2023-098B - Laserfiche WebLink

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D. BCBSF may assign this Agreement (including all obligations and liabilities associated with the Agreement) as well as the right to perform under this Agreement (and to receive payment from Employer) to any of its subsidiaries or affiliates without prior consent or notice to Employer. In fulfilling its obligations under this Agreement, BCBSF reserves the right to contract with third parties it deems necessary to administer the Employer's Plan; therefore, Employer hereby authorizes BCBSF to do all things and to perform all acts which are reasonably necessary or appropriate to properly administer and facilitate claims processing with respect to the Employer's Plan and there is no obligation for BCBSF to obtain prior approval from Employer herein as a condition precedent to entering into any such contract. BCBSF shall remain liable for the performance of any and all such subcontracted duties. Employer acknowledges that BCBSF has contracted with a third party (Blue Cross and Blue Shield of South Carolina "BCBSSC") to provide certain services to Employer in connection with the Agreement, and, as BCBSF's Designated Agent, BCBSSC is authorized to receive payment directly from Employer. E. Except where BCBSF or Designated Agent is adjudicated grossly negligent, committed fraud or willful misconduct, it is understood that BCBSF and its Designated Agents have no liability under the Plan and will only pay benefits pursuant to the Plan, as funds are made available by the Employer. F. It is mutually recognized that BCBSF and its Designated Agents, in performing their obligations under this Agreement, are acting only as agents of the Employer in a ministerial capacity and shall not be designated or deemed the administrator or fiduciary with respect to the purposes of ERISA or any other Federal or State law of similar nature. G. This Agreement is made in, governed by, and shall be construed in accordance with the applicable laws of the State of Florida to the extent permitted by ERISA. H. This Agreement, including its Exhibits, may be changed by an amendment thereto signed by officers of the Employer and BCBSF. Notwithstanding the foregoing, the parties agree that future compliance with the requirements of federal or state laws may require an amendment to this Agreement. Accordingly, BCBSF may unilaterally amend this Agreement to comply with such federal or state laws upon notice to Employer. I. During the term of this Agreement and for a period of six (6) months following its termination, Employer, or its designated claims auditing representative (unless BCBSF objects to the auditing representative in writing), shall have the right to examine records of BCBSF or their Designated .Agent relating only to the Plan of Benefits in accordance with the separately executed External Claim Audit Agreement. Audits will be based on a sample not to exceed 250 claims per audit. Any examination of individual member's health benefit payment records shall be carried out in a manner specifically designed to protect the confidentiality of the member's medical information in compliance with all federal and state laws governing confidentiality and privacy of health information and as outlined in the separate audit policy that is executed prior to any audit. All audits shall not exceed 18 months (of service dates). Recovery of any amounts identified in the course of an audit shall be subject to the terms of the applicable provider contract(s). An annual audit will be allowed at no charge to Employer. For subsequent audits during 12 months following the audit, Employer shall pay an additional fee determined by BCBSF for any administrative costs and out-of-pocket expenses incurred 17