HomeMy WebLinkAbout2023-098BADMINISTRATIVE SERVICES
AGREEMENT
For
Indian River Board of County Commissioners
Administered by:
Blue Cross and Blue Shield of Florida, Inc.*
*An Independent Licensee of the Blue Cross and Blue Shield Association
ADMINISTRATIVE SERVICES AGREEMENT
between
INDIAN RIVER BOARD OF COUNTY COMMISSIONERS
and
BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
This Administrative Services Agreement, including Exhibits, the Employer Application, Benefits
Checklist, Plan of Benefits, Schedule of Benefits, Schedule A and all endorsements,
amendments, riders or addenda thereto (hereinafter referred to as the "Agreement"), is entered
into and effective October 1, 2023 between Blue Cross 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 Indian River Board of
County Commissioners. At 1800 27th St, Vero Beach, FL 32960. (hereinafter referred to as the
"IRBOCC") on behalf of itself and its Group Health Plan(s).
The term for this Agreement shall be Three (3) years from the Effective Date ("Initial Term").
The Agreement shall automatically renew for successive one (1) year terms (each, a "Renewal
Term") on the day immediately following the expiration date of the Initial Term and each
subsequent Renewal Term thereafter, unless terminated sooner in accordance with Section IV.
WHEREAS, the Employer has established and currently sponsors a self-funded employee welfare
benefit plan, to provide certain benefits (attached hereto as Exhibit A and hereinafter referred to
as the "Plan") and
WHEREAS, the Employer is or has designated a Plan Administrator. The Plan Administrator
and the Employer may be the same; however, the Plan Administrator shall not be BCBSF; and
WHEREAS, the Employer, on behalf of itself and the Plan Administrator, has requested that
BCBSF furnish services as defined in this Agreement.
WHEREAS, it is the purpose of this Agreement to establish an agency relationship whereby
BCBSF will undertake to act as an agent for the Employer in (1) receiving and processing claims
for benefits under the Plan, (2) disbursing claim payments under the Plan, and (3) performing
such additional duties as set forth herein.
WHEREAS, it is understood and agreed that BCBSF may contract with other entities to perform
certain functions and/or services in the administration of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and conditions contained
herein, the parties, intending to be legally bound hereby, agree as follows.
Section I: Responsibilities of the Employer
A. The Employer shall have the obligation to furnish any information required in accordance with
the Exhibits to this Agreement. Such information shall include, but is not limited to, member
social security numbers in order to comply with Medicare secondary payer provisions of
federal law.
B. BCBSF and/or their Designated Agent's performance of the services will require prompt
discharge by the Employer of such obligation. Therefore, BCBSF shall not be considered to
have failed to perform obligations under this Agreement if any delay or non-performance is
due, in whole or in part, to the Employer's failure to promptly discharge such obligations.
BCBSF's Designated Agent is an entity that has contracted with BCBSF to perform a
function and/or service in the administration of this Agreement.
C. The Employer shall provide BCBSF with the names of individuals, together with the scope of
their authority, authorized to act for the Employer in connection with this Agreement.
D. The Employer shall fund the Plan and pay all claims in accordance with its terms and as
provided in Exhibit B.
E. The Employer, BCBSF, and their Designated Agent shall comply with all material Federal or
State laws applicable to the Plan and Employer shall comply with such reporting and
disclosure laws as may be applicable thereto.
F. Employer is responsible for the Group Health Plan's compliance with all applicable federal and
state laws and regulations, including amending the Group Health Plan documents as necessary
to comply with applicable law changes. Employer further acknowledges that BCBSF is not
providing tax or legal advice and that Employer shall be solely responsible for determining the
legal and tax status of the Group Health Plan
G. Employer retains all authority, responsibility, and liability for its Group Health Plan and its
operation, and BCBSF is only authorized to act on behalf of Employer as expressly stated in
this Agreement or the Plan of Benefits or as may be mutually agreed to in writing by BCBSF
and Employer. Employer has advised BCBSF to place its members on a do -not -call list with
respect to surveys conducted by third parties. Notwithstanding the preceding, BCBSF may
conduct outbound calling campaigns as part of its regular health Plan administrative activities
pursuant to this Agreement.
H. The parties will comply with all state and federal laws applicable to the performance of their
respective obligations under this Agreement.
I. Employer represents and warrants it is not a Multiple Employer Welfare Arrangement
(MEWA).
J. Member Information.
The Employer shall provide BCBSF, in a format reasonably acceptable to BCBSF, the member
information. Such information will include, but is not limited to, member social security
numbers in order to comply with Medicare Secondary payor provisions of federal law.
Employer will notify BCBSF as soon as possible of a change of a member's eligibility
information (eg. employment status or a change in coverage). It is the Employer's
responsibility to ensure any retroactive member termination forwarded to BCBSF is in
compliance with federal law, specifically, that such termination was due to either a member's:
(i) fraudulent act, practice or omission; (ii) intentional misrepresentation of material fact, or
(iii) failure to timely pay required premiums or contributions towards the cost of coverage.
The Employer is solely responsible for providing to the member any notice related to
retroactive terminations or rescissions that are required by law. In the event of retroactive
termination of members, BCBSF shall not be responsible for denials of claims under
Employer's Stop Loss Insurance. If Stop -Loss Insurance is not provided by BCBSF or a
BCBSF affiliate, Employer will provide BCBSF with a copy of the Stop -Loss Insurance policy.
Employer will notify BCBSF as soon as possible of any change related to Stop -Loss Insurance.
Employer is responsible for all eligibility determinations related to Stop Loss Insurance.
Employer shall provide information necessary for BCBSF to process claims and provide all
information to the Stop -Loss carrier in order for the Stop -Loss carrier to make a determination
on the claims submitted.
K. Confidential and Trade Secret Information.
BCBSF maintains proprietary and confidential information and competitively sensitive trade
secret information, which information may be disclosed to Employer for the purposes of
analyzing such information in conjunction with the services performed under the Agreement.
Employer agrees to hold such confidential and/or trade secret information in confidence and
only disclose such information to employees of Employer who have a need to know such
information; provided however that such employees of Employer agree to maintain the
confidentiality of the confidential and/or trade secret information and take all steps necessary
to safeguard the confidential and/or trade secret information against unauthorized access, use,
and disclosure to at least the extent Employer maintains the confidentiality of its most
proprietary and confidential information.
Except as required by law, Employer shall not disclose such confidential and/or trade secret
information to any third party without the express written permission of BCBSF. If BCBSF,
in its sole discretion, approves release of confidential and/or trade secret information to a third
party, the third party and Employer will be required to execute a Confidentiality & Indemnity
Agreement, in a form specified by BCBSF, prior to the release of the confidential information
and/or trade secret information to the third party. Comingling means the combination of data
sets from multiple sources, including but not limited to the combination of Inter -Plan Data and
or Association data with non-InterPlan Data and/or non -Association data. Employer may not
Comingle Inter -Plan Data to the extent otherwise permitted in this Agreement, provided that,
to the extent Employer comingles the Inter -Plan Data with data from other Licensees or non -
Licensee group accounts or individual members, the data must be de -coupled and returned or
destroyed upon termination of this Agreement.
Blinding means the process of removing or masking data in a manner that it cannot be re-
populated by the recipient. Although Employer may Blind Blue Information and/or Inter -Plan
Data and/or prepare reports containing Blue Information and/or Inter -Plan Data, Employer
may not alter Blue Information or Inter -Plan Data in any manner. Employer may not Comingle
Inter -Plan Data to the extent otherwise permitted in this Agreement, provided that, to the extent
Employer Comingles the Inter -Plan Data with data from other Licensees or non -Licensee
group accounts or individual members, the data must be de -coupled and returned or destroyed
upon termination of this Agreement. Inter -Plan Data is information that relates to another
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Licensee, another Licensees' members, activity of another Licensee's members. "Purpose"
means the purpose for which the Blue Information and/or Inter -Plan data is disclosed to
Employer pursuant to this Agreement.
The parties agree that each will keep the other party's Confidential Information confidential
and will only use the disclosing party's Confidential Information for purposes contemplated
under this Agreement; provided, however, that BCBSF may use Employer's Confidential
Information in the ordinary course of its business as long as it maintains the confidentiality of
such information. Employer's use of BCBSF's Confidential Information, Blue Information
and/or Inter -Plan Data must be consistent with BCBSF's data use and display requirements.
Confidential Information disclosed pursuant to this Agreement is and shall remain the
disclosing party's property. If, in the opinion of counsel for the receiving party, disclosure of
Confidential Information is required by any federal or state law or court order, the receiving
party may only make such disclosure after notifying the disclosing party (if allowed by law)
of the receiving party's intention to disclose the Confidential Information ten (10) days prior
to making such disclosure. For any disclosure that is permitted by this Section other than a
disclosure required by law, Employer agrees to require the recipient to agree to terms at least
as protective as those in this Section and to be liable for any violation of these terms by the
recipient. Employer is not permitted to re -sell Blue Information and/or Inter -Plan Data. When
BCBSF or its vendor provides Inter -Plan Data to Employer in an aggregated manner, Employer
is not permitted to de -aggregate Inter -Plan Data. Employer shall limit the disclosure and
redisclosure of Blue Information and/or Inter -Plan Data to the minimum amount necessary to
fulfill the purpose.
Licensee is a Blue Cross and/or B1ueShield Plan or other entity that holds a license to use the
brands owned by the Association. For purposes of this paragraph, trade secret information is
competitively sensitive information which is advantageous to BCBSF in the marketplace and
BCBSF considers such information to be a trade secret protected from public disclosure,
including protection from disclosure in any meeting which is subject to Florida's Government
in the Sunshine Law Section 286.011, Florida Statutes.
Employer agrees that under the Inter -Plan Arrangements described in Exhibit B, Paragraph XII
below, Employer, Group Health Plan and/or their authorized agents or representatives pursuant
to Exhibit 3 may be provided with, or otherwise have access to, certain non-public, proprietary
and confidential information of a Host Blue (with such information referred to as "Host Blue
Confidential Information"). Host Blue Confidential Information may include, but is not
limited to, strategic and/or competitively sensitive information, trade secrets, policies,
procedures, data (including claims data) and processes. To the extent that Employer, Group
Health Plan and/or their authorized agents or representatives maintain such information,
Employer shall comply, and shall cause Group Health Plan and any authorized agents or
representatives of Employer and/or Group Health Plan to comply, with the following
requirements:
(1) Host Blue Confidential Information must be used and/or disclosed in a manner that
reasonably protects and safeguards the confidentiality and security of this information;
(2) Use of the Host Blue Confidential Information is strictly for the purpose for which it was
disclosed;
(3) Any selling, de -aggregation or comingling of the Host Blue Confidential Information is
strictly prohibited;
(4) Any disclosure of the Host Blue Confidential Information shall be to the minimum
necessary to fulfill the purpose for which it was disclosed; and
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(5) Any recipient of the Host Blue Confidential Information must return or securely destroy this
information upon conclusion of the purpose for which it was disclosed; if the return or
destruction is not feasible, then the recipient must maintain the confidentiality and security
of this information in accordance with the requirements above.
(6) Employer agrees that Florida Blue may audit any recipient of the Host Blue Confidential
Information relative to the use and/or disclosure of this information in order to ensure
compliance with this Section.
(7) Blue Information means, as used in this Agreement, any non-public information that
includes strategic and/or competitively sensitive information including, but not limited to,
the Association or Licensee trade secrets, policies, procedures, data or processes.
Notwithstanding anything herein to the contrary, no provision of this Agreement shall be
interpreted as prohibiting any provision, access, use, or disclosure of information to the
extent required by applicable law.
L. Summary of Benefits and Coverage (SBC):
Employer agrees:
(1) that Employer is responsible for completion and distribution of any SBC(s) that may be
required under applicable law.
(2) to promptly provide to BCBSF information necessary to complete the SBC and
understands that Employer's failure to provide information in a timely manner may
substantially delay and/or jeopardize the timely delivery of the SBC;
(3) to complete and distribute the SBC required under the Patient Protection and Affordable
Care Act (PPACA) to members;
(4) that Employer shall review the SBC and revise or supplement as required prior to
distribution;
(5) and understands that the hard -copy SBC on file with BCBSF shall control in the event of
any discrepancy;
(6) that the Employer remains solely responsible for the content of the SBC and all other
legal requirements related to the SBC; and,
(7) that if Employer contracts with a third party to accomplish any of the requirements in
this Section L., Employer shall remain liable for above actions.
