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HomeMy WebLinkAbout2025-126BA TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. SUTLER, CLERK SECOND AMENDMENT TO SURGERY PLUS SERVICES AGREEMENT This SECOND AMENDMENT (this "Second Amendment") to that certain Surgery Plus Services Agreement dated effective as of July 1, 2021 (as amended, the "Agreement") is made by and between Employer Direct Healthcare, LLC d/b/a Lantern Specialty Care a Delaware limited liability company ("EDH" or "Lantern") and Indian River County, Florida ("Sponsor"). RECITALS Lantern and Sponsor entered into the Agreement so that Lantern's network and services could be incorporated into Sponsor's health benefit plan and made available to the eligible participants enrolled in such plan. Lantern and Sponsor now desire to amend the Agreement based upon the terms and conditions contained in this Second Amendment. NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants, agreements, representations, and warranties set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lantern and Sponsor agree as follows: 1. Renewal Term. Pursuant to Section 5.1 of the Agreement, the Agreement is hereby renewed for a two-year Renewal Term, commencing July 1, 2025 and ending June 30, 2027. Effective Date. This Second Amendment is effective as of July 1, 2025. 3. Definitions. Capitalized terms used in this Second Amendment but not otherwise defined shall have the meaning ascribed to such terms in the Agreement. 4. Remaining Provisions. Except as specifically provided herein, all terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of the Agreement and this Second Amendment, the terms of this Second Amendment shall control. (Signature pages) follow] A TRUE COPY CERTI,iCATION ON LAST PAGE R'Yr^,N L. BUTLER, CLERK A TRUE COPY CERTIFICATION ON LAST PAGE r "! L. BUTLER, CLERK IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by the undersigned duly authorized representatives. EMPLOYER DIRECT HEALTHCARE, LLC D/B/A LANTERN SPECIALTY CARE By: Name: Title: Indian River County, Florida By: Title: Joseph E. Flesche� Chairman Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller !-=1617111 [ W.'-5111 �- f�l - APPROVED AS TO FORM ANT UFFICIENCY BY CH ST PHER A. HICKS ASSTS ANT LINTY ATTORNEY A TRUE COPY CER T FiCATION ON LAST PAGE L. BUTLER, CLERK DocuSign Envelope ID: 29EAB906-19364BAB-83BE-97C974F00293 A TRUE COPY CERTI=ICATION ON LAST PAGE RYAN L. BUTLER, CLERK SURGERYPLUS SERVICES AGREEMENT This SURGERYPLUS SERVICES AGREEMENT (this "Agreement") is made effective as of July 1, 2021 (the "Effective Date") by and between Employer Direct Healthcare, LLC, a Delaware limited liability company with its principal place of business located at 2100 Ross Avenue, Suite 550, Dallas, Texas 75201 ("EDH") and Indian River County, Florida, a political subdivision of the State of Florida with its principal place of business located at 1801 27th Street, Vero Beach, FL, 32960("Sponsor"). EDH and Sponsor are referred to collectively as the "Parties" and individually as a "Party." RECITALS I• Sponsor desires to make available to its employees, their dependents, and other eligible beneficiaries appropriate medical, hospital and other health care services through Sponsor's self-funded health benefits plan(s) (collectively referred to herein as the "Plan"). II. Sponsor exercises discretionary authority and control respecting management of the Plan. III. EDH has contracted with physicians, other licensed health care practitioners, hospitals, and healthcare facilities (collectively, the "Network') who orwhich have agreed to provide certain health care services consistent with the rates and terms negotiated by EDH. IV. EDH, as part of its network offering, provides individuals enrolled in self-funded health benefits plans which utilize the Network with certain administrative, settlement, case management, travel, and logistics services related to such individuals' medical procedures. V. EDH provides self-funded health benefits plans with access to the Network through its branded offering known as SurgeryPlus. VI. Sponsor desires to offer SurgeryPlus to Participants (as defined below) under the Plan. NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties agree as follows: ARTICLE 1. DEFINITIONS The following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Business Associate Agreement" has the meaning set forth in Section 6.4 of this Agreement. "Claim" has the meaning set forth is Section 4.3(a) of this Agreement. "Case Rate" means the sum of all allowed charges for Medically Necessary Services provided during or in relation to an Episode of Care (inclusive of all technical, professional, facility, and other medical services) billed by Providers. Covered Services included in a Case Rate commonly include, but are not limited to: (a) the Medically Necessary Services rendered by a Provider during an Episode of Care (b) equipment used by a hospital or facility; (c) in-hospital or in -facility medications or biologics and supplies; (d) implants; (e) laboratory testing and services; (f) in-hospital meals; (g) hospital confinement days; (h) in-hospital or in -facility nursing care; (i) in-hospital physical therapy; and 0) post -discharge follow-up consultations occurring within the applicable global period defined by the Centers for Medicare & Medicaid Services ("CMS"). Services commonly excluded from a Case Rate include, but are not limited to: (1) medical consultations and certain diagnostic testing provided in advance of a medical procedure to determine whether or not such procedure is a Medically DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Necessary Service; (2) Convenience Items; (3) Travel Services; and (4) any medical procedure or medical care that is not a Medically Necessary Service. "Communications Fee" has the meaning set forth in Section 4.3(b) of this Agreement. "Comparable Case Rate" means, with respect to any Episode of Care, the total amount reasonably determined by EDH to be the sum of all allowed charges for Medically Necessary Services provided during or in relation to such Episode of Care (inclusive of all technical, professional, facility, and other medical services) if such Medically Necessary Services were provided by health care providers outside of the Network. In determining any Comparable Case Rate, EDH may take into account: (a) Sponsor's actual historical bundled case rates and/or claims data; and/or (b) EDH's observed historical average bundled case rates and claims data. In any event, EDH's determination of any Comparable Case Rate will take into consideration all applicable procedure codes, geography, and procedure setting (i.e., inpatient vs. outpatient). "Convenience Item" means a service, supply, or other item provided by a Provider during an Episode of Care which is not a Medically Necessary Service. Convenience Items include, without limitation, telephone use, premium television access, and guest meals. A Participant shall have sole financial responsibility for any Convenience Item utilized during such Participant's Episode of Care. "Covered Service" means any Medically Necessary Service offered by a Provider for which EDH has contracted bundled rates or other reimbursement rates or pricing terms. "Diagnosis Case Code" means the diagnosis code(s) (including, without limitation, the applicable ICD - 10 -CM codes) used by a Provider to identify the anticipated items and services to be provided to a Participant during an Episode of Care. "EDH Fees" has the meaning set forth in 5ection 4.3lb) of this Agreement. "EDN Savings" has the meaning set forth in Section 4.4(a) of this Agreement. "Employee" means only those Participants who are employees of Sponsor (including those employees receiving Plan benefits through COBRA) or retirees eligible to receive benefits under the Plan. Employee excludes all dependents or other Participants enrolled for coverage in the Plan. "Episode of Care" means the period of time initiated on the first day a Participant receives Covered Services in an inpatient, outpatient, surgery center, in -office, or other health care facility setting from a Provider related to the applicable Diagnosis Case Code and ends when such Participant is discharged from the applicable health care facility. "ERISA" means the Federal Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and other guidance issued thereunder. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, including the Administrative Simplification provisions of HIPAA Title II, Subtitle F, the implementing regulations at 45 C.F.R. Parts 160-164, and the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 ("H/TECH"), and the regulations promulgated thereunder, all as amended from time to time. "Initial Term" has the meaning set forth in Section 5.1 of this Agreement. "Invoice" has the meaning set forth in Section 4.5 of this Agreement. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTF-ICATION ON LAST PAGE RYAW L. BUTLER, CLERK "Medically Necessary Service" means a healthcare item or service which a Provider determines to be both reasonable and necessary to diagnose or treat an illness, injury, condition, disease or symptom of a Participant which is consistent with accepted standards of medicine. "Network" has the meaning set forth in the Recitals to this Agreement. "Network Services" means those services offered by EDH to Participants who elect to utilize the Network for Covered Services, including, without limitation, intake and referrals of Participants to Providers, non -clinical care coordination and administration, administration of Claims processing and payment, coordination of Travel Services, and/or administration of Plan Incentives. "Network Use Fee" has the meaning set forth in Section 4.3(b) of this Agreement. "Participant" means any individual who has enrolled for coverage in the Plan who is eligible to receive Covered Services through the Network. "Plan" has the meaning set forth in the Recitals to this Agreement. "Plan Administrator" means a third party administrator specifically designated in the Plan Documents to provide administrative services for and manage the Plan. For the avoidance of doubt, EDH is not the Plan Administrator. "Plan Carveout" means any requirement by the Plan or included in the Plan Documents that EDH and/or the Network be the required or designated source of medical coverage for any Medically Necessary Service. "Plan Documents" means the instrument(s), as amended from time to time, that set forth and govern the benefits provided under the Plan and the duties of Sponsor with respect thereto. Plan Documents include, without limitation, the summary plan description, summary of material modifications, and schedule of benefits. "Plan Incentives" has the meaning set forth in Section 3.6 of this Agreement. "Project Executive" has the meaning set forth in Section 3.1 of this Agreement. "Protected Health Information" shall have the same meaning ascribed to such term in HIPAA. "Provider" means an appropriately licensed or otherwise legally authorized provider of medical, surgical, hospital, professional, and/or other health-related services that offers Covered Services through the Network. A Provider may be, without limitation, a physician, physician