
2. Request for accouoting of disclosures;
3. Request to access PHI. (Employees requesting lICCe8S to PHI will be
charged SO.50 per page in advance prior to sending out this
iofonnation);
4. Request to amend PHI;
5. Request for COIlfidential COOlIlI.Ulic8ti;
6. Complaint forms; and
7. Authorization for release of Pill.
Assist with the certifkatioo of the Group Health Plan;
Update policies and related privacy pradices for approval of the Employer's
Privacy Offi<:er; and
Provide training iofonnatioo related to HIP AA Privacy requirements.
Employer agrees to pay to Aoordia NatiooaI. the adual costs of mailing Dtial
notices, tbree-year notices and any other mass mailing associated with HIPAA
Privacy compliance. SbooId Employer request customizOO documertts in lieu
of the prototypes provided by Aoordia National Employer agrees to pay
Aoordia National a separate fee for providing such customized documents such
fee to be agreed to by the parties.
14) This will serve to confinn oor understanding that the Employer desires to utilize the
subrogation and reJated services offered by ~ R.ecoveries. Inc. In connedioo with the
E~s health plan. Services provided by HRI shall commence 1st day of October, 1999.
Applicable X
participants once every three (3) years;
k) Coordinate the distribution, execution and mainteoance of Business Associate
n)
0)
p)
q)
.1~
Non-applicable
Acordia 10/05-9/06
7
15) In the absence of a designation by the Employer and except for disposition of
disputed claims, Acordia National shall determine the manner in which payment of benefits shall
be made as it shall deem it to be necessary and appropriate, in accordance with the provisions of
Employer's Plan. and shall not be responsible in the exercise of such judgment in the absence of
willful misconduct on the part of Acordia National.
16) The Employer shall name Acordia National as an additional insured under its
fidelity bond which shall be conditioned upon faithful perfonnance of its duties hereunder, and
such fidelity bond which shall in all respects comply with the requirements of the Employee
Retirement Income Security Act of1974, as amended.
17) Notwithstanding any other provision herein. Employer hereby agrees and
acknowledges that responsibility for all Plan documents, language or modifications remains at all
times with the Employer.
18) (a) Acordia National agrees to defend., indemnifY and hold harmless Employer against
all claims. damages. liabilities and expenses actually and reasonably incurred or imposed on it in
connection with any actual or tllmuened claim. action. suit, proc:-rl1ng. settlement or compromise
thereof which arises from Acordia's administration of claims under Employer PJan(s) other than in
accordance with Plan provisions as well as the willful miscooduct of Acordia National. its employees.
representatives or agents. The right to be defended. indMmified and held harmless shaD extend to
Employer's affiliates as well as the employees of Employer, their estates, executors. administrators,
guardians. conservators and heirs and shall apply after the employee ceases employment with Employer
with respect to acts or omissions of Acordia prior to such cessation
(b) Employer agrees to defend. indemnify and hold hannless Acordia National
against all claims, d3mages, liabilities and expenses actually and reasonably incWTed or imposed
on Acordia National in connection with any actual or threatened claim, action, suit, proceeding,
settlement or compromise thereof which arises from the Employer or Benefit Committee's actions
or omissions to act relating to the Plan or any benefits provided thereunder or the breach by the
Employer or Benefit Committee of any provision of this Agreement. The right to be defended.
indemnified and held harmless shall extend to Acordia National's affiliates as well as the
employees of Acordia N atiooaJ.. their estates, executors, administrators, guardians, conservators
and heirs and shall apply after the employee ceases employment with Acordia National with
respect to acts or omissions prior to such cessation.
19) The terms of this Agreement shall be from the effective date hereof and continue
Acordia 10/05-9/06
8
for a period of one year. This Agreement shall be automatically renewed for successive one-year
periods wttil either party gives the other notice of cancellation in accordance with the terms set
forth below. If either party desires to modifY or tenninate this Agreement, it shall notifY the other
in writing at least thirty (30) days prior to the effective date of such modification or termination.
In the case of proposed modification the party receiving the notification of the proposed
modification shall itself notify the other party within ten (10) days after receipt of notice of its
agreement to the proposed modification. Failure to do so shall tenninate this Agreement as of the
end of the Employer's Plan Year.
20) This Agreement may be tenninated by either the Employer or Acordia National at
any time provided the terminating party gives the other party thirty (30) days prior written notice.
The prior written notice will state the prospective effective date of the termination. Termination
of this Agreement will not tenninate the rights or obligations of either party arising out of the
period during which this Agreement was in effect. Upon the expiration of this Agreement, and if
the same is not renewed, Acordia National shall return all files of closed or pending claims
covered by this Agreement to the Employer.
21) Employer agrees that during the term of this Agreement and for a period of three
years after its termination it will not induce any employee of Acordia National to leave Acordia
National's employment or directly or indirectly assist any other person or entity in requesting or
inducing any such employee of Acordia National to leave such employment.
22) All notices hereunder shall be in writing and mailed by certified mail, return receipt
requested. Notices to the Employer shan be at the address first above written and to Acordia
National at 602 VIrginia Street, East, Charleston, WV 25301-3043, Attention: President, or at
such other addresses as the parties may from time to time designate in writing.