M. Taxes and Fees: With respect to any fees and taxes imposed on Employer under PPACA
(including, but not limited to, the Reinsurance Fee and the Patient Centered Outcomes
Research Trust Fund Fee), calculation and payment of such fees and taxes to the applicable
agency shall be the sole responsibility of Employer and will not be separately calculated by
BCBSF, paid by BCBSF on behalf of Employer or otherwise collected by BCBSF.
N. B1ueCard Disclosure Provision: Employer acknowledges that Exhibit B, Section XII
specifies additional/alternative provisions that apply to Employer with respect to claims that
are processed under the B1ueCard Program. Employer further acknowledges that BCBSF is
required by the Association to disseminate to Employer BlueCard Disclosure language, which
BlueCard Disclosure language is included in Exhibit B, Section XII and included in the Plan
of Benefits. Employer hereby agrees to include the BlueCard language, in its entirety, in
Employer's Summary Plan Description (SPD) delivered to members, which BlueCard
Disclosure language must be included in such SPD so that members are made aware of the
additional/alternative provisions that apply to them with respect to claims that are processed
under the BlueCard Program. Employer may incorporate the BlueCard Disclosure language
in another document, provided that such other document is provided to members.
Section II: Responsibilities of BCBSF
A. BCBSF agrees to provide, either directly or indirectly, the following services to the
Employer for administration of the Plan:
(1) Claim Payments and Claim Control: While the Agreement is in effect, all claims for
benefits under the Plan for which proof of claim is furnished, in form satisfactory to the
BCBSF, shall be accepted for processing and payment or denial, as hereinafter provided.
Claim services will be furnished in connection with the Plan as to those classes of persons
as agreed to by BCBSF and the Employer.
(2) Claim Processing: Contingent upon Employer's fulfillment of all its obligations under this
Agreement, BCBSF will process claims incurred and timely submitted on or after the
Effective Date. The claim must be received within ninety (90) days after the beginning of
care or, if by a participating provider, within the filing period permitted under the
participating provider's contract, however, failure to file the claim within such period will
not prevent payment of benefits if the member shows that it was not reasonably possible to
timely file the claim, provided the claim is filed as soon as is reasonably possible, in no
event, except in the absence of legal capacity, no later than twelve (12) months from the
date services were rendered. Claims will be adjudicated in the order received and will not
be re -adjudicated due to out of sequence dates of services. A claim is "incurred" on the date
the service or supply, giving rise to such claim, is rendered or furnished. A claim is deemed
"paid" on the date the claim payment check is issued. Claims will be paid in accordance
with information supplied ty Employer and received by BCBSF. BCBSF shall be entitled
to rely upon information supplied by Employer.
Employer acknowledges that BCBSF's Designated Agent may have incentive -based
agreements with providers located in the State of South Carolina related to compensation
for services provided as a part of a Value -Based Program. "Value -Based Program" and
"VBP" mean a healthcare delivery model such as a patient -centered medical home
("PCMH"), accountable care organization ("ACO"), capitation arrangements or episode -
based arrangements aimed at improving patient health quality and outcomes with respect to
certain diseases and/or conditions. These services are facilitated with one or more local
providers that is evaluated against cost and quality metrics/factors and is reflected in
Provider payment. The VBP is described further in this Agreement and the Plan of
Benefits. Pursuant to such compensation arrangements, the provider may be subject to
performance or risk-based compensation including, but not limited to, withholds, bonuses,
incentive payments, provider credits and member management fees. The provider incentive
amount may be translated and passed to the Employer as part of the claims amount invoiced
to the Employer. Often the compensation amount is determined after the medical service
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has been performed and after Employer has been invoiced. Provider incentives may include
payment for services not otherwise covered under the Plan of Benefits. For Value -Based
Programs in other Blue Cross and Blue Shield Licensees service Areas see the "Inter -Plan
Programs" section in Exhibit B. Service Area is the geographic area in which a Licensee is
authorized to use the Association -owned brands.
"Allowed Amount" and "Allowable Charge" mean the amount BCBSF, its Designated
Agent or a Licensee of the Blue Cross and Blue Shield Association (`BCBSA") agrees to
pay a provider as payment in full for a service, procedure, supply or equipment.
Additionally:
a. The Allowed Amount shall not exceed the maximum payment, unless otherwise
required by applicable law;
b. The Allowed Amount for emergency services (including air ambulance services)
provided by non -participating or non -contracting providers, as well as non -Emergency
Services provided by non -participating or non -contracting providers at participating or
contracting hospitals, hospital outpatient departments, critical access hospitals, or
ambulatory surgical centers, will pay in accordance with applicable federal law; and,
c. In addition to the member's liability for benefit year deductibles, copayments and/or
coinsurance, the member may be balance billed by the non -participating or non -
contracting provider for any difference between the Allowed Amount and the Billed
Amount, except where prohibited by applicable law.
For covered items and services provided by non -participating or non -contracting providers
described in this Section II. A. (2), the Allowed Amount will be the Recognized Amount
(less any applicable benefit year deductible, copayment and/or coinsurance). If the non-
participating or non -contracting provider disputes such Allowed Amount and initiates a
30 -day open negotiation and/or independent dispute resolution ("IDR") process in
accordance with applicable federal law, BCBSF or its Designated Agent will have the
exclusive discretion and authority to administer such processes on behalf of the Group
Health Plan, including but not limited to negotiating and agreeing with the provider upon
a revised Allowed Amount for the claim(s) that BCBSF or its Designated Agent, in its sole
discretion, believes to be appropriate under the circumstances, and administering the IDR
process as necessary and appropriate, where applicable. BCBSF or its Designated Agent
will have no obligation to inform, confer with, or obtain the consent of Employer in
negotiating with the non -participating or non -contracting provider, agreeing upon a revised
Allowed Amount, or administering the open negotiation and/or IDR process in any way,
in accordance with this Section. For the avoidance of doubt, the provisions of this
Agreement apply to any damages, including a reasonable attorneys' fee (for attorneys
chosen by BCBSF), resulting from, arising out of, based on, or in connection with, any
claim relating to the administration or result of any such negotiation or IDR process.
Employer agrees that its exclusive liability, and agreement to hold BCBSF or its
Designated Agent harmless, for any and all claims amounts that are not reimbursed by any
Stop -Loss Insurance carrier that is not affiliated with BCBSF or its Designated Agent
includes any additional claims amount that may result from BCBSF's or its Designated
Agent's administration of any participating or non -contracting provider negotiation or IDR
process described in this Section.
Notwithstanding anything herein to the contrary, the member's liability for benefit year
deductibles, copayments and/or coinsurance for covered items and services provided by
non -participating or non -contracting providers described in this Agreement will be
calculated as if the item or service was furnished by a participating or contracting provider,
and based on the Recognized Amount, which may differ from the Allowed Amount.
"Recognized Amount" means, in accordance with federal law, the lesser of the non-
participating or non -contracting provider's billed amount or BCBSF's or its Designated
Agent's median contracted rate for participating or contracting providers for the same or
similar item or service furnished in the same or similar specialty in the same geographic
region; provided that, except in connection with air ambulance services, if there is a
recognized amount specified for this purpose under an applicable All -Payer Model
Agreement under Section 1115A of the Social Security Act, or if not, under applicable state
law, then such amount, as applicable, will instead serve as the Recognized Amount.
(3) Timing of submission of claims: If BCBSF or its Designated Agent determines that benefits
are payable, but the provider does not participate in the participating or contracting provider
network, BCBSF or its Designated Agent may (in BCBSF's or its Designated Agent's sole
discretion, or as required by law) make payment to the member or to the provider. No one
may assign a member's right to the payment of benefits without BCBSF's or its Designated
Agent's express written consent. Claims will be processed in the order received by BCBSF
and will not be reprocessed due to out of sequence dates of services. Claims will be
processed in the timeframes set forth in the Plan of Benefits without regard to Stop -Loss
Insurance. Employer retains the sole discretion to determine whether a claim was timely
submitted or whether the timely submission of a claim was reasonably possible. Claims
will be paid in accordance with information supplied by Employer and received by BCBSF.
BCBSF shall be entitled to rely upon information supplied by Employer. BCBSF shall not
pay any claim if this Agreement has terminated except for the term that BCBSF is providing
Retention Services; or the Employer has directed BCBSF to withhold payment.
(4) Plan of Benefits: Based on the Plan of Benefits express terms or Employer's written
authorization and subject to the terms of this Agreement, BCBSF shall determine the extent
of the Benefits (if any) to which any member is entitled.
In the event that Employer determines that BCBSF has misinterpreted the Plan of Benefits
and so informs BCBSF in writing, unless notified otherwise by BCBSF, BCBSF shall begin
processing and paying claims in accordance with Employer's corrected interpretation as set
forth in such writing, to the extent practicable, within thirty (30) days after receipt of such
notice or as soon thereafter as reasonably possible. BCBSF shall not reprocess claims
submitted prior to Employer's notification and shall have no liability to Employer or
member for such claims.
Notwithstanding any determination made by Employer under this Section H. A (4), BCBSF
shall have no liability to a member or Employer (and Employer shall indemnify BCBSF
against any such liability pursuant to Section V for withholding payments as directed by
Employer, for alleged or actual misinterpretations of the Plan of Benefits or for claims that
were denied prior to Employer's determination and written notification to BCBSF.
(5) Recovery of Claims Amounts: In the event of retroactive addition or termination of
members, BCBSF shall not be responsible for denials of claims under Employer's Stop Loss
Insurance. BCBSF will not be responsible for collection of claims amounts paid to
providers or members prior to notification of a member's termination. Any such recovered
9
amount shall be credited to the Employer except as otherwise provided in Exhibit B. The
Employer shall hold BCBSF and the Designated Agent harmless for any such payment not
recovered.
(6) Benefit Determination: The determination of the extent of the benefit to which any claimant
is entitled under the Plan shall initially rest with BCBSF or the Designated Agent. BCBSF
shall have no liability for alleged misinterpretations of the Plan of Benefits. In the event of
a conflict between the Benefit Detail Report and the Plan of Benefits, the Benefit Detail
Report shall control.
(7) Determination of Eligibility: every member designated by the Employer to the Designated
Agent shall be eligible for coverage.
(8) Enrollment: the Designated Agent will enroll and maintain enrollment for members.
Benefits will be paid pursuant to records supplied by Employer.
(9) Recovery Services:
(a) If BCBSF becomes aware of a potential recovery made under the Plan of Benefits,
BCBSF or its Designated Agent may use its standard recovery processes and
procedures to identify and attempt to recover any such amount(s). These standard
recovery services are included in the Administrative Fee listed in Exhibit B.
Notwithstanding the foregoing, in the event a recovery is made by a Host Plan, such
Host Plan may charge a fee for its recovery services and any such fee shall be
reflected on the Employer's invoice.
(b) BCBSF or its Designated Agent, in its sole discretion, shall settle and resolve any
recoveries pursued under this section II A 9 (b) on any basis it determines is
reasonable including through offset against any amounts owed by Designated Agent
to a member, provider or Employer as applicable (provided that BCBSF or its
Designated Agent may only pursue litigation in accordance with Section II. A. 9 (c),
including payment of less than the entire amount.
(c) Notwithstanding the foregoing, BCBSF is not required to initiate court proceedings to
comply with Section II, A. 9 (a) and (b). However, if BCBSF determines that litigation
is necessary to recover the amount at issue, BCBSF or its Designated Agent will notify
Employer, and Employer will be solely responsible for the decision to pursue litigation
and funding all litigation costs and expenses, including attorney's fees.
(d) In addition to the standard recovery services provided pursuant to Section II A.
BCBSF or its Designated Agent offers additional recovery service options for
additional fees. If Employer selects an option, the Enhanced Recovery Fee will be
specified in the Exhibit B.
(e) Any Coordination of Benefits refunds or third -party liability amounts received or
recovered by Employer's Plan (including any amounts received as a result of any
subrogation action by Employer or by BCBSF on behalf of the Plan) shall be used to
reimburse BCBSF for any amount that it may have paid or become liable to pay
Employer under the Stop -Loss Insurance. Thereafter, any remaining coordination of
Benefits refunds or third -party liability amounts will be credited to Employer.
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(10) Coordination of Benefits: Except for the standard processes that BCBSF has in place for
questioning members regarding other health coverage (which may be subject to change from
time to time, but which currently includes sending out a questionnaire to the member when
BCBSF deems appropriate), BCBSF shall not be required to determine the existence of any
other employee welfare benefit plan or amount of benefits payable under any such other
employee welfare benefit plan. The payment of Benefits will only be affected by the
benefits that would be payable under any other employee welfare benefit plan and only to
the extent that BCBSF receives written information relative to such other employee welfare
benefit plans.