group, anesthesia provider, anesthesia provider group, facility (both hospital and non -hospital facilities), system of facilities (including hospitals, non- hospital facilities, or any combination), or any other provider of medical or health related services. "Renewal Term" has the meaning set forth in Section 5.1 of this Agreement. "Report Date" has the meaning set forth in Section 4.4(a) of this Agreement. "Total Network Use Fee" has the meaning set forth in Section 4.4(a) of this Agreement. "Travel Services" means the services coordinated by EDH pursuant to this Agreement relating to a Participant's, and person accompanying such Participant, transportation and lodging during or in relation to an Episode of Care. The specific Plan requirements to be administered by EDH with respect to Travel Services will be mutually agreed by the Parties in writing. -3- ,,PP P DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIrICA-rION ON LAST PAGE ARTICLE 2. RYAN L. BUTLER, CLERK ROLE AND RESPONSIBILITIES OF EDH 2.1 Network Services. EDH will assist and support Sponsor in communicating the availability of the Network and Network Services to Participants. EDH will offer the Network to all Participants, and EDH will provide the applicable Network Services for any Participant seeking to utilize the Network for an Episode of Care. 2.2 Provider Requirements. (a) Credentials. EDH will require each Provider to cooperate and comply with EDH's credentialing program. Such credentialing program will require Providers to be registered or otherwise qualified in accordance with applicable law and, when applicable to a Provider's role in care processes, to meet accreditation standards, including without limitation, those of the National Committee for Quality Assurance, Joint Commission, or Det Norske Veritas. EDH's credentialing program may also include a review of, as applicable: (i) specialized training, board certification, and fellowships in applicable fields; (ii) relevant and available criminal history; (iii) malpractice claims; (iv) medical board or state licensure sanctions; (v) when applicable, the Provider's procedure -specific treatment and care protocols; and (vi) any other publicly available records. EDH may require Providers to provide EDH with documentation and/or primary sources evidencing such credentialing, and may require Providers to comply with additional credentialing practices and programs. EDH will be responsible for verifying that each Provider satisfies all applicable credentialing requirements. (b) Information Reaording Providers. EDH shall require Providers to provide EDH with contact information (including but not limited to telephone number, fax number, mailing address, physical address, and email address) and to notify EDH of any changes to such contact information. EDH shall not be responsible for verifying the accuracy or completeness of such information. EDH shall further require each Provider to provide EDH with accurate and complete information regarding the qualifications, certifications, and licensure of the Provider, and EDH may verify any such information by comparing it with information which may be found in publicly available provider data repositories (e.g., State medical board sources and/or Council for Affordable Quality Healthcare profiles). Upon reasonable request, and to the extent legally permissible, EDH shall provide any such information to Sponsor. 2.3 Utilization and Quality Assurance. (a) Education and Communication. EDH will provide Sponsor with proposed promotional and educational materials designed to raise Participant awareness of availability of the Network and Network Services. As set forth in Section 3.4 below, the Parties shall cooperate to distribute any such promotional and educational materials to Participants. EDH shall maintain copies of all promotional and educational materials. (b) Notices to Participants. EDH will provide a written notice approved by Sponsor to all Participants advising them of the identity of, and relationship among EDH, the Participant, and Sponsor. (c) Participant Reports. Following appropriate HIPAA requirements and standards for the transfer of information relating to any Participant, EDH will provide Sponsor (or any designee of Sponsor who has executed a mutually agreeable confidentiality agreement with EDH) with the following monthly reports: (a) utilization of the Network and Network Services by Participants and (b) available and/or applicable outcome and pricing information relating to Participants utilizing the Network and Network Services for an Episode of Care. Upon reasonable written request, EDH will provide Sponsor access to pertinent substantiating documentation maintained by EDH and required in connection with such reports, subject to the confidentiality requirements contained in Article 6 of this Agreement. Any modifications requested by Sponsor to the reports listed in this Section 2.3(c) shall be subject to a reasonable fee mutually agreed in writing by the Parties to reflect the time and resources necessary to fulfill such request. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTI'71CATION ON LAST PAGE RYAN L. BUTLER, CLLRK 2.4 EDH is Not a Provider. Sponsor acknowledges and agrees that: (a) EDH does not practice medicine, provide medical advice, render any medical judgment, or make any medical recommendation (as to any Provider or medical treatment), and (b) EDH is not being retained under this Agreement to practice medicine, provide medical advice, render any medical judgment, or make any medical recommendation (as to any Provider or medical treatment). Sponsor further acknowledges and agrees that Providers shall be solely responsible for (1) all matters relating to medical treatment and/or procedures of Participants and (2) all advisement, evaluation, recommendation, or other similar responsibility or obligation relating to medical treatments and/or procedures of Participants. 2.5 Participant Clearance to Travel. From time to time, a Participant may be required to travel to a Provider for an Episode of Care. It shall be the sole responsibility of Participant to obtain advice from the Provider or Participant's primary care physician and/or other treating physician, whether, in such physician's independent medical opinion, Participant is fit to travel to Provider's location. In accordance with HIPAA standards regarding the release of medical records, EDH shall assist such Participant, or such Participant's representative, with the collection and transfer of medical records and other documentation, as may be reasonably necessary to facilitate the Participant's travel for an Episode of Care. 2.6 Limited Role of EDH. EDH's role is strictly limited to offering the Network and providing Network Services. Sponsor delegates to EDH only those powers and responsibilities with respect to development, maintenance and administration of the Plan that are specifically enumerated in this Agreement. Any function not specifically delegated to EDH shall remain the sole responsibility of Sponsor or its other designees. The Parties acknowledge that: (a) this Agreement is for administrative services only as specifically set forth herein, and (b) this Agreement shall not be deemed a contract of insurance under any laws or regulations. EDH does not insure, guarantee or underwrite the liability of Sponsor under the Plan, or any other third party. EDH does not have the ability to exercise discretionary authority or control regarding management or interpretation of the Plan. Sponsor has total responsibility for payment of Claims under the Plan and all expenses incidental to the Plan. Accordingly, EDH is not a fiduciary of the Plan. EDH shall have no responsibility for collecting premiums or contributions for insurance coverage or for establishing a premium fiduciary account. 2.7 Representations and Warranties of EDH. EDH represents and warrants that: (a) EDH will comply with all laws, rules and regulations applicable to the Network Services, including, without limitation, laws, rules, and regulations which may require EDH to be licensed or otherwise authorized as a third party administrator; (b) EDH will perform all Network Services diligently and professionally, consistent with generally accepted industry standards applicable to third party administrators; and (c) EDH shall maintain all applicable licenses, registrations and certifications necessary to carry out the Network Services. Except as expressly set forth herein, EDH does not make any representations or warranties of any kind, express or implied, including any warranty of quality, merchantability, or fitness for a particular use or purpose. For the avoidance of doubt, EDH makes no warranty, express or implied, concerning: (1) any Provider or other vendor providing services relating to an Episode of Care; or (2) information transmitted in good faith by EDH from third -party sources. 2.8 Non -Discrimination. EDH will not discriminate in delivery of the Network or Network Services to Participants or in the type and quality of Network Services provided to any Participant on the basis of age, race, religion, national origin, sex, marital status, sexual orientation, health status, disability, source of payment for services, or otherwise in contravention of applicable law. 2.9 Written Agreement. The Parties understand and agree that, pursuant to applicable law pertaining to third party administrators, EDH is not permitted to act without a written agreement between EDH and Sponsor, and that any such written agreement must fully state the activities that EDH will perform for Sponsor as a third party administrator. If Sponsor and/or the Plan institutes a policy or procedure that is relevant to EDH's provision of the Network Services pursuant to this Agreement, Sponsor shall provide EDH -5- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERT( iF (CATION ON LAST PAGE ' ''A ,I L. BUTLER, CLERK written documentation setting forth such policy or procedure. For the avoidance of doubt, any such policy or procedure that is in conflict with the terms of this Agreement shall require the written consent of EDH. Any written agreement between EDH and Sponsor, including this Agreement, shall be retained as part of the official records of both EDH and Sponsor for the duration of the agreement and for seven (7) years thereafter. 2.10 SOC Reports. Upon reasonable written request of Sponsor, in any event not more than once in any twelve (12) month period, EDH will provide Sponsor an executed copy, from independent auditors engaged and compensated by EDH, of a SOC 1 and SOC 2 examination in accordance with Statement on Standards for Attestation Engagements (SSAE) No. 18 or International Standard on Assurance Engagements (ISAE) No. 3402 (or any successor standards), as applicable, of EDH's controls and systems relating to the services provided hereunder (each, a "SOCReport"). 