23) The Employer and Acordia National agree that this Agreement and the Acordia
National Trust for Employee Welfare Benefit Plans shall be administered and construed according
to the laws of the State of Florida.
24) In the event this Agreement is terminated, the parties will have the option of
agreeing to completion of claims administration services for claims existing at termination for a
period following termination of this Agreement upon terms negotiated between the parties and is
typically a percentage of paid claims..
25) This Agreement together with the Plan constitute the entire Agreement between
the Employer and Acordia National.
Acardia 10/05-9/06
9
26) The undersigned hereby represents and warrants on behalf of the Employer that
the Employer (a) has duly approved the adoption of the Plan, this Agreement, and (b) has
authorized the Undersigned to execute this Agreement.
27) General Conditions:
a) Acordia National shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized representatives
shall have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the term of the Agreement and for four years following the
termination of this Agreement. If an auditor employed by the County or Clerk determines that
monies paid to Acordia National pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the Acordia National shall repay the monies together with interest
calcuIated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Acordia
National.
b) Administrative Action and Interpretation: In the event that any administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the County and
Acordia National agree that venue will lie before the appropriate administrative body in Monroe
County, Florida.
The County and Acordia National agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between any of them the issue shall
be submitted to mediation prior to the institution of any other administrative or legal proceeding.
c) Severability. If any term, covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shaU not be affected thereby; and each remaining term, covenant,
condition and provision of this Agreement shaD be valid and shall be enforceable to the fuBest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and Acordia National 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.
d) Attorney's Fees and Costs. The County and Acordia National agree that in the
event any cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an
award against the non-prevailing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules
of Civil Procedure and usual and customary procedures required by the circuit court of Monroe
County.
e) Adjudication of Disputes or Disagreements. County and Acordia National agree
that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions
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between representatives of each of the parties. If no resolution can be agreed upon within 30 days
after the first meet and confer session, the issue or issues shalJ be discussed at a public meeting of
the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction
of the parties, then any party shalJ have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law.
(t) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Acordia National agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement. County and
Acordia National specifically agree that no party to this Agreement shall be required to enter into
any arbitration proceedings related to this Agreement.
g) Authority. Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law.
h) Claims for Federal or State Aid. Acordia National and County agree that each
shalJ be, and is. empowered to apply for, seek, and obtain federal and state funds to further the
purpose of this Agreement; provided that all applications, requests, grant proposals, and funding
solicitations shall be approved by each party prior to submission.
i) Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Acordia National and their
respective legal representatives, successors, and assigns.
j) Nondiscrimination. County and Acordia National agree that there will be no
discrimination against any person, and it is expressly understood that upon a detennination by a
court of competent jurisdiction that discrimination has occurred, this Agreement automatiadly
tenninates without any funher action on the part of any party, effective the date of the court
order. County or Acordia National agree to comply with all FedeuV and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to:
I) Title VI of the Civil Rights Act of 1964 (pL 88-352) which prohibits discrimination on the
basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of
sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The
Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended.
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 69Odd-3 and 29Oee-3), as amended, relating to
confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of
1968 (42 USC s. et seq.), as ameod~ relating to nondiscrimination in the sale, rental or financing
of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe
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11
amended from time to time, relating to nondiscrimination on the basis of disability; 10)
Monroe County Code Ch. 13, Art. VI. prohibiting discrimination on the bases of race, color, sex,
religion, disability, 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.
k) Covenant of No Interest. County and Acordia National 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 perfonn
and receive benefits as recited in this Agreement.
I) Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and disclosure or
use of certain information.
m) Public Access. The County and Acordia National shall allow and pennit
reasonable access to, and inspection of, all documents, papers, letters or other materials in its
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the County and Acordia National in conjunction with this Agreement; and
the Comty shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Acordia National.
n) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida
Statutes, the participation of the County and Acordia National in this Agreement and the
acquisition of any conunercial 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 contract entered into by the County be required to
contain any provision for waivet'"o
0) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply to the same degree and extent
to the performance of such functions and duties of such officers, agents, volunteers, or employees
outside the territorial limits of the County.
p) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except to
the extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satistilction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
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q) 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 heretmder, and the
County and Acordia National agree that neither the County nor the Acordia National or any
agent, officer, or employee of either shall have the authority to infOnD, 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.
r) Attestations. Acordia National agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a
Drug-Free Workplace Statement.
s) No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe
County in his or her individual capacity, and no meml>ef, officer, agent or employee of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
t) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by singing any such counterpart.
u) 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.
IN WITNESS WHEREOF, the Employer and Acordia National have caused this
Asreement to be executed by their respective proper corporate officers. .
AITEST: DANNY L. KOLHAGE, CLERK
(j~
MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS:
By "t,;t#. . m. ~~OE COUNTv ATTORN
MayorDixieM. Spehar ROVED A F RM
By
Its
Chief Operating
IYI (j ui~~) &R
AITEST:
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