(11) Account Management: BCBSF shall provide account management services including
account transition, implementation and the relationship management and issue resolution
for the Employer and its designated consulting firm.
(12) Customer Service: BCBSF shall provide customer service administration including
providing a toll-free telephone line.
(13) Identification Cards ("ID cards"): BCBSF shall provide standard ID cards to persons
participating under the Plan. At Employer's expense, Employer may (within guidelines)
personalize the standard cards furnished by BCBSF. BCBSF reserves the right to charge
for reissuing identification cards as a result of an independent action caused by Employer.
At Employer's request, BCBSF will mail cards directly to members.
(14) Plan of Benefits:
a. BCBSF shall prepare and deliver to the Employer, for the distribution to persons who
are participating or eligible to participate in the Plan, the Plan of Benefits which will
describe the benefits and such other conditions of the Plan as are agreed to by BCBSF
and the Employer.
b. The Plan of Benefits means the attached document and is the document attached as
Exhibit A, which is not the Summary Plan Description as defined by applicable law,
unless so designated by the Employer or Plan Administrator, and which describes the
terms and benefits to be provided to members. Revision of the Plan of Benefits shall
be prepared whenever required by revisions in the Plan under this Agreement. The
Plan of Benefits include the Schedule of Benefits and all endorsements, amendments,
riders or addenda and Employer agrees that the Plan of Benefits will at a minimum be
incorporated as Part of the Employer's Group Health Plan.
c. The Summary Plan Description is a document, as required by ERISA, which is
prepared by the Employer, Plan Administrator or their designee, and which, among
other things, describes the eligibility requirements for participation in the Plan, the
benefits to be administered by BCBSF, identification of fiduciaries, and information
on members' rights. The preparation and distribution of the SPD remain solely the
responsibility of the Employer.
d. Employer is responsible for: (i) reviewing the Plan of Benefits, (ii) determining
whether the Plan of Benefits meets all of Employer's legal and business obligations
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(and advising BCBSF of any necessary revisions) and (iii) distributing the Plan of
Benefits to members.
(15) Web Portal: BCBSF shall provide maintenance of a Web site providing Plan information
for employees and their dependents including information on providers participating in the
preferred provider organization networks.
(16) Consultation Services: BCBSF shall provide consultation services to Employer on benefit
plan development and overall Plan administration.
(17) Reporting:
a. Upon request of the Employer and receipt of any required information, BCBSF will
prepare a report of the cost of any proposed modification or extension of the
Employer's Plan. In connection therewith, BCBSF will notify the Employer of any
changes in Exhibit B under this Agreement which would be required if the Plan under
the Agreement were so modified or extended.
b. Upon request of the Employer, BCBSF will prepare the following standard reports:
1. An analysis of Benefit costs for the immediately preceding term of the Agreement,
2. Annual data required for federal disclosure reporting.
3. Each of BCBSF's "standard" quarterly reports that Employer requests.
c. Additional reports may be available upon Employer's reasonable request for an
additional fee and Employer shall reimburse BCBSF for any and all costs (including
internal and out of pocket costs) incurred by BCBSF in providing any non-standard
data and reports not expressly included under this Section II.
(18) Payment of Benefits: If BCBSF or its Designated Agent determines that benefits are
payable, but the provider does not participate in the participating or contracting provider
network, BCBSF or its Designated Agent may (in BCBSF's or its Designated Agent's sole
discretion, or as required by law) make payment to the member or to the provider. No one
may assign a member's right to the payment of benefits without BCBSF's or its Designated
Agent's express written consent
(19) Consolidated Appropriations Act (CAA) Rx Reporting Requirements - On an annual basis,
BCBSF will submit prescription drug and health care spending (RxDC) reports required
under the CAA on behalf of Employer, at no cost, for reportable items and services
administered by BCBSF. Employer must notify BCBSF in writing, by no later than 30
days from the initial group outreach following the reference year at issue if and to the extent
that Employer contracts with or otherwise utilizes a third party to complete such reporting.
If Employer provides, or arranges for a third party to provide, BCBSF with data for items
and services that are not administered by BCBSF (such as pharmacy data for coverage that
is administered or insured by a third -party pharmacy benefits manager), and requests that
BCBSF include such data in its reporting for Employer, Employer shall be solely liable for
the accuracy and completeness of such data.
For RxDC reports required under the CAA, by no later than 30 days from the initial group
outreach following the reference year at issue Employer will supply BCBSF with any
12
claims costs, premiums (including for any stop -loss coverage), or fees from other vendors
for any coverage to be reported by BCBSF. Alternatively, Employer may supply BCBSF,
by no later than 30 days from the initial group outreach following the reference year at
issue, with the COBRA applicable premium amount (less the 2% administrative fee, if
applicable) for the coverage to be reported by BCBSF. Employer also must include, in the
information supplied to BCBSF pursuant to this paragraph, the average monthly premium
(or premium equivalent) amount that Employer paid or will pay toward the coverage on
behalf of members (including dependents) for the reference year.
(20) E -Verify
BCBSF is registered with and will use the Department of Homeland Security's E -Verify
system (www.e-verify.gov) to confirm the employment eligibility of all newly hired
employees for the duration of this agreement, as required by Section 448.095, F.S.
BCBSF is also responsible for obtaining an affidavit from all subcontractors utilized in
the fulfillment of this agreement, as required in Section 448.095(5)(b), F.S., stating the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien.
B. Records: BCBSF shall maintain such records as are needed to perform the services set forth
in this Agreement and shall ensure that their Designated Agent shall maintain claim records
and such other records as are needed to perform such services.
C. Information: BCBSFL shall be entitled to rely on any information provided to it by Employer;
shall base certain eligibility, coverage and other determinations in the performance of its
responsibilities under this Agreement in reliance on the information so provided; and shall not
be required to confirm or verify the accuracy, authenticity or completeness of any information
so provided. BCBSF's only obligation hereunder shall be to compile such information
accurately and to utilize such information in performing its responsibilities under this
Agreement.
D. Third Party Liability (Subrogation/Reimbursement/Workers' Compensation/Class Action
and Other Group Litigation):
(1) Subrogation/Reimbursement/Workers' Compensation
If BCBSF or its Designated Agent becomes aware of a subrogation, reimbursement or
workers' compensation claim (hereinafter collectively referred to as "subrogation"),
BCBSF or its Designated Agent shall use its standard processes and procedures to attempt
to recover the subrogation claim. BCBSF or its Designated Agent shall charge an additional
fee based on a percentage of the subrogation amount recovered (hereinafter the
"Subrogation Fee"). The Subrogation Fee is listed on Exhibit B and is not included in the
Administrative Charge or any other fee described herein. BCBSF or its Designated Agent,
in its sole discretion, shall settle and resolve all such claims on any basis it determines as
reasonable, including collection of less than the entire amount of such claim and
contributions to the member's attorney's fees. BCBSF or its Designated Agent is not
required to initiate court proceedings to comply with this Section II. D. In the event BCBSF
or its Designated Agent determines litigation is necessary to recover a subrogation or
workers' compensation claim, BCBSF or its Designated Agent will notify Employer, and
Employer will be solely responsible for the decision to pursue litigation and funding all
litigation costs and expenses, including attorney's fees.
13
(2) Class Action /Mass Tort/Other Group Litigation
As a part of BCBSF's subrogation services (and Subrogation Fee as listed above), BCBSF
will use reasonable collection efforts to identify claims that may be included in class action,
mass tort and other litigation, of which BCBSF has knowledge, including but not by way
of limitation, drug manufacturer, product liability and anti-trust litigation. BCBSF may, in
its sole discretion, participate in such cases on behalf of Employer. Due to the nature of
these class action and mass tort cases, Employer agrees BCBSF, in its sole discretion, shall
settle and resolve all such claims on any basis it determines as reasonable, including
collection of less than the entire amount of such claim. BCBSF may engage a contractor
to perform the duties under this provision. If so, BCBSF shall charge a fee based on a
percentage of the amount recovered (hereinafter the "Group Litigation Fee"). The Group
Litigation Fee is listed in Exhibit B (if applicable) and is not included in the Administrative
Charge or any other fee described herein.
(3) Termination of Agreement
In the event of termination of this Agreement, in whole or in part, BCBSF or its Designated
Agent shall continue to work as outlined above all third party liability cases within its
possession as well as any additional cases identified by BCBSF or its Designated Agent
with dates of services incurred prior to the date of termination. The fees charged for the
third -party liability services will be at the rate listed in Exhibit B at the time of termination
for such third -party liability services.
Section III: Financial Obligations
A. In exchange for the obligations undertaken by BCBSF in this Agreement, Employer agrees to
pay BCBSF fees in the amounts and in the manner specified in Exhibit B, which is attached
and incorporated herein ("Administrative Fees"). The parties agree that Administrative Fees
may be amended from time to time by the mutual agreement of the parties hereto, and that
any such amendments will be signed, dated and made a part of this Agreement.
B. BCBSF may change the Administrative Fees set forth in Exhibit B as of any date on or after
the first anniversary of the Agreement's Effective Date. If such a change is in connection
with a modification of the Plan, it will become effective on the effective date of the
modification. If such change is not in connection with a modification of the Plan, it will
become effective on the date specified, provided BCBSF has given written notice of the
change at least sixty (60) days prior thereto, and unless the Employer has notified BCBSF in
writing at least thirty (30) days prior to the effective date of the applicable change in
Administrative Fees of its intention to terminate this Agreement in conformity with Section
IV. C (5) below. However, in the event there is a ten percent (10%) increase or decrease in
enrollment or projected enrollment (number of lives covered by BCBSF under the Employer's
benefit program) BCBSF reserves the right to revise Administrative Fees.
C. In addition to the Administration Fees set forth in Exhibit B, the Employer shall reimburse
BCBSF for the amount of any taxes, or other charges or fees in connection therewith, assessed
against BCBSF with respect to any benefit payments made under the Plan.
14
Section IV: Term and Termination of Agreement
A. This Agreement shall remain in effect from the Effective Date until the date that a successor
agreement between the Parties takes effect unless this Agreement is otherwise terminated in
accordance with this Section IV. Either party may give notice of its intention to terminate this
Agreement by providing written notice at least thirty (30) days prior to the anniversary of the
Effective Date, and such termination shall be effective on the anniversary of the Effective
Date. The effective date and duration period of any fees under this Agreement are listed on
Exhibit B.
B. At least thirty (30) days prior to the anniversary of the Effective Date, BCBSF shall provide
Employer with revised Administrative Charges for the next benefit year.
C. This Agreement shall terminate at the expiration of the day prior to any anniversary of its
Effective Date if BCBSF or the Employer has given at least thirty (30) days prior written notice
to the other of its intention to terminate this Agreement on that anniversary date. Furthermore,
this Agreement shall terminate upon the first to occur of the following:
(1) The expiration of thirty-one (31) days after written notice has been given by BCBSF or
the Employer of the other's breach of material obligations under this Agreement;
provided such breach has not been cured within such thirty-one (31) day period;
(2) The date specified in a written notice given by BCBSF to the Employer of its intent to
terminate this Agreement because of the Employer's failure to remit claims payment or
Administrative Fees for services, as set forth in Exhibit B;
(3) Termination of the Plan;
(4) Modification of the Plan, but such modification of the Plan shall not operate to
terminate this Agreement (a) if this Agreement is changed to make such modified plan
the Plan under this Agreement, or (b) while this Agreement is being continued, by
mutual agreement between BCBSF and the Employer, provide that such modification
shall not apply to this Agreement during such continuation;
(5) Either BCBSF or Employer may terminate this Agreement at any time upon ninety (90)
days written notice to the others;
(6) If any law or regulation is enacted which prohibits the continuance of this Agreement or
any existing law or regulation is interpreted to so prohibit the continuance of this
Agreement, the Agreement shall terminate automatically on the effective date of such
law, regulation, or interpretation. BCBSF shall reasonably make the determination of
the effect and effective date of any such law, regulation, or interpretation.
D. Either party may give notice of its intention to terminate this Agreement by providing written
notice at least thirty (30) days prior to the anniversary of the Effective Date, and such
termination shall be effective upon expiration of the Initial or Renewal Term, as applicable.
E. In the event of expiration or termination of this Agreement, BCBSF will continue to process
claims incurred prior to, but received after, the expiration or termination of this Agreement,
unless the Employer notified BCBSF in writing at the time of such termination that such
services are not required. The administration of the processing of run out claims by BCBSF
15
following the expiration or termination of this Agreement will be subject to the Employer's
continued funding of claims payment. "Run out claims" refers to those claims incurred for
services performed prior to the termination of this Agreement, but not yet paid and/or not
submitted for payment to BCBSF prior to the termination of this Agreement. There is a
separate and distinct Administrative Fee for BCBSF providing administrative services to pay
run out claims. This is set out in Exhibit B.