2.11 Insurance and Other Sureties. EDH shall purchase from and maintain with a company or companies with a rating of "A" or better by AM Best or equivalent, and lawfully authorized and licensed to do business in the jurisdiction in which Sponsor is located insurance in at least the following amounts and coverages: (a) workers' compensation insurance as required by law, and employer's liability coverage with a minimum limit of $500,000 each accident, $500,000 disease -each employee and $500,000 disease -policy limit; (b) general liability insurance with a minimum limit of $1,000,000 each occurrence and $2,000,000 annual aggregate bodily injury and property damage; (c) commercial umbrella/excess liability insurance with a minimum limit of $2,000,000 each occurrence and annual aggregate; (d) automobile liability insurance in a minimum amount of $1,000,000; (e) cyber liability insurance with a minimum limit of $5,000,000; and (f) crime coverage with a minimum limit of $1,000,000. Such insurance policies shall be maintained in full force and effect without interruption during the term. Upon reasonable request, an annual basis, EDH will provide Sponsor with evidence of such insurance coverage. EDH agrees that whenever required by applicable state or federal law, to maintain a bond, deposit, or other insurance, as appropriate, with a regulatory authority beyond what is described in the Agreement, EDH has and shall maintain such bond or deposit or other insurance in favor of such authority, to be held in trust for the benefit and protection of certain of EDH's clients and/or Participants. ARTICLE 3. ROLE AND RESPONSIBILITIES OF SPONSOR 3.1 Project Executive. Sponsor shall designate in writing an individual project executive having the authority to assist EDH in implementing and promoting the Network and Network Services (the "Project Executive"). The Project Executive shall be EDH's primary point of contact for Sponsor with respect to Sponsor's fulfillment of its obligations under this Agreement. 3.2 Implementation. Sponsor will be responsible for: (a) providing EDH with Participant claims data, including Protected Health Information, for EDH to analyze savings and Implement Sponsor -approved educational and promotional communications strategies to Participants; (b) providing EDH with Participants' eligibility and enrollment data to be used by EDH for testing and implementation purposes; (c) amending the Plan Documents to describe and incorporate the Network and Network Services as available for eligible Participants who require Covered Services and who choose to receive such Covered Services from Providers participating in the Network; (d) facilitating the coordination of the operational processes of EDH, Sponsor, the Plan, the Plan Administrator, and/or other vendor of the Plan with regard to eligibility verification, case management, and billing; (e) facilitating EDH's integration with other vendors, health services providers, plans, and/or the Plan Administrator, and (f) identifying and facilitating communication opportunities for EDH to reach Participants needing treatments or procedures available through the Network. 6- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 3.3 Necessary Consents. Sponsor represents and warrants to EDH that, to the extent required by applicable law, Sponsor has obtained the requisite consent or authorization from Participants or other third parties necessary for EDN to perform its services hereunder. 3.4 Educational and Promotional Communication. Sponsor acknowledges and agrees that the objectives of each Party with respect to this Agreement can only be accomplished if the Network and Network Services are utilized by Participants. Accordingly, Sponsor shall encourage Participants to utilize the Network and Network Services. Without limiting the generality of the preceding sentence, each year of the Term, Sponsor shall: (a) approve in writing the content of and authorize EDH to distribute to all Participants an introductory mailer with Participant identification card(s); (b) approve in writing the content of and authorize EDH to distribute to all Participants four (4) print and/or web -based communications regarding the Network and Network Services, provided that the timing and strategy of such communications shall be mutually agreed by EDH and Sponsor on an annual basis; (c) provide internal education and information to Participants regarding the Network and Network Services, specifically through inclusion of information about the Network and Network Services in Sponsor's annually circulated open enrollment materials and Plan Documents provided to all eligible Employees, and EDM participation in Sponsor's benefits enrollment events; (d) incorporate EDH's Participant portal website into Sponsor's website or portal specifically for Participants; and (e) provide EDH with necessary approval and authorization to distribute educational and promotional communications materials to Participants. For the avoidance of doubt, EDH shall only be permitted to use any such Sponsor -approved educational and promotional materials as authorized by Sponsor in advance of such use. Any breach of this Section 3.4 by Sponsor shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4 of this Agreement, and EDH shall be fully and finally discharged and released from any such obligations. 3.5 Participant Eligibility. On a weekly basis, Sponsor (or Sponsor's designee) shall provide EDH a Participant eligibility file in the manner and in accordance with the criteria set forth in the Enrollment File Feed Requirements, attached hereto as Exhibit A. For the avoidance of doubt, breach of the preceding sentence by Sponsor shall be subject to the notice and cure requirements set forth in Section 5.2(b). Notwithstanding anything to the contrary herein, Sponsor shall maintain sole financial responsibility for any services provided to non -eligible Participants occurring as a result of Sponsor's (or its designee's): (a) untimely provision of an eligibility file to EDH; (b) failure to meet the requirements set forth in Exhibit A; or (c) inclusion of inaccurate information contained in any eligibility file. Additionally, Sponsor shall maintain sole financial responsibility for payment of any fees charged by Sponsor's vendors relating to the provision of Participant eligibility files to EDH in accordance with this Section 3.5. 3.6 Plan Incentives. Sponsor shall provide the financial incentives set forth in Exhibit B (the "Plan Incentives") to all Participants utilizing the Network for Covered Services. Any reductions to the Plan Incentives without the written consent of EDH shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4 of this Agreement, and EDH shall be fully and finally discharged and released from any such obligations. 3.7 Use of Marks. Sponsor and EDH each reserve the right to the control and use of their respective names, copyrights, symbols, trademarks, and service marks (the "Marks"). No Party shall use the other Party's Marks in advertising, promotional materials, or otherwise without the prior written consent of the Party owning such Marks. Sponsor will permit Sponsor's logo to be displayed in EDH's educational and promotional materials to current or prospective clients and EDH will permit EDH's logo to be displayed in Sponsor's educational and promotional materials, provided that: (a) any use of a Party's logo shall conform to the guidelines and specifications set forth by the Party owning such logo; and (b) each Party obtains the other Party's prior written consent in each instance. Notwithstanding the foregoing, within a reasonable amount of time after the Effective Date, the Parties will cooperate in the mutual approval and distribution of a press release announcing certain terms of this Agreement. -7- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE Fd`O%N L. BUTLER, CLERK 3.8 Plan Interpretation. EDH will administer and adjudicate Claims in accordance with this Agreement, but will have no discretionary authority to interpret or manage the Plan. Sponsor, and not EDH, shall be responsible for determining the benefits, premium rates, underwriting criteria, acquisition of reinsurance, and other procedures applicable to its programs, including the Plan. Sponsor, in its capacity as administrator of the Plan, shall be the final arbitrator and have the final authority and responsibility regarding interpretation, application, and competent administration of its programs, including the Plan, and may delegate such authority to a Plan Administrator. Accordingly, upon reasonable request of EDH, Sponsor or such Plan Administrator will resolve all ambiguities and disputes relating to the Plan Documents, eligibility of a Participant, Plan coverage, denial of Claims, or any other Plan interpretation questions reasonably posed by EDH. If adjudication of a Claim requires interpretation of ambiguous language in the Plan Documents, and Sponsor or its Plan Administrator has not previously indicated to the EDH the proper interpretation of the language, then Sponsor or its Plan Administrator will be responsible for resolving the ambiguity or any other dispute. In any event, Sponsor's or its Plan Administrator's decision as to any Claim (whether or not it involves a Plan ambiguity or other dispute) will be final and binding. 3.9 Plan Compliance. Except as set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Agreement, including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein, EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for legal advice and guidance. 3.10 Taxes. Sponsor or the Plan, as applicable, shall be responsible for the determination and reporting, and Participants shall be responsible for payment, of any applicable federal, state, and/or local tax responsibility, if any, incurred as a result of Sponsor's or the Plan's actions and/or the services provided by EDH under this Agreement. 3.11 Data Transfers. Sponsor shall use reasonable and generally accepted methods of encrypting Protected Health Information transmitted by Sponsor to EDH. ARTICLE 4. SCHEDULING, PRICING, AND PAYMENT 4.1 Participant Intake, Billing. Following Provider's initial review of Participant's medical records and information, and subject to a physical examination and medical assessment of Participant, as determined necessary by a Provider, a Provider will confirm to EDH whether or not, in Provider's independent medical opinion, Participant is a suitable candidate for Covered Services during an Episode of Care at a Provider's location, and Provider will advise EDH of the Diagnosis Case Code related to such Episode of Care. The Parties acknowledge and agree, subject to Section 4.11that it shall be in the Provider's sole discretion to determine whether or not any Covered Service is a Medically Necessary Service. If applicable, a Provider will establish treatment protocols for an Episode of Care and, if needed, the Provider will modify such protocols for a Participant. EDH shall confirm with Sponsor that Participant has met any obligations related to a Plan deductible. If necessary with respect to any Episode of Care, Sponsorshall use commercially reasonable efforts to assist EDH in obtaining such information from the Plan Administrator or other vendor of the Plan. Sponsor acknowledges and agrees that any of the following shall be billed by Providers to a Participant and/or the Plan, as applicable, through the Plan Administrator: (a) certain medical consultations and certain diagnostic testing provided in advance of a medical procedure to determine whether or not such procedure is a Medically -8- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTI =KATION ON LAST PAGE RYAN L. BUTLER, CLERK Necessary Service; (b) Convenience Items; and (c) any medical procedure or medical care that is not a Medically Necessary Service. 