Section V: Miscellaneous Provisions
A. It is understood that the Employer retains all final authority and responsibility for the Plan and
its operation including, but not limited to, the benefits structure of the Plan, claims payment
decisions, medical management decisions, compliance with the requirements of the COBRA,
compliance with the requirements of ERISA, compliance with the requirements of HIPAA
(Health Insurance Portability Administration Act of 1996), and compliance with any other state
and federal law or regulation applicable to the Employer or the administration of the Plan and
that BCBSF is empowered to act on behalf of the Employer in connection with the Plan only
as expressly stated in this Agreement or as mutually agreed to in writing by BCBSF and the
Employer.
B. The Employer agrees to defend, indemnify and hold harmless BCBSF and its Designated
Agent, from any and all claims, lawsuits, settlements, judgments, costs, penalties, liabilities
and expenses, including reasonable attorneys' fees (for attorneys chosen by BCBSF), resulting
from or arising out of, based on or in connection with any third party claim relating to this
Agreement or Employer's Group Health Plan or the Plan, unless it is determined that the
liability therefore was the direct consequence of criminal conduct, fraud, or willful misconduct
on the part of BCBSF and its Designated Agent. Employer agrees to hold harmless and
indemnify BCBSF and its Designated Agent for any penalties fees or costs incurred in
connection with an alleged or actual failure by the Employer to qualify as grandfathered.
BCBSF has no liability under Employer's Group Health Plan for Claims Amounts. Employer
is, at all times, liable for the Claims Amounts (subject to any BCBSF obligations under the
Stop -Loss Insurance Addendum if Employer has obtained Stop -Loss Insurance through
BCBSF or a BCBSF affiliate), even where BCBSF is otherwise liable to Employer for
indemnification under this Section (and BCBSF's liability under this Section shall be limited
to amounts in excess of Claims Amounts). Employer agrees to hold BCBSF harmless for any
claims amounts that are not reimbursed by any Stop -Loss Insurance carrier that is not affiliated
with BCBSF. Employer's obligations are only to the limits set forth in section 768.28, Florida
Statutes as of the time of the Effective Date of this Agreement.
BCBSF agrees to indemnify and hold harmless Employer from any and all claims, lawsuits,
settlements, judgments, costs, penalties, liabilities and expenses, including reasonable
attorney's fees (for attorneys chosen by Employer), arising out of or related to the Plan or this
Agreement, but only if resulting from BCBSF's and its Designated Agent's criminal conduct,
fraud, or willful misconduct.
C. Any of the functions to be performed by BCBSF under this Agreement may be performed by
BCBSF or their Designated Agent or any of their respective subsidiaries or affiliates, and any
reference in Section V. B. to BCBSF, their Designated Agent, and/or their directors, officers
and employees shall also include such an affiliate or subsidiary, their directors, officers or
employees.
16
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
by BCBSF in connection with the audit. Audits during the run -out period will also be subject
to cost. The parties agree that Employer will not hire a third party to conduct a contingent fee
audit, where the third party's compensation is based on a percentage of errors (whether
characterized as "savings", or "uncovered recoveries" or otherwise) discovered by such third
party. BCBSF will not pay any amounts based on audit results. Should Employer contract
with a third party to perform such contingent fee audit, BCBSF has no obligation under the
terms of this Agreement to cooperate with said third party in the conduct of such contingent
fee audit.
J. BCBSF is acting as an independent contractor. Except as otherwise provided in Article IV,
Employer agrees that BCBSF (and its subcontractors, as applicable) is acting only in a
ministerial capacity and is not and shall not be designated or deemed a Plan Administrator,
Plan Sponsor or fiduciary of any kind with respect to the Plan of Benefits for the purposes of
any applicable federal or state law.
K. Employer understands and agrees that BCBSF will rely on any beneficiary contact information
supplied by Employer to perform BCBSF's business functions as being accurate and able to
be used by BCBSF or its subcontractors or vendors for services under this Agreement or as
otherwise requested by Employer. Consequently, Employer agrees to the following:
1. Prior to supplying any contact information on the members of its plan, Employer is
exclusively responsible for securing any written or other consents or authorizations
that may be necessary for BCBSF or its subcontractors or vendors to perform
services under this Agreement or as otherwise requested by Employer;
2. Employer is responsible for immediately communicating to BCBSF in writing any
changes in such consents or authorizations that may impact BCBSF's use of the
contact information supplied; and,
3. BCBSF is not responsible or liable for any losses resulting in any way from failure
to contact individual members during periods when the members' consents or
authorization to use the contact information has been revoked. Employer
understands that, among other things, these obligations include all consents or
authorizations, if any, that may be required under the Telephone Consumer
Protection Act and the CAN -SPAM Act. Employer likewise understands that these
laws may require any such consents or authorizations to be specific to the uses
contemplated, to be in writing, and to specifically mention BCBSF and its
subcontractors and vendors.
L. Employer, on behalf of itself and its members, acknowledges and agrees that Employer and
BCBSF have not entered into a partnership, joint venture or other joint enterprise for the purpose
of providing the Services.
M. Each party is the sole and exclusive owner of its own name, logos, symbols, trademarks, trade
names and service marks (hereinafter Marks). Except as otherwise provided herein and/or in
order to perform its obligations under this Agreement, neither party will use the other party's
Marks without first obtaining the other party's prior written consent.
18
N. Neither party shall advertise or publicize in any newspaper or periodical any of the transactions
contemplated by this Agreement using the other party's name without the prior written consent
of the other party which may be withheld in the party's sole discretion, provided that BCBSSC
may reference Employer as a customer in marketing materials used by BCBSSC in the course
of its business operations. Furthermore, neither party shall be restrained; after consultation
with the other party, from making such disclosure as it shall be advised by counsel, is required
by law or by the applicable regulations of any regulatory body.
O. Any notice required to be given pursuant to this Agreement shall be in writing, postage prepaid,
and shall be sent by certified or registered mail, return receipt requested, or by a nationally
recognized overnight mail delivery carrier for which evidence of delivery is obtained by the
sender, to the parties at the addresses below, or such other addresses that the parties may hereafter
designate. The notice shall be effective on the date the notice was received.
To: Blue Cross Blue Shield of Florida
4800 Deerwood Campus Parkway
Jacksonville, FL 32246
Attention: Vice President, Sales
To: Employer Name: Indian River Board of County Commissioners
Address: 1800 27h St,
Vero Beach, FL 32960
Attention: Suzanne Boyll
Title: HR Director
P. This Agreement, including the Exhibits attached hereto, is intended to set forth 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; notwithstanding, the fully executed Agreements entered into by the parties prior
to this Agreement shall remain in effect only for those claims incurred prior to the Effective Date
of this Agreement.
Q. Headings used in this Agreement are for reference purposes only and shall not be used to
modify the meaning of the terms and conditions of this Agreement.
R. If any provision of this Agreement is in conflict with any statute or rule of law or may be
determined by a court of competent jurisdiction to be illegal or unenforceable, then such
provision will be deemed inoperative to the extent that it may conflict therewith or be illegal
or unenforceable, and each provision not so affected will be enforced to the full extent provided
by law.
S. If either Party becomes unable to perform any or all of their obligations under this Agreement
because of or caused by (in whole or in part) any act of God, including without limitation
storms, floods, earthquakes, ice storms, blizzards, natural disasters, actions or decrees of
governmental bodies, damage to or breakdown of equipment, destruction of equipment,
interruption of public utility services (such as power, heat, or telecommunications), or any
other cause or condition whether similar or dissimilar to the foregoing beyond such Party's
reasonable control (any of which is hereafter referred to as a "Force Majeure Event"), then the
Party suffering the Force Majeure Event shall give the other Party notice of such Force Majeure
19
Event, and diligently pursue restoration of the ability to perform hereunder. Any such Force
Majeure Event shall excuse the affected Party's performance of this Agreement for the duration
of the Force Majeure Event as well as the period of time that is required to recover from such
event. However, excuse under a Force Majeure Event is only available with respect to events
that are not within a Party's control and that cannot be reasonably anticipated and appropriately
planned for in advance. Items within a Party's control shall include, but not be limited to,
reasonable staffing assumptions and prudent contingency planning. Notwithstanding the
forgoing, neither party shall be excused for payment obligations for more than a, ten (10) day
period, notwithstanding the continuation of a Force Majeure Event.
T. Employer and Plan Administrator acknowledge and agree that BCBSF shall serve as a
"Business Associate" of the Plan (as that term is defined in 45 C.F.R. § 160.501). Accordingly,
Employer shall, for and on behalf of the Plan, agree to and execute a "Business Associate
Addendum" (Exhibit C) to this Agreement. Employer and Plan Administrator further
acknowledge and agree that this Agreement along with the Business Associate Addendum
shall thereafter govern BCBSF's obligations regarding the use and disclosure of "Protected
Health Information" (as that term is defined in 45 C.F.R. § 160.103 when performing the
functions delegated herein.
BCBSF is permitted to disclose PHI related to Employer and members, upon Employer's
written request in a form and manner acceptable to BCBSF, to a third -party vendor or
contractor of Employer (hereinafter "Recipient"). Employer hereby represents and warrants as
follows:
1. At the time of the requested disclosure, Recipient will be Employer's "Business
Associate," as that term is defined by HIPAA, and will have in effect a valid
Business Associate Agreement with Employer that complies with all applicable
laws, including but not limited to HIPAA. No separate or additional Agreement
between Recipient and BCBSF shall be necessary to effectuate the requested
disclosure.
2. The Business Associate Agreement between Employer and Recipient prohibits
Recipient from using, accessing, releasing, or disclosing any information obtained
pursuant to this Section U (2) in any manner that is not permitted by applicable law.
3. Recipient will use all information obtained pursuant to this Section U (3)
exclusively for its intended Group Health Plan purpose(s), in accordance with
applicable law, and unless prohibited by applicable law, will destroy or return to
BCBSF any and all such information as soon as reasonably practicable after it is no
longer needed for such purpose(s).
4. Employer, and not BCBSF, is responsible for ensuring, and hereby certifies, that
(1) any requested disclosure pursuant to this Section U (4) complies with all
applicable laws, including but not limited to HIPAA and the regulations at 42
C.F.R. Part 2, and (2) Recipient shall comply with all applicable provisions of this
Section U (4) and the Business Associate Agreement between Employer and
Recipient. Employer agrees that it will indemnify and hold BCBSF harmless from
any consequences from such disclosure. Such indemnification is only to the limits
set forth in section 768.28, Florida Statutes as of the time of the Effective Date of
this Agreement.
5. Recipient has contractually agreed, in the Business Associate Agreement between
20
Employer and Recipient or otherwise, to treat any information disclosed pursuant
to this Section U (5) as Confidential Information, and to be bound by terms at least
as protective as those applicable to Employer under section with regard to such
information. Employer will be responsible for any failure by Recipient to comply
with such terms.
6. ANY INFORMATION THAT BCBSF DISCLOSES PURSUANT TO THIS
SECTION U SHALL BE PROVIDED "AS IS." BCBSF MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER OF ACCURACY,
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
INFRINGEMENT, OR OTHERWISE, NOR AS TO WHETHER THE
DISCLOSURE OR RECIPIENT'S FURTHER ACTUAL OR ANTICIPATED
USE, ACCESS, RELEASE, OR DISCLOSURE OF SUCH INFORMATION
COMPLIES WITH APPLICABLE LAW. THE BUSINESS ASSOCIATE
AGREEMENT BETWEEN RECIPIENT AND EMPLOYER, EMPLOYER'S
NOTICE OF PRIVACY PRACTICES, OR THE GOVERNING GROUP
HEALTH PLAN DOCUMENTS.
U. The Employer on behalf of itself and its participants hereby expressly acknowledges its
understanding that this Agreement constitutes a contract solely between the Employer and
BCBSF, that BCBSF is an independent corporation operating under a license with the Blue
Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield
Plans (the "Association") permitting BCBSF to use the Blue Cross and Blue Shield service
mark in the State of Florida, and that BCBSF is not contracting as the agent of the Association.
V. BCBSF is acting as an independent contractor. Except as otherwise provided in Article IV,
Employer agrees that BCBSF (and its subcontractors, as applicable) is acting only in a
ministerial capacity and is not and shall not be designated or deemed a Plan Administrator,
Plan Sponsor or fiduciary of any kind with respect to the Plan of Benefits for the purposes of
any applicable federal or state law.
W. The Employer further acknowledges and agrees that it has not entered into this Agreement
based upon representations by any person other than BCBSF and that no person, entity or
organization other than BCBSF shall be held accountable or liable to the Employer for any of
BCBSF's or it's Designated Agent obligations to the Employer created under this Agreement.
This paragraph should not create any additional obligations whatsoever on the part of BCBSF
other than those obligations created under other provisions of the Agreement.
X. The defense of any legal action instituted on a claim for benefits under the Plan shall not be
an obligation of BCBSF or its Designated Agents. Rather, such defense shall be the
obligation of the Employer. However, BCBSF and its Designated Agents shall cooperate
with the Employer by furnishing such evidence as it has available in connection with the
defense of any such action.
Y. In all events, Employer shall be liable for the full amount of any benefits paid as a result of
plan benefits litigation. In no event shall BCBSF or its Designated Agents be liable for any
amount of benefits paid as a result of plan benefits litigation.
21
Z. By entering into this Agreement, the parties waive any right to jury trial and any right to
maintain claims arising out of this Agreement as a class action. The parties agree that a single
judge sitting as finder of fact and law will determine any claims arising out of this Agreement.
AA. Employer may accept the terms and provisions of the Agreement either by returning a signed
copy of this Agreement to BCBSF or by making any of the required payments to BCBSF.
Such acceptance renders all terms and provisions stated in this Agreement binding on BCBSF
and Employer.
BB. BCBSF certifies that it and those related entities of BCBSF as defined by Florida law are not
on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the
Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for
goods or services of one million dollars or more, BCBSF certifies that it and those related
entities of BCBSF as defined by Florida law are not on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria. Employer may terminate this Agreement if
BCBSF is found to have submitted a false certification as provided under section 287.135(5),
Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been
engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida
Statutes. Employer may terminate this Agreement if BCBSF, including all wholly owned
subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of
making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel
List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
22
EXHIBIT 3— DISCLOSURE OF PROTECTED HEALTH INFORMATION
FOR PLAN ADMINISTRATION
BlueCross and BlueShield of Florida, Inc. and Indian River County
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 Administrator:
Suzanne Boyll, HR Director
Shelia O'Sullivan, HR Generalist
Ed Halsey, Internal Audit
Raeanne Cone, Assistant Chief Deputy Comptroller
Marcela Pacheco-Hoel, Benefits Administrator
Elissa Nagy, Chief Deputy Comptroller
Suzann Minuse, Payroll Coordinator
Kristen Daniels, Director of Management and Budget
for the performance of the following plan administration functions for GHP unless otherwise indicated by GHP:
• Actuarial and statistical analysis
• Claims/membership inquiries
• Procurement of reinsurance or stop loss coverage
• Quality assessment and improvement activities
• Performance monitoring
• Other health care operations
• Payment activities
PART II
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 consultants; 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 Performed
(Example: stop -loss carrier,
reinsurer, agent, broker
Name of Individual Performing
Service
Title of Individual Performing
Service
Lockton
Broker
Emily Jackson
Account Executive
Lockton
Broker
Amanda Ismaili
Account Manager
Lockton
Broker
Cassidy Buck
Account Analyst
Lockton
Broker
Rachel Hargrove
Senior Account Executive, Clinical Consultant
Lockton
Broker
Elizabeth Kri as
Account Executive, Clinical Consultant
Lockton
Broker
Carolyn Micali
Health Risk Solution Consultant
Lockton
Broker
Tressa Chretien
Pharmacy Benefits Consultant
Lockton
Broker
Dennis Dulaney
VP, Actuary
Lockton
Broker
SL Reporting
stoplossreporting@lockton.com
Lockton
Broker
SL Support
stoploss@lockton.com
Lockton
Broker
Jonathan Bruemmer
Senior Claims Analyst(stop loss
Infolock
Data/Analytics Vendor
om data@Sciohealthanalytics.c
Analytical Mailbox
Infolock
Data/Analytics Vendor
infolock@lockton.com
Analytical Mailbox
Infolock
Data/Analytics Vendor
Courtney Hutton
Data Coordinator
Rx Benefits
PBM Consultant
Donna Buzhardt
Account Executive
Rx Benefits
PBM Consultant
Latanya Edwards
Account Manager
PART III
GHP affirms that all authorization forms that may be required from GHP's participants authorizing the use
and/or release of protected or other confidential personal health information by BlueCross and BlueShield of
Florida or its Designated Agent in order to perform its obligations under the Agreement have been obtained.
To be signed and dated by a representative of the GHP who has the authority to sign contracts.
_Suzanne M. Boyll
Print Name
Signatu e
Human Resources Director
Title
a/a
Date updated and signed
IN WITNESS WHEREOF, BCBSF and the Employer have caused this Agreement to be executed
in duplicate by their respective officers duly authorized to do so.
Indian River Board of County BLUE CROSS AND BLUE SHIELD
Commissioners .•••"""""'..
('0MA4,,*%.1OF FLORIDA INC.
•'J��� boy
;c9
BY• I3Yt «�
Sus Adams, Chairman �o r ? ..1, :
odAME: Carlton Hobgood
BY: FR coucar;.E: .
John A. Titkani h, Jr., County Administrator TITLE: VP Sales
Approve as to fo an Suf 1 cy: DATE: February 19.2024
BY.
William K. DeBraal, ounty Attorney
Ryan L.,Bu'Cler, Clerk of tie Circuit Court and Comptroller
Attest: / (✓� L9 l lCt
Deputy erk
(SEAL)
DATE:
23
IWIN :ii:1
Plan of Benefits
24
EXHIBIT B
Financial Arrangement
It is mutually understood and agreed that Exhibit B of the Administrative Services Agreement
between BCBSF and the Employer becomes a part of said Agreement for the period beginning
10/1/2023and ending on 9/30/2026 with all other terms of said Agreement remaining in full force
and effect. This Exhibit applies to the method of payment for services for all benefits payable
under this Agreement.
I. While this Agreement is in effect services will be furnished in connection with the Plan
including claims processing and payments of the amount due with respect to claims incurred
on or after 10/1/2023, that qualify under the Employer's Plan. The Designated Agent shall
be fully reimbursed for the payment of such claims by the Employer as specified in this
Exhibit.
II. The Administrative Fees applicable to this Agreement include a base Administrative Fee
and Administrative Fees for other services as described in Sections A and B directly below.
A. The base Administrative Fees are as follows for the Employer's Plan.
Year 1: $46.74 per employee per month
Year 2: $48.14 per employee per month
Year 3: $48.14 per employee per month
B. In addition to the base Administrative Fee, the charges for the listed additional
services will be as stated below. These charges, together with the base
Administrative Fee will be called the "Administrative Fees" under this Agreement.
Charges listed in this paragraph II. B. apply for three years and may change for
subsequent years.
Radiology Management IA
No Additional
Fee
Stop Loss Packets to non -Blue vendors
No Additional
Fee
Teladoc General Medical (claims costs also apply)
No Additional
Fee
Teladoc Dermatology (claims costs also apply)
No Additional
Fee
Additional Fees:
Coordination of Benefits Recovery
30% of recovered amount
Retroactive Termination Recoveries
30% of recovered amount
25
Subrogation Services (Threshold $1,000) 30% of recovered amount
Access fees of up to 2.02% of Network Savings for PPO provider claims and 3.79% of
Network savings for Traditional provider claims may be assessed for claims incurred in
states under the B1ueCard program as explained in more detail under Section XII 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 which is the
geographic area 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 of 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 BCBSF and covered individuals under Employer's Plan for claims
submitted to, and paid by BCBSF 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. The Allowed Amount for Emergency
Services provided by Non -Participating or Non -Contracting Providers will pay in
accordance with the definition of Maximum Payment in the Plan of Benefits.
C. The base Administrative Fee is guaranteed through 9/30/2026, however, BCBSF may:
(1) Revise the base Administrative Fee, upon thirty (30) days' notice prior to the first
anniversary of the Effective Date;
(2) Revise the base Administrative Fee, at any time, if any change in law or regulation
or interpretation of law or regulation by Federal, State or Local governmental
agency or entity imposes greater material duties, obligations or costs on the
Designated Agent and/or BCBSF than contemplated by this Agreement;
In addition, the Employer shall assume the liability for any tax, assessment or cost
based upon the existence of the Employer's Plan, including all fines, penalties,
losses, damages, costs, expenses, attorneys' fees and court costs incurred in
connection with any assessment. Furthermore, if BCBSF shall pay, pursuant to the
demand of an appropriate official of any state, any tax, assessments or costs based
on the amounts paid into or from the Plan, the Employer shall reimburse BCBSF,
upon demand, the full amount of such taxes, assessments or costs paid together with
the additional amounts specified in connection with such assessment, including any
26
interest added thereto and paid by BCBSF. The Employer agrees to recognize and
abide by BCBSF's disposition of such demands for the payment of any taxes,
assessments or costs whether paid, compromised, settled or litigated.
(3) Revise the base Administrative Fee as of the effective date of a modification of the
Plan that imposes greater duties, obligations or costs on BCBSF and/or its
Designated Agent than contemplated by this Agreement.
(4) BCBSF will provide employer an annual wellness fund of $50,000.
III. The Employer agrees to remit its payment for the monthly Administrative Fees within
fifteen (15) days after the receipt of an invoice. Late charges will be assessed on late
payments, at the option of BCBSF, as described herein and as called for in Section VII of
this Agreement. Late charges will begin to accrue on the day following the applicable due
date.
IV. Require pre -funding of claims payments based on adjudicated but unpaid Claims Amounts
as described below;
On Tuesday morning of each week after notice, an invoice for the Claims Amount will be
available on the billing website. The invoice shall generally reflect, with respect to health
care claims payable under the Plan of Benefits, claims that BCBSF has processed and
approved for payment, but for which payment has not been issued ("Adjudicated Claims")
and appropriate adjustments. The Employer will pay or cause to be paid the amount of the
invoice no later than close of business on the same day that the invoice is issued; Upon
receipt by BCBSF of proof of timely payment, BCBSF will provide for payment of the
Adjudicated Claims. Late charges may be assessed on late payments. The Late charges will
begin to accrue with respect to an unpaid invoice on the day following the day that an
invoice is issued; BCBSF retains the right to suspend payment of claims immediately in the
event that payment for the Claims Amount or Administrative Charges are not received as
required herein; and BCBSF will account for adjustments in the estimated Claims Amount
on the following week's invoice. BCBSF will stop paying all member claims or terminate
this Agreement for non-payment. Notwithstanding the foregoing, BCBSF is not required
to exercise any right to offset and may require that the Employer made any and all
payments due under this Agreement.
Claims Amounts are due and payable On Tuesday morning of each week after the Effective
Date (unless such date is a federal holiday, in which case on the immediately following
business day), BCBSF will notify Employer of the Claims Amount. If payment is made by
draft, payment is due by 3:00 p.m. on the same day that Employer receives notice of the
Claims Amount. If payment is made by wire, payment is due by Friday of the same week
that it receives notice of the Claims Amount, provided that, if payment made by wire is not
remitted in compliance with this Section V., BCBSF, in its sole discretion, may require all
payments to be made by draft; and Employer has obtained Stop -Loss Insurance through
BCBSF or a carrier that is affiliated with BCBSF, BCBSF will bill the Stop -Loss Insurance
carrier directly for Claims Amounts that are covered by such Stop -Loss Insurance.
27
V. BCBSF may offset any of Employer's funds held by BCBSF (including any amounts held
as a Deposit or Letter of Credit) against any amounts owed to BCBSF by Employer,
including any amounts which may be owed pursuant to Section V, Item C.
VI. There will be no interest accrued or payable by BCBSF on any funds held pursuant to this
Agreement. However, during the term of this Agreement, should the Employer not make
payment in accordance with the provisions of this Exhibit, amounts due shall be subject to
a late charge of 1.0% per month. The late charge shall be billed separately to the Employer.
The Employer warrants and agrees that the late charge will be paid solely from Employer's
funds and not from the funds of any employee welfare plan or trust.
VII. Employer understands and acknowledges that BCBSF may deny any claims that are
processed while any amount is past due or delinquent under this Agreement.
VIII. In the event of default in reimbursements directly to BCBSF and/or its Designated Agent as
required under the terms of this Agreement, and if such default remains uncured for a period
of thirty (30) days after written notice of such default is provided to Employer, BCBSF shall
have the right to terminate the Agreement. Such right to terminate shall be in addition and
not limitation of any right to terminate under the other provisions of this Agreement.