4.2 Participant Scheduling. Upon acceptance of a Participant by a Provider, EDH will verify the Participant's eligibility under the Plan to receive Covered Services. EDH will also coordinate and schedule Covered Services to be provided in connection with the anticipated Episode of Care among the Participant, the Provider(s) and, if applicable, any vendors of Travel Services, consistent with the Plan requirements mutually agreed by the Parties in writing. 4.3 Pricing. (a) Claims. Sponsor shall pay EDH the aggregate sum of all claims, fees, costs, expenses or other charges relating to an Episode of Care or potential Episode of Care (including, without limitation, emergency or urgent Medically Necessary Services rendered during but unrelated to an Episode of Care as described in Section 4.7) which are submitted to EDH by Providers, vendors of Travel Services, consistent with the Plan requirements mutually agreed by the Parties in writing, or any other provider of goods or services related to an Episode of Care or potential Episode of Care (each such claim, fee, cost, expense, or charge, a "Claim" and collectively, "Claims"), with the exception of those Claims subject to good faith dispute by Sponsor. Any Claim related to Medically Necessary Services rendered by a Provider shall be charged by EDH and paid by Sponsor according to the bundled rates or other pricing terms independently agreed to by EDH and the Provider. EDH shall invoice, and Sponsor shall pay, Claims in accordance with Section 4.5. (b) EDH Fees. In addition to payment for Claims, each month, Sponsor shall pay to EDH a fee equal to Four Dollars ($4.00) per eligible Employee of Sponsor (the "Network Use Fee"). During the first year of the Term, Sponsor shall receive a discount on the Network Use Fee. Accordingly, during the first year of the Term only, the Network Use Fee shall be Three Dollars ($3.00) per eligible Employee of Sponsor. Additionally, each month, Sponsor shall pay EDH a fee for EDH's educational and promotional communications services equal to Twenty -Five Cents ($0.25) per eligible Employee of Sponsor (the "Communications fee"). For clarity, the Communications Fee only covers those educational and promotional communications materials described in Section 3.4 of this Agreement. If Sponsor requests that EDH create or distribute educational and promotional communications materials in addition to those described in Section 3.4. Sponsor shall pay all reasonable costs and expenses actually incurred by EDH related to such request. The Network Use Fee and the Communications Fee shall be collectively referred to as the "EDH Fees." The EDH Fees shall be calculated each month based on the monthly weighted average of eligible Employees of Sponsor according to the Sponsor -provided eligibility files of the prior month. During any period in which Sponsor (or it's designee) fails to provide EDH with weekly eligibility files in accordance with Section 3.5, the EDH Fees shall be calculated based upon the number of eligible Employees of Sponsor in the most recent eligibility file received by EDH which complies with the terms of Section 3.5: provided, however, upon EDH's receipt of complete and accurate eligibility files for any such period of deficient eligibility file production, the EDH Fees for such period shall be recalculated by EDH, and Sponsor shall remain obligated to pay EDH the amount of any underbilled EDH Fees relating to such period. EDH shall invoice, and Sponsor shall pay, EDH Fees in accordance with Section 4.5. (c) Amendments to Plan. As of the Effective Date, the Plan Documents do not include any Plan Carveout. If at any time during the term of this Agreement the Plan Documents are amended to incorporate a Plan Carveout, then, during the period in which any such Plan Carveout is effective, the Network Use Fee specified in Section 4.3(b) shall be calculated as follows: Sponsor shall pay to EDH a fee equal to thirty- five percent (35%) of the aggregate sum of all Claims for that month. 4.4 EDH Savings Guarantee. (a) EDH Savings and Total Network Use Fee. Within sixty (60) days from the date of EDH's receipt of all Claims relating to Covered Services or Network Services administered or provided during the Term 9 � DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK (the "Report Date"), EDH will calculate and provide Sponsor with a tabulation of: (i) Sponsor's savings during the Term based on: (A) with respect to each Episode of Care during the Term, the difference between the actual Case Rate paid by Sponsor to EDH and the Comparable Case Rate for such Episode of Care; (B) Sponsor's savings attributable to avoided surgical complications of Participants (determined by EDH using the incremental frequency of complications occurring outside of the Network and the increase in procedure cost associated with such complications); and (C) Sponsor's savings attributable to avoided medical procedures (determined by EDH using the cost of procedures which were not performed by a Provider, but were otherwise recommended by a physician outside of the Network) (collectively, the "EDH Savings"); and (ii) the total amount of Network Use Fees paid by Sponsor during the Term pursuant to Section 4.3(b) (the "Total Network Use Fee"). (b) Guarantee Payment. If the calculation of EDH Savings described in Section 4.4(a) shows the EDH Savings to be less than two times (2x) the Total Network Use Fee, then EDH shall make payment to Sponsor in an amount equal to the difference between (i) two times (2x) the Total Network Use Fee and (ii) the EDH Savings. Such payment shall be made within thirty (30) days of the Report Date. if the calculation of EDH Savings described in Section 4.4(a) shows the EDH Savings to be in excess of two times (2x) the Total Network Use Fee, Sponsor shall not be entitled to any such payment from EDH. (c) Guarantee Reporting. On an annual basis, EDH shall provide Sponsor with a pro forma calculation of the EDH Savings and Total Network Use Fee for the purpose of tracking and evaluating the progress and performance of EDH under this Agreement. (d) Limitations. If Sponsor: (i) breaches Section 3.4 or Section 3.6 of this Agreement; or (ii) reduces the Plan Incentives without the written consent of EDH, such action shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from this Section 4.4. and EDH shall be fully and finally discharged and released from any such obligations. For the avoidance of doubt, EDH's obligations with respect to this Section 4.4 shall apply to the Term of this Agreement. 4.5 Invoicing and Payment. During the term of this Agreement, EDH will prepare and submit to Sponsor invoices fully disclosing and itemizing the amounts to be paid by Sponsor pursuant to the terms of this Agreement (each, an "Invoice"). Invoices including amounts related to Claims will be submitted by EDH to Sponsor on a weekly basis, and Invoices including amounts related to EDH Fees will be submitted by EDH to Sponsor on a monthly basis. Invoices including amounts related to Claims shall be paid by Sponsor not more than ten (10) days after Sponsor's receipt of such Invoices, and Invoices including amounts related to EDH Fees shall be paid by Sponsor not more than thirty (30) days after Sponsor's receipt of such Invoices. Sponsor will pay directly to EDH the amounts included in such Invoice via wire transfer or electronic funds transfer. After receiving payment from Sponsor, EDH will pay the appropriate Providers and vendors of Travel Services consistent with the Plan requirements mutually agreed by the Parties in writing. 4.6 Cancellation Prior to Medical Procedure. If a Participant, for any reason, is not admitted by a Provider, or if a Participant cancels a scheduled procedure at any time prior to performance of the Episode of Care, Sponsor shall be responsible for the cost of Provider's review of Participant's medical records, the cost of any pre -admission testing or treatment provided by a Provider, any expenses related to Travel Services, consistent with the Plan requirements mutually agreed by the Parties in writing and any other fees, costs, or expenses actually incurred (reduced by the amount of any amount of Participant responsibility received from the Participant). EDH will initiate the refund of any applicable amount of Participant responsibility received from the Participant within fifteen (15) business days of cancellation of the Episode of Care. Any charges to Sponsor pursuant to this Section 4.6 will be listed in an Invoice. 4.7 Urgent or Emergency Medical Services. If at any time during an Episode of Care, a Provider determines that any Medically Necessary Service must be performed on an urgent or emergency basis to -10- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK preserve the life or health of the Participant, Sponsor will be responsible for payment of the Provider's charges for any such Medically Necessary Service as part of the Episode of Care. The amounts of such charges will be calculated and charged by EDH according to the pricing terms set forth in the agreement between EDH and the Provider, and any such charges will be listed in an Invoice to Sponsor. If any such urgent or emergency Medically Necessary Services are provided to a Participant by a health care provider outside of the Network, charges for such services may be billed by such health care provider through the Plan Administrator. 4.8 Elective Changes by Participant. This Agreement does not permit requests of non -Covered Services by a Participant after a Provider has accepted Participant. Any request by Participant to Provider for such non -Covered Services and Provider's decision to render such non -Covered Services shall be considered outside of the Network and not subject to the scope of this Agreement. EDH shall have no obligation or responsibility with respect to such non -Covered Services. 4.9 Termination of an Episode of Care. EDH's obligations under this Agreement extend only through the end of an Episode of Care. In the event a Participant's Episode of Care extends more than ten (10) days beyond its anticipated duration, EDH shall notify Sponsor, and EDH and Sponsor shall use good faith efforts to mutually agree upon a medically appropriate solution for the transition of coverage for the Participant's care. In any event, if an Episode of Care extends thirty (30) days beyond the date the Participant was originally admitted to the facility, the Episode of Care will be considered terminated. EDN shall have no obligations or liability with respect to services rendered by a Provider after the termination of an Episode of Care. Payment for any services rendered by a Provider after the termination of an Episode of Care shall be the responsibility of Participant, Sponsor, or the Plan, as applicable. 4,10 Proof of Participant Financial Responsibility. EDH or a Provider may require proof of a Participant's ability to pay for non -Covered Services requested or required during an Episode of Care. Such assurance may take the form of proof of coverage under the Plan or a deposit, surety, or letter of credit in such amount as reasonably required. 4.11 Disputes Regarding Adjustments to Price. In the event that Sponsor makes a factually supported assertion that a physician -initiated urgent or emergency service was not a Medically Necessary Service, EDH will retain an independent arbitrator having appropriate clinical expertise for the purpose of determining the medical necessity of such care. EDH will require Provider to supply to the arbitrator such Participant's medical records as the arbitrator may reasonably request. If the arbitrator determines that all or a portion of such care was not a Medically Necessary Service, the charges associated with such care will be canceled or reduced pro -rata with such determination. Each party to the arbitration will bear its respective arbitration expenses and each will pay its pro -rata portion of the arbitrator's charges and expenses. The arbitrator's decision shall be final and binding upon Sponsor. 4.12 Delinquent Payment. If Sponsor fails to pay EDH any amount due to a Provider (with the exception of amounts relating to Claims subject to good faith dispute by Sponsor) within sixty (60) days following Sponsor's receipt of an Invoice itemizing such amount, EDH will notify Sponsor and the Provider of such failure, and will engage in good faith efforts to facilitate resolution of any payment issues or disputes with respect to such amounts. If EDH is unable to resolve such payment issues or disputes within thirty (30) days of such engagement, EDH will notify Sponsor and the Provider, and the Provider may terminate its agreement with EDH with regard to Sponsor failing to make payment. The Provider may then seek to recover payment for such undisputed amounts due directly from Sponsor. In such event, Sponsor will lose the benefit of any contractual rates set forth in EDH's agreements with the Provider, and Sponsor will be responsible for the full amount of the Provider's billed charges. This provision is in addition to, and not in lieu of, any other rights and remedies available to EDH under this Agreement, at law, or in equity. -11- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 4.13 Past Due Accounts. With the exception of amounts subject to good faith dispute by Sponsor, past due amounts will be subject to the applicable state default interest rate. 4.14 Intermediary Status. To the extent required under applicable law pertaining to third party administrators: (a) payments received by EDH on behalf of Sponsor from Providers, vendors of Travel Services, meeting the Plan requirements mutually agreed by the Parties in writing, Participants, or other parties shall be deemed to have been received by Sponsor, and (b) EDH's payment of any amounts on behalf of Sponsor to Providers, vendors of Travel Services, meeting the Plan requirements mutually agreed by the Parties in writing, Participants, or other parties shall not be deemed payment to said parties until payments are received by those parties, ARTICLE 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence as of the Effective Date and shall remain in effect for four (4) years (the "Initial Term"). Following the Initial Term, this Agreement may be renewed at the sole option of Sponsor for one (1) two-year period (if elected by Sponsor, the "Renewal Term") by providing EDH written notification of such renewal to EDH not less than sixty (60) days prior to the end of the Initial Term. The Initial Term and Renewal Term, if applicable, shall be collectively referred to herein as the "Term". 5.2 Termination. (a) Termination for Convenience. This Agreement may be terminated by Sponsor for any reason, or no reason whatsoever, upon advance written notice of termination from Sponsor to EDH, as follows: (i) if notice of termination is made prior to the second anniversary of the Effective Date: (A) termination shall not be effective until 180 days following such notice to EDH and (B) such notice of termination shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4thus fully discharging and releasing EDH from such obligations; and (ii) if notice of termination is made after the second anniversary of the Effective Date: (A) termination shall not be effective until 90 days following such notice to EDH, and (B) such notice of termination shall reduce EDH's payment obligation, if any, pursuant to Section 4.4(b) (i.e., EDH shall only be obligated to make payment pursuant to Section 4.4(b) if the calculation of EDH Savings set forth in Section 4.4(a) shows the EDH Savings to be less than the amount of the Total Network Use Fee, and the amount of any such payment, if applicable, shall be equal to the difference between the Total Network Use Fee and the EDN Savings). Notwithstanding anything herein to the contrary, Sponsor shall not be permitted to give notice of termination or terminate this Agreement pursuant to this Section 5.2(a) prior to the first anniversary of the Effective Date. (b) Termination for Cause. Either Party may terminate this Agreement for cause upon written notice to the other Party specifying the nature of such cause for termination. For purposes of this Agreement, "cause" shall be construed to mean: (i) a material misrepresentation made by one Party to the other Party relating to this Agreement; or (ii) a material breach of an provision, term, or obligation by either Party set forth in this Agreement that is not cured within thirty (30) days of written notice of such breach or, if such cure cannot be reasonably achieved during such thirty (30) day period, reasonable steps to cure are not undertaken and diligently and continuously pursued. For the avoidance of doubt, the Parties must fulfill all lawful obligations with respect to the administration of services pursuant to this Agreement during any period of ongoing cure. (c) Termination for Insolvency. This Agreement shall terminate, without notice: (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either Party's debts; (ii) upon either Party making an assignment for the benefit of creditors; or (iii) upon either Party's dissolution or ceasing to do business. -12- 1� DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK (d) Mutual Termination. The Parties may agree to mutually terminate this Agreement in writing executed by both parties. The terms of any such mutual termination shall be mutually agreed in writing, including whether or not such termination shall constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4. (e) Termination in Regards to FS. 28Z135. EDH certifies that it and those related entities of EDH 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, EDH certifies that it and those related entities of EDH 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. Sponsor may terminate this Agreement if EDH 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. Sponsor may terminate this Agreement if EDH, 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. 5.3 Effect of Termination. Termination or expiration of this Agreement for any reason shall not affect the obligation of any Party to pay any amount due that arose prior to the effective date of such termination or expiration or to perform any duty that arose prior to the effective date of such termination or expiration. Upon termination or expiration of this Agreement for any reason, each Party shall discontinue representing that it is affiliated with the other Party. 5.4 Continuity of Care. In the event of termination or expiration of this Agreement for any reason, EDN shall continue to satisfy all of its obligations under this Agreement relating to the medical procedure or other care of any Participant which was scheduled or coordinated by EDH on or before the effective date of such termination or expiration but was not to be completed until after the effective date of such termination or expiration. The continuing obligations of EDH shall cease when any such Participant has been discharged and medically released by a Provider for return to the Participant's home location or another appropriate medical provider or facility. Sponsor shall be responsible for paying to EDH any Claims and/or EDH Fees incurred as a result of the services rendered after termination or expiration of this Agreement. 5.5 No Solicitation of Providers. During the term of this Agreement and for a period of twelve (12) months after termination or expiration of the Agreement, Sponsor agrees that it will not: (a) enter into a contract directly with any Provider; (b) solicit or attempt to solicit any Provider; or (c) divert or attempt to divert any Provider away from EDH for purposes of contracting directly with Sponsor for the provision the services provided under this Agreement. ARTICLE 6. RECORDKEEPING, AUDIT RIGHTS, AND CONFIDENTIALITY 6.1 Recordkeepine. EDH shall retain all books and records relating to EDH's performance of its obligations under this Agreement, including medical records and records pertaining to EDH Fees and Claims payments, and shall provide access to such books, records, and information for a minimum period of seven (7) years following the provision of services under this Agreement to any Participant or such longer period of time as may be required by applicable state or federal law. Applicable state or federal regulatory authorities shall have access to such books and records for the purposes of examination, audit, and inspection. Notwithstanding anything to the contrary in this Section 6.1, in the event EDH and Sponsor terminate this Agreement for any -13- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK reason, EDH may, by written agreement with Sponsor, transfer all records to another third party administrator rather than retain them for seven (7) years. In such instance, the new third party administrator shall acknowledge, in writing, that it is responsible for retaining the records of EDH as required in this Section 6.1. Sponsor shall reimburse EDH for reasonable costs incurred in retaining or tendering such records. 6.2 Audit Rights. EDH shall permit Sponsor to conduct site visits, audits, and inspect the books, records, and information of EDH relating to EDH's provision of services under this Agreement. Such access and inspection shall be provided by EDH during normal business hours and within thirty (30) days after such request is made in writing to EDH. Sponsor shall be responsible for the reasonable, actual out-of-pocket expenses of retrieving, copying, or transmitting such records. To the extent Sponsor requires the review or audit of the operations of EDH, Sponsor shall comply with the requirements of applicable laws pertaining to third party administrators. Accordingly, all information and documentation related to any visit, audit, and/or inspection of EDH by Sponsor pursuant to this Section 6.2 must remain on file with Sponsor for at least five (5) years from the date of such visit, audit, or inspection, and, upon request of any regulatory official governing EDH's licensure as a third party administrator, Sponsor shall provide such official all such information. 