IX. Employer will make payments to BCBSF required under this Agreement (regardless of
any Stop -Loss Insurance coverage Employer obtained from a carrier other than BCBSF)
that may cover such claims and regardless of the existence of any pending Stop -Loss
Insurance reimbursement that has not been paid to Purchaser.
X. Employer has separately contracted with a Pharmacy Benefit Manager for pharmacy
management services (the "PBM Vendor"). BCBSF shall be entitled to rely on any
information provided to it by Employer's PBM Vendor. BCBSF shall base certain
eligibility coverage and other determinations in the performance of its responsibilities under
this Agreement in reliance on the information so provided; and shall not be required to
confirm or verify the accuracy, authenticity or completeness of any information so provided.
BCBSF shall not be liable for any damages that may result from its reliance on and/or
utilization of inaccurate or incomplete information received from Employer's PBM Vendor.
XI. This Agreement may be terminated or amended pursuant to the provisions of the
Agreement. In the event of such termination, BCBSF's Designated Agent will continue to
pay benefits for claims incurred prior to the date of termination ("Run -out claims") for a
period of twelve months, unless the Employer notifies BCBSF in writing at the time of
such termination that the Employer does not require such services.
Employer shall pay BCBSF for these services as set forth below. The parties agree that
such fees shall not be payable, nor shall such services be provided by BCBSF unless
Employer provides weekly wire funding for the claims.
The Administrative Fees paid to BCBSF for post -termination services under this Agreement
shall be calculated as follows, based upon the Administrative Fees and enrollment in place
at the time of termination: three (3) months per employee per month.
These amounts will be paid to BCBSF by the Employer in the manner mutually agreed to
by both parties at the time of notification of termination. At the end of the twelve (12)
28
month period following such termination and upon receipt by BCBSF of payment in full of
all statements as specified above, BCBSF will refund the advanced deposit, if any.
XII. A. Inter -Plan Arrangements
BCBSF and its Designated Agent have a variety of relationships with other Blue Cross and/or
Blue Shield Licensees referred to generally as "Inter -Plan Arrangements." These Inter -Plan
Arrangements operate under rules and procedures issued by the Blue Cross Blue Shield
Association ("Association"). Whenever members access healthcare services outside the
geographic area BCBSF's Designated Agent serves (i.e. South Carolina), the claim for those
services may be processed through one of these Inter -Plan Arrangements. The Inter -Plan
Arrangements are described generally below.
Typically, when accessing care outside the geographic area BCBSF's Designated Agent
serves (i.e. South Carolina), members obtain care from healthcare providers that have a
contractual agreement ("participating providers") with the local Blue Cross and/or Blue
Shield Licensee in that other geographic area ("Host Blue"). In some instances, members
may obtain care from healthcare providers in the Host Blue geographic area that do not have
a contractual agreement ("nonparticipating providers") with the Host Blue. BCBSF remains
responsible for fulfilling our contractual obligations to Employer. BCBSF's and/or its
Designated Agent's payment practices in both instances are described below. For purposes
of Inter -Plan Arrangements, BCBSF is a Host Blue for services provided within Florida.
This disclosure describes how claims are administered for Inter -Plan Arrangements and the
fees that are charged in connection with Inter -Plan Arrangements. (Note that Dental Care
Benefits, except when not paid as medical claimsibenefits, and those Prescription Drug
Benefits or Vision Care Benefits that may be administered by a third party contracted by
BCBSF and/or its Designated Agent to provide the specific service or services are not
processed through Inter -Plan Arrangements.)
B. B1ueCard® Program
The B1ueCard® Program is an Inter -Plan Arrangement. Under this Arrangement, when
members access covered healthcare services within the geographic area served by a Host Blue,
the Host Blue will be responsible for contracting and handling all interactions with its
participating healthcare providers. The financial terms of the B1ueCard Program are described
generally below.
1. Liability Calculation Method Per Claim — In General
a. Member Liability Calculation
Unless subject to a fixed dollar copayment, the calculation of the member liability on
claims for covered healthcare services will be based on the lower of the participating
provider's billed covered charges or the negotiated price made available to BCBSF
and/or its Designated Agent by the Host Blue.
b. Employer Liability Calculation
The calculation of Employer liability on claims for covered healthcare services
processed through the B1ueCard Program will be based on the negotiated price made
29
available to BCBSF and/or its Designated Agent by the Host Blue (under the contract
between the Host Blue and the provider). Sometimes, this negotiated price may be
greater for a given service or services than the billed charge in accordance with how the
Host Blue has negotiated with its participating healthcare provider(s) for specific
healthcare services. In cases where the negotiated price exceeds the billed charge,
Employer may be liable for the excess amount even when the member's deductible has
not been satisfied. This excess amount reflects an amount that may be necessary to
secure (a) the provider's participation in the network and/or (b) the overall discount
negotiated by the Host Blue. In such a case, the entire contracted price is paid to the
provider, even when the contracted price is greater than the billed charge.
2. Claims Pricing
Host Blues determine a negotiated price, which is reflected in the terms of each Host Blue's
provider contracts. The negotiated price made available to BCBSF and/or its Designated
Agent by the Host Blue may be represented by one of the following:
a. An actual price. An actual price is a negotiated rate of payment in effect at the
time a claim is processed without any other increases or decreases; or
b. An estimated price. An estimated price is a negotiated rate of payment in effect at
the time a claim is processed, reduced or increased by a percentage to take into
account certain payments negotiated with the provider and other claim- and non-
claim related transactions. Such transactions may include, but are not limited to,
anti -fraud and abuse recoveries, provider refunds not applied on a claim specific
basis, retrospective settlements and performance related bonuses or incentives; or
c. An average price. An average price is a percentage of billed covered charges in
effect at the time a claim is processed representing the aggregate payments
negotiated by the Host Blue with all of its healthcare providers or a similar
classification of its providers and other claim- and non -claim related transactions.
Such transactions may include the same ones as noted above for an estimated price.
The Host Blue determines whether it will use an actual, estimated or average price. The use
of estimated or average pricing may result in a difference (positive or negative) between the
price Employer pays on a specific claim and the actual amount the Host Blue pays to the
provider. However, the BlueCard Program requires that the amount paid by the member and
Employer is a final price; no future price adjustment will result in increases or decreases to
the pricing of past claims.
Any positive or negative differences in estimated or average pricing are accounted for
through variance accounts maintained by the Host Blue and are incorporated into future
claim prices. As a result, the amounts charged to Employer will be adjusted in a following
year, as necessary, to account for over- or underestimation of the past years' prices. The
Host Blue will not receive compensation from how the estimated price or average price
methods, described above, are calculated. Because all amounts paid are final, neither
positive variance account amounts (funds available to be paid in the following year), nor
negative variance amounts (the funds needed to be received in the following year), are due
to or from Employer. If Employer terminates, you will not receive a refund or charge from
the variance account.
30
Variance account balances are small amounts relative to the overall paid claims amounts and
will be liquidated over time. The timeframe for their liquidation depends on variables,
including, but not limited to, overall volume/number of claims processed and variance
account balance. Variance account balances may earn interest at the federal funds or similar
rate. Host Blues may retain interest earned on funds held in variance accounts.
3. BlueCard Program Fees and Compensation
Employer understands and agrees to reimburse BCBSF and/or its Designated Agent for
certain fees and compensation which BCBSF is obligated under the BlueCard Program to
pay to the Host Blues, to the Association and/or to vendors of BlueCard Program related
services. The specific BlueCard Program fees and compensation that are charged to
Employer are set forth in this Exhibit B. BlueCard Program Fees and compensation may be
revised from time to time.
Only the BlueCard Program access fee may be charged separately each time a claim is
processed through the BlueCard Program. All other BlueCard Program related fees are
included in the Base Administrative Fee.
The access fee is charged by the Host Blue to BCBSF and/or its Designated Agent for making
its applicable provider network available to Employer's members. The access fee will not
apply to nonparticipating provider claims. The access fee is charged on a per claim basis
and is charged as a percentage of the discount/differential BCBSF and/or its Designated
Agent receives from the applicable Host Blue subject to a maximum of $2,000 per claim.
When charged BCBSF and/or its Designated Agent pass the access fee directly on to
Employer.
Instances may occur in which the claim payment is zero or BCBSF and/or its Designated
Agent pays only a small amount because the amounts eligible for payment were applied to
patient cost sharing (such as a deductible or coinsurance). In these instances, BCBSF and/or
its Designated Agent will pay the Host Blue's access fee and pass it along directly to
Employer as stated above even though Employer paid little or had no claim liability.
A Base Administrative Fee encompasses fees BCBSF and/or its Designated Agent charge to
Employer for administering Employer's benefit plan. They may include both local (within
BCBSF's Designated Agent's service area, i.e. South Carolina) and Inter -Plan fees. For
purposes of this Agreement, they include the following BlueCard Program related fees other
than the BlueCard Program access fee: namely, administrative expense allowance (AEA)
fee, central financial agency fee, ITS transaction fee, toll free number fee, PPO provider
directory fee and Blue Cross Blue Shield Global® Core fees, if applicable.
C. Special Cases: Value -Based Programs
Value -Based Programs Definitions
Accountable Care Organization (ACO): A group of healthcare providers who agree to
deliver coordinated care and meet performance benchmarks for quality and affordability in
order to manage the total cost of care for their member populations.
Global Payment/Total Cost of Care: A payment methodology that is defined at the patient
level and accounts for either all patient care or for a specific group of services delivered to
31
the patient such as outpatient, physician, ancillary, hospital services and prescription drugs.
Patient -Centered Medical Home (PCMH): A model of care in which each patient has an
ongoing relationship with a primary care physician who coordinates a team to take
collective responsibility for patient care and, when appropriate, arranges for care with other
qualified physicians.
Shared Savings: A payment mechanism in which the provider and payer share cost savings
achieved against a target cost budget based upon agreed upon terms and may include
downside risk.
Value -Based Program (VBP): An outcomes -based payment arrangement and/or a
coordinated care model facilitated with one or more local providers that is evaluated
against cost and quality metrics/factors and is reflected in provider payment.
Value -Based Programs Overview
Employer's members may access covered healthcare services from providers that
participate in a Host Blue's Value -Based Program. Value -Based Programs may be
delivered either through the B1ueCard Program or a Negotiated Arrangement. These
Value -Based Programs may include, but are not limited to, Accountable Care
Organizations, Global Payment/Total Cost of Care arrangements, Patient Centered
Medical Homes and Shared Savings arrangements.
Value -Based Programs under the BlueCard Program
Under Value -Based Programs, a Host Blue may pay providers for reaching agreed upon
cost/quality goals in the following ways:
The Host Blue may pass these provider payments to BCBSF and/or its Designated Agent,
which BCBSF and/or its Designated Agent will pass directly on to Employer as either an
amount included in the price of the claim or an amount charged separately in addition to
the claim.
When such amounts are included in the price of the claim, the claim may be billed using
one of the following pricing methods, as determined by the Host Blue:
(i) Actual Pricing: The charge to accounts for Value -Based Programs
incentives/Shared Savings settlements is part of the claim. These charges are
passed to Employer via an enhanced provider fee schedule.
(ii) Supplemental Factor: The charge to accounts for Value -Based Programs
incentives/Shared Savings settlements is a supplemental amount that is included
in the claim as an amount based on a specified supplemental factor (e.g., a small
percentage increase in the claim amount). The supplemental factor may be
adjusted from time to time.
When such amounts are billed separately from the price of the claim, they may be
billed as follows:
• Per Member Per Month (PMPM) Billings: Per member per month billings for
32
Value -Based Programs incentives/Shared Savings settlements to accounts are
outside of the claim system. BCBSF and/or its Designated Agent will pass these
Host Blue charges directly through to Employer as a separately identified amount
on the group billings; or,
Where Host Blues pass on the costs of Value -Based Programs to BCBSF and/or its
Designated Agent as PMPM amounts not attached to specific claims, BCBSF
and/or its Designated Agent may elect to pass these amounts to Employer as a claim
amount.
The amounts used to calculate either the supplemental factors for estimated pricing or
PMPM billings are fixed amounts that are estimated to be necessary to finance the cost
of a particular Value -Based Program. Because amounts are estimates, there may be
positive or negative differences based on actual experience, and such differences will be
accounted for in a variance account maintained by the Host Blue (in the same manner as
described in the BlueCard claim pricing section above) until the end of the applicable
Value -Based Program payment and/or reconciliation measurement period. The amounts
needed to fund a Value -Based Program may be changed before the end of the
measurement period if it is determined that amounts being collected are projected to
exceed the amount necessary to fund the program or if they are projected to be
insufficient to fund the program.