6.3 Confidentialitv. (a) Limitations on Confidential Information. Either Party may, in the course of the relationship established by this Agreement, disclose to the other Party confidential, non-public information including, without limitation, such Party's pricing, methodologies, fee schedules, volume of business, methods, systems, practices, plans, and/or other confidential or proprietary information (collectively "Confidential Information"). Confidential Information shall not be deemed to include any information which: (1) is or becomes generally known to the public not as a result of a disclosure by the receiving Party or its Representatives; (2) is already known by the receiving Party on a non -confidential basis prior to disclosure by the disclosing Party; (3) is received by the receiving Party from a third party without restriction on disclosure and without breach of any confidentiality agreement by such third party; or (4) is independently developed by the receiving Party without reliance upon the disclosing Party's information. Each Party shall hold all Confidential Information of the other Party in strict confidence. Each Party shall use, and shall cause each of its agents, subcontractors, employees, service providers, advisors, or auditors ("Representatives") to use, all commercially reasonable means (in any case, not less than reasonable care) to safeguard the confidentiality of all Confidential Information of the other Party in the same manner that the Party safeguards its own confidential and/or proprietary information. Each Party shall not, without prior written consent of the other Party: (a) use any Confidential Information of the other Party for any purpose other than as necessary to perform such Party's obligations under this Agreement or to exercise such Party's rights hereunder; or (b) disclose any Confidential Information of the other Party to any third party other than to such Party's Representatives who: (i) have a need to know such Confidential Information to perform such Party's obligations under this Agreement or to exercise such Party's rights hereunder; (ii) who are informed of the confidential nature of the Confidential Information; and (iii) are bound by obligations of confidentiality at least as stringent as the confidentiality provisions in this Agreement. The receiving Party shall remain liable for any breach of confidentiality by such Representatives. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Sponsor disclose EDH's Confidential Information to any third party administrator, insurance company, data warehouse vendor, health benefit plan (other than the Plan), health benefit plan sponsor (other than Sponsor), health care provider, or any person or entity which provides claims settlement, case management, health benefit navigation, health care coordination, and/or physician or facility "center of excellence" planning or coordination services, without the prior written approval of EDH. If either Party receives a request or demand to disclose all or any part of the Confidential Information of the other Party under the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the United States or of any other jurisdiction, or otherwise, the Party receiving such request agrees to promptly notify the other Party, to the extent legally permitted, of the existence, terms and circumstances surrounding the request so that the Party whose Confidential Information is subject to the request may, at its option, seek -14- M DocuSign Envelope ID: 29EAB906-19364BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK a protective order or other appropriate relief or remedy. If a protective order or other remedy is not timely sought or obtained, the Party subject to the request shall furnish only that portion of the Confidential Information which is legally required and such Party shall use all reasonable efforts to ensure that confidential treatment shall be accorded such Confidential Information. (b) Participant Records. All medical, billing, and other records regarding Participants shall be kept confidential by EDH, in accordance with applicable state and federal laws, including HIPAA, and the Business Associate Agreement to the extent applicable. EDH shall share such information internally only with those having a need to know such information and shall advise any such persons of their confidentiality obligations. 6.4 HIPAA Compliance. EDH may receive Protected Health Information from Sponsor, Participants, the Plan, the Plan Administrator, and/or other vendor of the Plan. EDH shall comply with HIPAA and with the provisions of that certain business associate agreement executed by Sponsor and EDH, which is attached to this Agreement as Exhibit C and incorporated herein by reference (the "Business Associate Agreement"). Without limiting the foregoing, the Parties shall coordinate delivery and execution of any future agreements which may be required pursuant to HIPAA or other applicable law to allow Sponsor, the Plan, the Plan Administrator, and/or other vendor of the Plan to transfer relevant Protected Health Information to EDH. 6.5 Survival. The provisions of this Article 6 shall survive any termination or expiration of this Agreement_ ARTICLE 7. INDEMNIFICATION AND LIMITATION OF LIABILITY 7.1 Indemnification. (a) EDH Indemnification. EDH shall indemnify, defend, and hold harmless Sponsor and Sponsor's past, present, and future affiliates, governing persons, officers, equity owners, directors, employees, agents, and contractors ("Sponsor Indemnitees") from and against the full amount of any and all liabilities, losses, penalties, fines, damages, costs, and expenses (including court costs and reasonable attorneys' fees) (collectively, "Losses") incurred or suffered by Sponsor Indemnitees with respect to any and all claims, controversies, suits, legal actions, demands, or proceedings (including mediation proceedings), whether civil, criminal, investigative, administrative, or legislative, asserted, initiated, filed, claimed, or otherwise pursued by a third party arising from or caused by: (i) the breach of any term, covenant, agreement, condition, representation, or warranty under this Agreement by EDH; or (ii) the negligence or willful misconduct of EDH; provided however, EDH's indemnification obligation under this Section 7.11a) shall not apply to the extent any such Losses incurred by Sponsor Indemnitees are caused by a breach of this Agreement or the negligence or willful misconduct of Sponsor Indemnitees. (b) Sponsor Indemnification. Subject to the limitations set forth in section 768.28, Florida Statutes, Sponsor shall indemnify, defend, and hold harmless EDH and EDH's past, present, and future affiliates, governing persons, officers, equity owners, directors, employees, agents, and contractors ("EDH Indemnitees") from and against the full amount of any and all Losses incurred or suffered by EDH Indemnitees with respect to any and all claims, controversies, suits, legal actions, demands, or proceedings (including mediation proceedings), whether civil, criminal, investigative, administrative, or legislative, asserted, initiated, filed, claimed, or otherwise pursued by a third party arising from or caused by: (i) the breach of any term, covenant, agreement, condition, representation, or warranty under this Agreement by Sponsor, or (ii) the negligence or willful misconduct of Sponsor; provided however, Sponsor's indemnification obligation under this Section 7IM shall not apply to the extent any such Losses incurred by EDH Indemnitees are caused by a breach of this Agreement or the negligence or willful misconduct of EDH Indemnitees. -15- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974FOo293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 7.2 Disclaimer of Damages; Limitation of Liabilitv. (a) Disclaimer of Damages; Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 7.2 b BELOW, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES (INCLUDING LOST BUSINESS, PROFITS, OR GOODWILL) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN EXHIBIT, AMENDMENT, AND/OR ADDENDUM, REGARDLESS OF WHETHER THE CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE, AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT, AN EXHIBIT, AMENDMENT, AND/OR ADDENDUM AND WITH RESPECT TO THE SERVICES PROVIDED PURSUANT THERETO EXCEED THE AMOUNT OF NETWORK USE FEES ACTUALLY PAID BY SPONSOR TO EDH UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS. THE FOREGOING DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. (b) Exceptions. The disclaimer of damages and limitation of liability in Section 7.2(a) above in no way limit either Partys liability or any rights and/or remedies either Party may have with respect to: (i) Sponsor's breach of any obligation to pay EDH any amount due under this Agreement, including, without limitation, Sponsor's obligation to pay Claims and EDH Fees; (ii) EDH's breach of its obligation to provide setoff or payment to Sponsor pursuant to Section 4.4(b) of this Agreement; (iii) Sponsor's breach of its obligations set forth in Section 3.11 of this Agreement; (iv) Sponsor's breach of its obligations set forth in Section 3.3 of this Agreement; (v) either Partys breach of its obligations set forth in Section 6.3 of this Agreement; (vi) either Partys breach of its obligations set forth in the Business Associate Agreement; or (vii) either Party's willful misconduct or fraud. 7.3 Survival. The provisions of this Article 7 shall survive any termination or expiration of this Agreement. ARTICLE 8. DISPUTE RESOLUTION 8.1 Dispute Resolution Procedure. (a) Negotiation. In the event any dispute arises between the Parties under or concerning this Agreement, or the breach thereof (a "Dispute"), the Parties will meet and confer in good faith and attempt to resolve the Dispute. If the Parties do not resolve the Dispute within thirty (30) days of the first meeting, then either Party may, by providing written notice, require both Parties to submit the dispute to mediation. (b) Venue. If the negotiation and/or mediation described in Section 8.1(a) does not resolve the Dispute, and if any Party wishes to pursue the Dispute, the location for such dispute, arising out of or relating to any part of this Agreement, or any breach hereof, as well as any litigation between the parties, shall be Indian River County, Florida for claims brought in state court, and the Ft. Pierce District of the Southern District of Florida for those claims justiciable in federal court. Each Party shall bear its respective expenses and each shall pay its pro -rata portion of any mediator's charges and expenses. (c) Waver of Trial bvJurv. TO THE EXTENT PERMITTED BYLAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER ORIN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. -16- p^ r �r"y DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 8.2 Participant Complaint Resolution. EDH will maintain a written procedure to provide timely response to and resolution of any Participant's inquiries, complaints, and grievances in connection with the Network, Network Services, Providers, or any Episode of Care. 8.3 Survival. The provisions of this Article 8 shall survive any termination or expiration of this Agreement. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Relationship of the Parties. The sole relationship between the Parties to this Agreement is that of independent contractors. This Agreement does not create a joint venture, partnership, agency, employment, or other relationship between the Parties, and neither Party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, on behalf of the other Party except as provided expressly in this Agreement. 9.2 Compliance with Healthcare Laws. By entering into this Agreement, the Parties specifically agree to comply with all applicable laws, rules, and regulations, including: (a) the federal Anti -kickback Statute (42 U.S.C. § 1320a-7b(b)); (b) the federal Stark Law (42 U.S.C. § 1395nn) and any analogs under applicable state law; and (c) any applicable state or federal privacy laws. Accordingly, no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services, nor are the payments arising hereunder intended to induce illegal referrals of business. 9.3 Authority to Bind. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation; (b) it has the full power and authority to execute and deliver this Agreement and to perform all of its obligations under this Agreement; (c) the provisions of this Agreement and the performance by the Party of its obligations under this Agreement are not in conflict with its organizational documents or any other agreement to which it is a party or by which it is bound; and (d) each person executing this Agreement has the full authority and capacity to bind the applicable Pa rty. 9.4 Negotiated Agreement. Each Party acknowledges and agrees that the terms and language of this Agreement were the result of negotiations among the Parties, and that each Party had the opportunity to seek advice from counsel of its choosing. As a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular Party. 9.5 Amendments. This Agreement shall only be amended with the mutual written consent of both Parties. 9.6 Exhibits. All exhibits and addenda to this Agreement are an integral part of this Agreement and are incorporated into this Agreement by this reference and made a part hereof for all purposes. 9.7 Entire Agreement. This Agreement and the Exhibits and Addenda attached hereto constitute the entire understanding between the Parties. Any prior agreements, negotiations, commitments, and understandings, whether oral or written, with respect to the subject matter of this Agreement, not expressly set forth herein, are not valid or binding on either Party. 9.8 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement. -17- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 9.9 Assignment. This Agreement shall not be assigned, transferred, or conveyed without the prior written consent of the other Party, but such consent shall not be unreasonably withheld or delayed. 9.10 Waiver of Rights. The failure of either Party to enforce any term or provision of this Agreement shall not be construed as a waiver of such provision or of the right of such Party to enforce the same or any other provision. 9.11 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida without regard to any state choice of law statutes. 9.12 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth. 9.13 Notices. Any notice, request, demand, or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered by hand and receipted for by the Party to whom such notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed; (c) if sent by reputable overnight courier and receipted for by the Party to whom such notice or other communication shall have been directed; or (d) if sent by electronic mail, upon confirmation of receipt from the Party to whom such notice or other communication was directed. The addresses for such notices or communications shall be as set forth below: To Sponsor: To EDH: Indian River County, Florida Employer Direct Healthcare, LLC Attn: Anne Boyll, Human Resources Attn: Legal Department Director 2100 Ross Avenue, Suite 550 180127th Street, Vero Beach, FL 32960 Dallas, Texas 75201 Email: sboyll@ircgov.com Email: Legal@edhc.com 9.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. This Agreement may be executed and delivered by electronic transmission. 9.15 Force Maieure. EDH shall not be liable for any failure, inability, or delay to perform hereunder, if such failure, inability, or delay is due to an act of god, war, strike, fire, explosion, sabotage, pandemic, accident, casualty, or any other cause beyond the reasonable control of EDH, provided due diligence is used by EDH in curing such cause and in resuming performance. 9.16 Rights and Remedies. Unless expressly limited by this Agreement, the rights and remedies of the Parties provided for in this Agreement are in addition to any other rights and remedies provided by law. 9.17 E-Veri . Under Executive Order 11-116, and Section 448.095, Fla. Stat., effective July 1, 2020, EDH shall use the U.S. Agency of Homeland Security's E -Verify system, https://e-verifv.uscis.eov/emr)to verify the employment eligibility of all EDH employees hired during the term of this Agreement. EDH must obtain an affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a -18- r . ry. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK copy of such affidavit for the duration of the Contract. Upon written request of Sponsor, EDH must provide a copy of its DHS Memorandum of Understanding (MOU) to Sponsor. This section serves as notice to EDH regarding the requirements of section 448.095, F.S., specifically sub -paragraph (2)(c)1, and Sponsor's obligation to terminate this Agreement if it has a good faith belief that EDH has knowingly violated section 448.09(1), F.S. [Signature page follows] -19 0 - DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the duly authorized representatives. EMPLOYER DIRECT HEALTHCARE, LLC Docuftmd by: By: Name: Michael Sigmund Title: chief commercial officer INDIAN RIVER COUNTY, FLORIDA By: Nar4* /Joseph E. Flescher Title: — Chairman APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY DYLAN REINGOLD COUNTY ATTORNEY Atbs* It &dk Ckwk of Cain � O�q CNAt SIGNATURE PAGE TO SURGERYPLUS SERVICES AGREEMENT jw DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE REGULATORY ADDENDUM RYAN L. BUTLER, CLERK This Regulatory Addendum shall apply only if, to the extent, and for so long as, EDH or its successor is subject to state insurance laws applicable to third party administrators and to the extent that any of the administrative services provided by EDN to Sponsor are subject to such laws. The provisions of this Regulatory Addendum are only applicable if, and to the extent that, EDH is performing services under the Agreement that apply to that particular provision. If EDH shall not perform services that apply to a given provision, then such provision shall have no force or effect. (For example, if EDH does not collect premiums or contributions, then any provisions specifying requirements related to premium collection would not be applicable, and EDH would not be obligated to establish a fiduciary account to hold premiums collected.) Additionally, if EDH is not licensed as a producer, then EDH shall not perform services as a producer, and no provision referring to such services, to insurance commissions, or referring to payment of insurance commissions herein shall apply to EDH. 1. Georgia. If Sponsor authorizes EDH to receive premiums or contributions, Sponsor shall follow all the Georgia applicable third party administrator laws regarding receipts and disbursements of premiums and contributions. 2. Florida. Sponsor's payments to health care providers must include an explanation of services being reimbursed, which includes, at a minimum: (1) for payments to non -capitated providers, the patient's name, the date of service, the procedure code, the amount of reimbursement, and the identification of the plan on whose behalf the payment is being made; and (2) for capitated providers, the number of patients covered by the contract, the rate per patient, the total amount of the payment, and the identification of the plan on whose behalf the payment is being made. 3. Kansas. To the extent applicable if the services specified in the Agreement provide for payment of claims, all claims paid by EDH from funds collected on behalf of or for Sponsor shall by paid only as authorized by the Sponsor. Payments from a claims paying account maintained or controlled by EDH may be made for the following purposes including the payment of claims: (1) Payment of valid claims; (2) payment of expenses associated with the handling of claims to EDH or to other service providers approved by the Sponsor; (3) remittance to the Sponsor, or transfer to a successor administrator as directed by the Sponsor, for the purpose of paying claims and associated expenses; and (4) return of funds held as collateral or prepayment, to the person entitled to those funds, upon a determination by the Sponsor that those funds are no longer necessary to secure or facilitate the payment of claims and associated expenses. 4. Michigan. The Parties desire to supplement the Agreement to specifically reference certain provisions of Michigan law applicable to third party administrators and to comply with those laws to the extent applicable and not preempted by federal law, as follows: In Michigan, Sponsor shall provide written notice to each individual covered by the Plan of the following information with respect to services provided by EDH in relation to the Plan: (a) what benefits are being provided; (b) of changes in benefits; (c) the fact that individuals covered by the Plan are not insured or are only partially insured, as the case may be; (d) if the Plan is not insured, the fact that in the event the Plan or Sponsor does not ultimately pay medical expenses that are eligible for payment under the Pian for any reason, the individuals covered by the plan may be liable for those expenses; (e) the fact that the EDH or any third party administrator merely processes claims and does not insure that any medical expenses of individuals covered by the Plan will be paid; (f) the fact that complete and proper claims for benefits made by individuals covered by the Plan will be promptly processed but that in the event there are delays in processing claims, the individuals 4 DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK covered by the Plan shall have no greater rights to interest or other remedies against the EDH or any third party administrator than as otherwise afforded them by law. Sponsor's required written notice shall be promptly displayed in the summary plan description or elsewhere in the Plan Documents, and shall be communicated to individuals covered by the benefit plan within sixty (60) days from the date their coverage becomes effective, upon each republication of the summary plan description, and in any case not less than every five (5) years in a manner calculated to be received and understood by the average individual covered by the benefit plan. 5. Nevada. The Parties desire to supplement the Agreement to specifically reference certain provisions of Nevada law applicable to third party administrators and to comply with those laws to the extent applicable and not preempted by federal law, as follows: 683A.0868 If EDH establishes a panel of providers of health care or contracts with an organization that establishes a panel of providers of health care, EDH shall not charge a provider of health care or such an organization: (a) any fee to include the name of the provider of health care on the panel; or (b) any other fee related to establishing the provider of health care as a provider on the panel. If EDH violates this provision, EDH shall pay to the provider of health care or organization, as appropriate, an amount that is equal to twice the fee charged to the provider of health care or the organization. A court shall award costs and reasonable attorney's fees to the prevailing party in any action brought to enforce this provision. In addition to any such relief, if EDH violates this provision, the Nevada Division of Insurance shall require EDH to suspend the prohibited activities until EDH, as determined by the Nevada Division of Insurance: (a) complies with the provisions of this section; and (b) refunds to all providers of health care or organizations, as appropriate, all fees obtained by EDH in violation of this provision. 