At the end of the Value -Based Program payment and/or reconciliation measurement
period for these arrangements, Host Blues will take one of the following actions:
Use any surplus in funds in the variance account to fund Value -Based Program
payments or reconciliation amounts in the next measurement period.
• Address any deficit in funds in the variance account through an adjustment to
the PMPM billing amount or the reconciliation billing amount for the next
measurement period.
The Host Blue will not receive compensation resulting from how estimated, average or
PMPM price methods, described above, are calculated. If Employer terminates, you will
not receive a refund or charge from the variance account. This is because any resulting
surpluses or deficits would be eventually exhausted through prospective adjustment to the
settlement billings in the case of Value -Based Programs. The measurement period for
determining these surpluses or deficits may differ from the term of this Agreement.
Variance account balances are small amounts relative to the overall paid claims amounts
and will be liquidated over time. The timeframe for their liquidation depends on variables,
including, but not limited to, overall volume/number of claims processed and variance
account balance. Variance account balances may earn interest, and interest is earned at
the federal funds or similar rate. Host Blues may retain interest earned on funds held in
variance accounts.
Note: Members will not bear any portion of the cost of Value -Based Programs except
when a Host Blue uses either average pricing or actual pricing to pay providers under
Value -Based Programs.
Care Coordinator Fees
33
Host Blues may also bill BCBSF and/or its Designated Agent for care coordinator
fees for provider services which we will pass on to Employer as follows:
1. PMPM billings; or
2. Individual claim billings through applicable care coordination codes from the most
current editions of either Current Procedural Terminology (CPT) published by the
American Medical Association (AMA) or Healthcare Common Procedure Coding
System (HCPCS) published by the U.S. Centers for Medicare and Medicaid
Services (CMS).
As part of this Agreement, BCBSF and Employer will not impose member cost
sharing for care coordinator fees.
D. Return of Overpayments
Recoveries from a Host Blue or its participating and nonparticipating providers can arise
in several ways, including, but not limited to, anti -fraud and abuse recoveries, audits,
utilization review refunds and unsolicited refunds. Recoveries will be applied so that
corrections will be made, in general, on either a claim -by -claim or prospective basis. If
recovery amounts are passed on a claim -by -claim basis from a Host Blue to BCBSF
and/or its Designated Agent they will be credited to Employer. In some cases, the Host
Blue will engage a third party to assist in identification or collection of recovery amounts.
The fees of such a third party may be charged to Employer as a percentage of the recovery.
E. Inter -Plan Programs: Federal/State Taxes/Surcharges/Fees
In some instances, federal or state laws or regulations may impose a surcharge, tax or
other fee that applies to self-funded accounts. If applicable, BCBSF and/or its
Designated Agent will disclose any such surcharge, tax or other fee to Employer, which
will be Employer's liability.
F. Nonparticipating Providers Outside BCBSF's Designated Agent's Service Area (i.e. South
Carolina)
1. Member Liability Calculation
a. In General
When covered healthcare services are provided outside of BCBSF's Designated
Agent's service area (i.e. South Carolina) by nonparticipating providers, the
amount(s) a member pays for such services will be based on either the Host Blue's
nonparticipating healthcare provider local payment or the pricing arrangements
required by applicable state law. In these situations, the member may be
responsible for the difference between the amount that the nonparticipating
provider bills and the payment BCBSF and/or its Designated Agent will make for
the covered services as set forth in this paragraph. Payments for out -of -network
emergency services will be governed by applicable federal and state law.
b. Exceptions
34
In some exception cases, at Employer's direction, BCBSF and/or its Designated
Agent may pay claims from nonparticipating healthcare providers outside of
BCBSF's Designated Agent's service area (i.e., South Carolina) based on the
provider's billed charge. This may occur in situations where a member did not
have reasonable access to a participating provider, as determined by BCBSF
and/or its Designated Agent in BCBSF's and/or its Designated Agent's sole and
absolute discretion, or by applicable state law. In other exception cases, at
Employer's direction, BCBSF and/or its Designated Agent may pay such claims
based on the payment BCBSF and/ or its Designated Agent would make if BCBSF
and/or its Designated Agent were paying a nonparticipating provider inside
BCBSF's Designated Agent's service area (i.e. South Carolina), as described
elsewhere in this Agreement. This may occur where the Host Blue's corresponding
payment would be more than BCBSF's Designated Agent's in-service area
nonparticipating provider payment. BCBSF and/or its Designated Agent may
choose to negotiate a payment with such a provider on an exception basis.
The member may be responsible for the difference between the amount that the
nonparticipating healthcare provider bills and the payment BCBSF and/or its
Designated Agent will make for the covered services as set forth in this paragraph.
2. Fees and Compensation
Employer understands and agrees to reimburse BCBSF and/or its Designated Agent
for certain fees and compensation which we are obligated under applicable Inter -Plan
Arrangement requirements to pay to the Host Blues, to the Association and/or to
vendors of Inter -Plan Arrangement related services. The specific fees and
compensation that are charged to Employer are set forth in this Exhibit B, if
applicable. Fees and compensation under applicable Inter -Plan Arrangements may be
revised from time to time.
G. Blue Cross Blue Shield Global® Core
1. General Information
If members are outside the United States, (the Commonwealth of Puerto Rico and the
U.S. Virgin Islands) (hereinafter: `BlueCard service area"), they may be able to take
advantage of the Blue Cross Blue Shield Global® Core when accessing covered
healthcare services. The Blue Cross Blue Shield Global® Core is unlike the B1ueCard
Program available in the B1ueCard service area in certain ways. For instance, although
the Blue Cross Blue Shield Global® Core assists members with accessing a network
of inpatient, outpatient and professional providers, the network is not served by a Host
Blue. As such, when members receive care from providers outside the B1ueCard
service area, the members will typically have to pay the providers and submit the
claims themselves to obtain reimbursement for these services.
• Inpatient Services
In most cases, if members contact the Blue Cross Blue Shield Global® Core
Service Center for assistance, hospitals will not require members to pay for
covered inpatient services, except for their cost -share amounts. In such cases, the
hospital will submit member claims to the Blue Cross Blue Shield Global® Core
35
Service Center to initiate claims processing. However, if the member paid in full
at the time of service, the member must submit a claim to obtain reimbursement
for covered healthcare services. Members must contact BCBSF and/or its
Designated Agent to obtain precertification for non -emergency inpatient services.
• Outpatient Services
Physicians, urgent care centers and other outpatient providers located outside the
B1ueCard service area will typically require members to pay in full at the time of
service. Members must submit a claim to obtain reimbursement for covered
healthcare services.
• Submitting a Blue Cross Blue Shield Global® Core Claim
When members pay for covered healthcare services outside the BlueCard service
area, they must submit a claim to obtain reimbursement. For institutional and
professional claims, members should complete a Blue Cross Blue Shield Global®
Core International claim form and send the claim form with the provider's
itemized bill(s) to the Blue Cross Blue Shield Global® Core Service Center
address on the form to initiate claims processing. The claim form is available from
BCBSF and/or its Designated Agent, the Blue Cross Blue Shield Global® Core
Service Center, or online at www.bluecardworldwide.com. If members need
assistance with their claim submissions, they should call the Blue Cross Blue
Shield Global® Core Service Center at 1.800.810.BLUE (2583) or call collect at
1.804.673.1177, 24 hours a day, seven days a week.
2. Blue Cross Blue Shield Global® Core -Related Fees
Employer understands and agrees to reimburse BCBSF and/or its Designated Agent
for certain fees and compensation which we are obligated under applicable Inter -Plan
Arrangement requirements to pay to the Host Blues, to the Association and/or to
vendors of Inter -Plan Arrangement related services. The specific fees and
compensation that are charged to Employer under the Blue Cross Blue Shield Global®
Core are set forth in this Exhibit B, if applicable. Fees and compensation under
applicable Inter -Plan Arrangements may be revised from time to time.
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EXHIBIT C
HIPAA-AS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT
This addendum ("Addendum") is effective upon execution and amends that Administrative
Services Agreement ("Agreement") made as of October 1, 2023, by and among Blue Cross and
Blue Shield of Florida, Inc. ("Administrator"); Indian River Board of County Commissioners
("Employer") and Indian River Board of County Commissioners Group Health Plan ("GHP"). All
capitalized terms not defined in this Addendum have the definition as set forth under HIPAA-AS
(see definition below).
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 Plan of
Benefits; and
WHEREAS, Employer and GHP desire to retain Administrator to provide certain claim processing
and administrative services with respect to GHP as described in the Agreement; and
WHEREAS, Administrator and Administrator's Designated Agent (hereinafter, collectively
referred to as "Administrator") have entered into an Agreement whereby Administrator's
Designated Agent provides certain services for Administrator so that Administrator may satisfy its
obligation to Employer and GHP; and
WHEREAS, Employer, GHP, and Administrator agree to incorporate the provisions of this
Addendum into the Agreement 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 Il, 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 Administrator desire to have as part of the Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein, Employer, GHP,
and Administrator hereby agree as follows:
PART 1—DEFINITIONS
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.
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.
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D. "Disclose" and "disclosure" mean, with respect to Protected Health Information,
release, transfer, providing access to or divulging to a person or entity not within
Administrator.
E. "Electronic Protected Health Information" means Protected Health Information (as
defined below) that is (1) transmitted by electronic media or (2) maintained in
electronic media.
F. "Information System" shall have the meaning set out in 45 C.F.R. § 164.304 but shall
be limited to such Systems as contain or have Access (also as defined in 45 C.F.R. §
164.304) to PHI (as defined below).
G. "Part 2 Rule" means the Confidentiality of Substance Use Disorder Patient Records
Rule (42 C.F.R. Part 2).
H. "Patient Identifying Information" means information that:
a. Would identify, directly or indirectly, a Member as having been diagnosed,
treated, or referred for treatment for a substance use disorder, such as
indicated through standard medical codes, descriptive language, or both;
and,
b. Is subject to the Part 2 Rule, limited to the Patient Identifying Information
that BCBSSC receives from or on behalf of Purchaser (as that term is used
in Section Error! Reference source not found.8-.2-3 herein).
"Protected Health Information" means the Protected Health Information, as that term
is defined in 45 C.F.R. § 160.103, that Administrator creates or receives for, on
behalf of, or from GHP (or from a GHP Business Associate) in the performance of
Administrator's duties under the Agreement and this Addendum. For purposes of
this Addendum, Protected Health Information encompasses Electronic Protected
Health Information.
J. "PHI Breach" shall have the meaning of the term "Breach" in 45 C.F.R. § 164.402 but
shall be limited to those involving PHI (as defined below).
K. "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 Administrator under
the Agreement.
L. "Security Incident" shall have the meaning set out in 45 C.F.R. § 164.304 but shall be
limited to such Incidents as occur with respect to Information Systems (as defined
above) and that involve Electronic PHI.
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M. "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.
N. "Use" means, with respect to Protected Health Information, utilization, employment,
examination, analysis or application within Administrator.
PART 2--ADMINIATRATOR'S RESPONSIBILITIES
IL SERVICES PROVIDED BY ADMINISTRATOR
During the term of the Agreement, Administrator will perform the services set forth in the
Agreement with respect to the benefits offered to Covered Persons by GHP.
III. PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION
A. Preservation of Privacy
Administrator will take reasonable steps to protect the confidentiality of all Protected
Health Information in the performance of its duties under the Agreement and this
Addendum.
B. Prohibition on Non -Permitted Use or Disclosure
Administrator will neither use nor disclose Protected Health Information except (1) as
permitted or required by this Addendum, (2) as permitted or required in writing by GHP,
or (3) as Permitted by Law.
C. Permitted Uses and Disclosures
Administrator will be permitted to use or disclose Protected Health Information as
follows:
1. Functions and Activities on GHP's Behalf
Administrator will be permitted to use and disclose Protected Health Information
for the performance of services set forth in the Agreement, which the parties agree
are intended to include, but are not limited to, Payment activities and Health Care
Operations, and which shall hereby also include Data Aggregation.
2. Another Covered Entity's Payment Activities and Health Care
Operations
Administrator 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.
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3. Provider's Treatment Activities
Administrator 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.
4. Covered Person Permission
Administrator 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. Administrator's Own Manasement and Administration
a. Protected Health Information Use
Administrator will be permitted to use Protected Health Information as
necessary for Administrator's proper management and administration or to
carry out Administrator's legal responsibilities.
b. Protected Health Information Disclosure
Administrator will be permitted to disclose Protected Health Information as
necessary for Administrator's proper management and administration or to
carry out Administrator's legal responsibilities only (i) if the disclosure is
Required by Law, or (ii) if before the disclosure, Administrator 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 Administrator disclosed it to
the entity or as Required by Law; and (3) notify Administrator 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
Administrator may use Protected Health Information to create De -Identified Health
Information in conformance with 45 C.F.R. § 164.514(b). Administrator 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. Administrator 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
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ii. from which have been removed all of the direct identifiers,
as specified in 45 C.F.R. § 164.514(e)(2), 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. Administrator's Permitted Uses and Disclosures.
Administrator may use and disclose the Limited Data Set only for
Health Care Operations permitted by this Addendum.
Administrator will neither use nor disclose PHI except as permitted
or required by this Addendum, or as required by law. Except as
otherwise allowed by Section III C 1 above, Administrator will not
use or disclose PHI in a manner that would violate the HIPAA
Administrative Simplification regulations if done by GHP.
C. Prohibition on Unauthorized Use or Disclosure.
Administrator 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. Administrator 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. Administrator will not attempt to re -identify the information
contained in the Limited Data Set or contact any Individual
who may be the subject of information contained in the
Limited Data Set.
d. Information Safeguards. Administrator will adopt and use
reasonable and 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. Administrator 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 Administrator's use and disclosure of the
Limited Data Set pursuant to this Section III.C.7.
f. Breach of Privacy Obligations. Administrator will report to GHP
within ten (10) calendar days any use or disclosure of the Limited
Data Set that is not permitted by this Section III.C.7 of which
Administrator becomes aware. Administrator shall mitigate
against, to the extent practicable, any harmful effect it knows to have
41
occurred as the result of any breach of unsecured PHI it causes.
D. Minimum Necessary
Administrator will, in the performance of its functions and activities on GHP's behalf
under the Agreement and this Addendum, make reasonable efforts to use, to disclose, or
to request of a Covered Entity only the minimum necessary amount of Protected Health
Information to accomplish the intended purpose of the use, the disclosure, or the request,
except that Administrator will not be obligated to comply with this minimum necessary
limitation with respect to:
Disclosures to GHP, as distinguished from disclosures to Employer;
2. Disclosure to or request by a health care provider for Treatment;
3. Use with or disclosure to a Covered Person who is the subject of Protected
Health Information, or that Covered Person's Personal Representative;
4. Use or disclosure made pursuant to an authorization compliant with 45
C.F.R. § 164.508 that is signed by an Individual who is the subject of
Protected Health Information to be used or disclosed, or by that Individual's
Personal Representative, as defined in 45 C.F.R. § 164.502(g);
5. Disclosure to the United States Department of Health and Human Services
("DHHS") in accordance with Section VIII below;
6. Use or disclosure that is Required by Law; or
7. Any other use or disclosure that is excepted from the minimum necessary
limitation as specified in 45 C.F.R. § 164.502(b)(2).
E. Disclosure to GHP and GNP's Business Associates
Other than disclosures permitted by Section III.C. above, Administrator will not disclose
Protected Health Information to GHP, a GHP Business Associate, or a GHP Vendor,
except as directed by GHP in writing.
F. Disclosure to Administrator's Subcontractors and Agents
Administrator may disclose Protected Health Information to a subcontractor or agent.
Administrator will require each subcontractor and agent to which Administrator may
disclose Protected Health Information to provide reasonable assurance, evidenced by
written contract, that such subcontractor or agent will comply with the similar but no less
restrictive privacy and security obligations with respect to Protected Health Information
as this Addendum applies to Administrator.
Administrator agrees to be fully bound by the applicable portions of 42 C.F.R Part 2 with
respect to any patient identifying information that is protected by 42 C.F.R Part 2 and
received from or on behalf of Employer.
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G. Disclosure to Employer
Administrator will not disclose any Protected Health Information to Employer, except as
permitted by and in accordance with PART 3 below.
H. Resorting Non -Permitted Use or Disclosure and Security Incidents
1. Privacy Breach
Administrator will report to GHP within ten (10) calendar days any use or
disclosure of Protected Health Information of which Administrator becomes
aware that is not permitted by this Addendum and that constitutes a Breach of
Unsecured PHI. GHP hereby delegates to Administrator (i) the responsibility for
determining whether any use or disclosure of Protected Health Information under
this Addendum constitutes a Breach of Unsecured PHI, and (ii) the
implementation of notification and reporting obligations associated with a Breach
of Unsecured PHI in accordance with relevant legal requirements. Administrator
will reasonably cooperate with GHP in GHP's performance of investigation or
assessments necessary to determine whether a Breach of Unsecured PHI has
occurred.
2. Security Incidents
Administrator will report to GHP within ten (10) calendar days any incident of
which Administrator 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, Administrator will
report any incident of which Administrator 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.
I. Duty to Mitigate
Administrator will mitigate to the extent reasonably practicable any harmful effect of
which Administrator 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 Administrator
has engaged in a pattern of activity or practice that constitutes a material breach or
violation of Administrator's 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 Administrator fails to
cure the material breach or end the violation within 30 days after receipt of GHP's notice,
GHP may terminate the Agreement and this Addendum by providing Administrator
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.
43
K. Disposition of Protected Health Information
1. Return or Destruction Feasible
Upon termination of the Addendum, Administrator will, if Administrator
determines it is feasible, return to GHP or destroy, all Protected Health Information
in Administrator's custody or control (or in the custody or control of any
subcontractor or agent to which Administrator disclosed Protected Health
Information). Administrator will complete such return or destruction as within
sixty (60) calendar days after termination of the Addendum.
2. Return or Destruction Not Feasible
Administrator will identify for GHP any categories of Protected Health Information
that Administrator (or any subcontractor or agent to which Administrator 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. Administrator 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
Administrator's 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
Administrator 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 Administrator 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
Administrator 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 Administrator has
in its custody or control, so that GHP can meet its amendment obligations under 45
C.F.R. § 164.526.
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C. Disclosure Accounting
So that GHP may meet its disclosure accounting obligations under 45 C.F.R. § 164.528,
Administrator will do the following:
1. Disclosure Trackin
Administrator 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 Administrator makes to GHP or to a third party
("Accountable Disclosures").
2. Disclosure Tracking Time Periods
Administrator 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.
3. Provision of Disclosure Information
Administrator 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 Administrator in the manner
designated by Administrator of any request for restriction on the use or disclosure of
Protected Health Information about a Covered Person that may affect Administrator.
Consistent with 45 C.F.R. § 164.522(a), and on behalf of GHP, Administrator will agree
to or deny any such restriction request. Administrator 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 Administrator
in the manner designated by Administrator of the terms of the restriction and
Administrator agrees to the restriction request in writing provided Employer has
complied with its obligation in Section III (C)(7)(f), below,
E. Confidential Communications
Administrator will provide a process for a Covered Person to request that Administrator
communicate with a Covered Person's Protected Health Information to a confidential
alternative location, and for Covered Person to provide Administrator with the
information that Administrator needs to be able to evaluate that request. Consistent with
45 C.F.R. § 164.522(b) and on behalf of GHP, Administrator will agree to or deny any
confidential communication request. Furthermore, Administrator will develop policies
and procedures consistent with 45 C.F.R. § 164.522(b) to fulfill its obligations under this
paragraph.
45
Administrator will provide a process for Covered Person to terminate a Confidential
Communication request.
F. Complaint Process
Administrator 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 Administrator'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 Privacv Practices Notices
GHP shall be responsible for the preparation of its Notice of Privacy Practices ("NPP").
To facilitate this preparation, Administrator shall provide GHP with its NPP that GHP
may use as a template to develop its own NPP attached as EXHIBIT 1. GHP shall
modify this NPP to the specific aspects of GHP.
B. Distribution of GHP's Privacy Practices Notice
GHP shall distribute its NPP to each new enrolled individual, and any material revisions
to its NPP to all individuals in accordance with its policies and procedures. GHP
represents and warrants that its policies and procedures regarding the distribution of the
NPP comply with 45 C.F. R. § 164.520(c). GHP shall bear full responsibility for
distributing its own NPP as required by the Privacy Rule.
C. Administrator to Comply with Notices
Administrator will neither use nor disclose Protected Health Information in any manner
inconsistent with the content of GHP's then current Privacy Practices Notice applicable
to the benefit plans that Administrator administers for GHP under the Agreement.
VI. SAFEGUARDING PROTECTED HEALTH INFORMATION
A. Privacy of Protected Health Information
Administrator 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 Administrator as GHP's Business
Associate, to protect against reasonably anticipated threats or hazards to 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.
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B. Security of Electronic Protected Health Information
Administrator 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 Administrator
creates, receives, maintains, or transmits on behalf of GHP consistent with the Security
Rule, 45 C.F.R. Part 164, Subpart C.
VII. INSPECTION OF INTERNAL PRACTICES, BOOKS, AND RECORDS
Administrator will make its internal practices, books, and records relating to its use and disclosure
of Protected Health Information available to DHHS to determine GHP's compliance with 45
C.F.R. Part 164, Subpart E "Privacy of Individually Identifiable Health Information."
PART 3—EMPLOYER'S RESPONSIBILITIES
VIII. DATA EXCHANGE BETWEEN EMPLOYER AND ADMINISTRATOR
A. Enrollment Data and Disenrollment Data
Administrator 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 Administrator 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 Administrator all data not otherwise addressed in this
Section IX and any notification by using such forms, physical formats, or electronic
formats as Administrator may approve. Employer will furnish all information reasonably
required by Administrator to implement such data exchanges or notifications.
IX. 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 (B) to modify, amend, or terminate GHP, Administrator
will provide Summary Health Information regarding the Covered Persons participating in GHP to
Employer.
X. 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 Administrator for those
plan administration functions that Employer will perform for GHP. GHP therefore authorizes
Administrator 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
47
EXHIBIT 3. Administrator 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.
PART 4—MISCELLANEOUS
XI. 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 Administrator
remain in compliance with such regulations, unless Administrator 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.
XII. 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.
XIII. ADD GHP AS A PARTY TO AGREEMENT
In order to make clear the respective HIPAA-AS compliance obligations of Administrator, GHP,
and Employer, as set forth in this Addendum, GHP shall hereby be added as a separate party to the
Agreement.
XIV. REVISION TO SECTION IV
In order for GHP to be able to comply with its obligations under the HIPAA-AS Privacy and
Security Rules and for Employer and Administrator to be able to comply with their obligations
hereunder, the terms and conditions of Section IV of the Agreement, and any subsequent
amendments made thereto by the parties, shall be made subject to this Addendum.
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EXHIBIT 1— BCBSF NOTICE OF PRIVACY PRACTICES
The current BCBSF Notice of Privacy Practices is available at:
www.floridablue.com/y,eneral/hi-oaa-notice-i)rivacy-12ractice
Florida Blue reserves the right to amend its Notice of Privacy Practices and the web address where
it, is located at any time. Florida Blue will make reasonable efforts to inform GHP when such
changes are made.
EXHIBIT 2—EMPLOYER'S CERTIFICATION
PART 1– 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.
Neither use nor further disclose Protected Health Information, except as permitted or
required by GHP'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.
PART 5—SIGNATURES
ADMINISTRATOR:
Blue Cross and Blue Shield of Florida, Inc.
By:
(f -v �/� i�' w C,
Title: VP Sales
Date: February 19, 2024
EO
B
Tile: C rman
Date: March 11, 2024
APPROVED AS TO FORM
AND "A/ E po
BY
WILL
COUNTY ATTORNEY
Attest: Ryan L. Butler, Clerk of
Ci . Court and Comptroller
Deputy Clerk
49
GROUP HEALTH PLAN:
Jam,` •• ''F,pd+';
By•
Title • rm •'•RwER•COUN��•
Date: March 11, 2024
8. 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 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 Administrator, 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.
51
EXHIBIT 3— DISCLOSURE OF PROTECTED HEALTH INFORMATION
FOR PLAN ADMINISTRATION
Group Health Plan ("GHP") must promptly notify Administrator in writing if any of the
information contained in EXHIBIT 3 changes.
PART 1
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 Administrator:
for the performa
indicated by GH]
• Actuarial
('laim�/rr
Exhibit 3 to be executed separately
• Quality assessment and improvement activities
• Performance monitoring
• Other health care operations
• Payment activities
PART 2
otherwise
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 consultants; 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 (Example: Performing Service Performing Service
stop -loss carrier,
reinsurer, agent,
broker
PART 3
GHP affirms that all authorization forms that may be required from GHP's participants
authorizing the use and/or release of protected or other confidential personal health information
by BlueCross and B1ueShield of Florida or its Designated Agent in order to perform its
obligations under the Agreement have been obtained.
52