683A.405 EDH shall, upon a contracted provider's request, submit to the provider at the time the contract is made a copy of the schedule of payments applicable to that provider, or at any other time within seven (7) days of a provider's request. 683A.087 EDH may advertise the insurance which it administers, if any, only after it receives the approval of Sponsor. 683A.0873(1) EDH shall maintain at its principal office adequate books and records of all transactions between itself, Sponsor and the individuals covered by the plan. The books and records must be maintained in accordance with prudent standards of recordkeeping for insurance and with regulations of the Commissioner of the Nevada Division of Insurance ("Commissioner"j for a period of five (5) years after the transaction to which they respectively relate. After the five (5) year period, EDH may remove the books and records from Nevada, store their contents on microfilm or return them to Sponsor. 683A.0873(2) The Commissioner may examine, audit and inspect books and records maintained by EDH under the provisions of this section to carry out the provisions of NRS 6796.230 to 67913.300, inclusive. 683A.0873(3) The names and addresses of persons covered by the plan or any other material which is in the books and records of EDH are confidential except when used in proceedings against EDH. 0'. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 683A.0873(4) Sponsor may inspect and examine all books and records to the extent necessary to fulfill all contractual obligations to insured persons, subject to restrictions in the written agreement between Sponsor and EDH. 683A.0877(1-7) The following pertains to fiduciary accounts, to the extent applicable: 1. All insurance charges and premiums collected by EDH on behalf of Sponsor and return premiums received from Sponsor are held by EDH in a fiduciary capacity. 2. Money must be remitted within fifteen (1S) days to the person or persons entitled to it or be deposited within fifteen (15) days in one or more fiduciary accounts established and maintained by EDH in a bank, credit union or other financial institution in this state. The fiduciary accounts must be separate from the personal or business accounts of EDH. 3. If charges or premiums deposited in an account have been collected for or on behalf of more than one plan sponsor, EDH shall cause the bank, credit union or other financial institution where the fiduciary account is maintained to record clearly the deposits and withdrawals from the account on behalf of each sponsor. 4. EDH shall promptly obtain and keep copies of the records of each fiduciary account and shall furnish any sponsor with copies of the records which pertain to him upon demand of the Sponsor. 5. EDH shall not pay any claim by withdrawing money from the fiduciary account in which premiums or charges are deposited. 6. Withdrawals must be made as provided in the agreement between Sponsor and EDH for: a. Remittance to the Sponsor b. Deposit in an account maintained in the name of the Sponsor c. Transfer to and deposit in an account for the payment of claims d. Payment to a group policyholder for remittance to the insurer entitled to the money e. Payment to EDH for commission, fees or charges f. Remittance of return premiums to persons entitled to them EDH shall maintain copies of all records relating to deposits or withdrawals and, upon the request of Sponsor, provide Sponsor with copies of those records. 683A.0879(1-8) EDH shall approve or deny health claims within thirty (30) days of receipt and shall pay claims within thirty (30) days of approval. If EDH requires additional information to approve or deny a claim, EDH shall notify the claimant of the request for additional information within twenty (20) days after receipt of the claim. EDH shall notify the provider of all the specific reasons !�y DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK for the delay. EDH shall approve or deny the claim within thirty (30) days of receiving additional information, and, if the claim is approved, pay the claim within thirty (30) days of receiving additional information. Interest on claims that are not paid shall equal prime rate at the largest bank in Nevada as determined by the Commissioner of Financial Institutions on January 1 or July 1, plus six percent (6%), calculated from thirty (30) days after the date on which the claim is approved until the claim is paid. Claimants shall not be requested to resubmit information already provided, unless a legitimate reason is provided and the purpose is not to delay payment, harass the claimant, or discourage filing of claims. EDH shall not pay only a part of a claim that has been approved and is fully payable. A court shall award costs and reasonable attorney's fees to the prevailing party in an action brough pursuant to this section. Payment of interest for the late payment of an approved claim may be waived only if the payment was delayed because of an act of God or other cause beyond the control of EDH. The Nevada Commission of Insurance may require EDN to provide evidence which demonstrates that EDH has substantially complied with the requirements set forth in this section, including payment within thirty (30) days or at least ninety-five percent (95%) of approved claims or at least ninety percent (90%) of the total dollar amount for approved claims. If the Nevada Commission of Insurance determines that EDH is not in substantial compliance with the requirements set forth in this section, EDH may be required to pay an administrative fine in an amount to be determine by the Nevada Commission of Insurance. 683A.088 Each claim paid by EDH from money collected for or on behalf of Sponsor must be paid by a check or draft upon and as authorized by Sponsor. 683A.0883(1-2) (1) The compensation paid to EDH for its services may be based upon premiums or charges collected, on number of claims paid or processed oron another basis agreed upon by EDH and Sponsor, except as provided in subsection (2) below. (2) Compensation paid to EDH may not be based upon or contingent upon: (a) The claim experience of the policies which it handled; (b) The savings realized by EDH by adjusting, settling or paying the losses covered by Sponsor 6. New Jersev. The Parties desire to supplement the Agreement to specifically reference certain provisions of New Jersey law applicable to third party administrators and to comply with those laws to the extent applicable and not preempted by federal law, as follows: NJRS 17B:27B-6 The Agreement shall be retained as part of the official records of EDH for the NJAC 11:23-3.1(b) duration of the Agreement and for five years thereafter. NJRS 178:276-6(a) EDH will provide Sponsor the services described in the Agreement and will be NJAC 11:23-3.1(c)(1) compensated as stated in the Agreement. NJRS 1713:2713-6(b) Sponsor will be responsible for the provision of enrollment and eligibility NJAC 11:23-3.1(c)(2)(i) information to EDH. NJRS 1713:2713-6(b) Sponsor will be responsible to EDH to arrange for a preliminary or escrowed NJAC 11:23-3.1(c)(2)(ii) deposit of funds by Sponsor as described in the Agreement, if any. NJRS 176:2713-6(b) Sponsor will be responsible for the transmittal of funds from Sponsor to EDH NJAC 11-.23-3.1(c)(2)(iii) for the purpose of paying claims as described in the Agreement. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK MRS 17B:27B-6(b) Sponsor will be responsible for notifying EDH of modifications in the NJAC 11:23-3.1(c)(2)(iv) Sponsor's benefit plans. MRS 17B:27B-6(b) Sponsor will be solely responsible for the cost of any ineligible claims paid by NJAC 11:23-3.1(c)(2)(v) EDH. MRS 17B:27B-6(b) Sponsor will be solely responsible for any liability incurred on account of any NJAC 11:23-3.1(c)(2)(vi) overdue payments by EDH. MRS 17B:27B-6(b) Sponsor will be solely responsible for procuring any reinsurance or stop -loss NJAC 11:23-3.1(c)(2)(vii) insurance relative to the benefit plans under the Agreement. NIRS 17B:27B-6(c) EDH will maintain appropriate back-up systems against the loss of the NJAC 11:23-3.1(c)(3)(i) records. MRS 178:276-6(c) NJAC 11:23-3.1(c)(3)(ii) EDH will establish and maintain appropriate financial controls. MRS 17B:27B-6(c) Sponsor may at its sole expense employ an outside auditor to conduct any NJAC 11:23-3.1(c)(3)(iii) claims audit under the Agreement. MRS 1713:276-6(c) EDH hereby represents and warrants to Sponsor that EDH has, and during the NJAC 11:23-3.1(c)(3)(iv) term of the Agreement will maintain, general liability insurance, valuable papers insurance, errors and omissions coverage, and such other coverage as required under NJAC 11:23-3.1(c)(3)(iv) in connection with EDH's performance of its obligations under the Agreement. MRS 17B:27B-6(c) EDH will make all records referred to the Agreement, including, without NJAC 11:23-3.1(c)(3)(v)&(vi) limitation, claims disbursements and experience records, available for the Sponsor's inspection from time to time during normal business hours. In addition, the claims disbursements and experience records will be available at Sponsor's request, including monthly reports if requested. NJAC 11:23-3.1(c)(3)(vii) To the extent applicable, EDH will prepare and provide to Sponsor all the data for any prompt -pay reports as may be required for Sponsor to comply with New Jersey law. No prompt -pay penalties are provided for under the Agreement. MRS 1713:2713-7(b) Sponsor shall own the records generated by EDH pertaining to Sponsor, NJAC 11:23-3.2(b) except that EDH shall retain the right to continuing access to books and records to permit EDH to fulfill all of its contractual obligations to Sponsor. MRS 17B:27B-7(c) If the Agreement is canceled, EDH may, with the written agreement of NJAC 11:23-3.2(c) Sponsor, transfer all records to a new administrator instead of retaining them for five years. MRS 176:278-10 All funds remitted to EDH by Sponsor shall be held by EDH in a separate NJAC 11:23-3.5 account maintained in the name of Sponsor or in a separate account maintained jointly in the names of Sponsor and EDH. If funds have been 0 DocuSign Envelope ID: 29EAB906-19364BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE "'YAN L. BUTLER, CLERK collected by EDH from a provider or enrollee on behalf of Sponsor, they shall be maintained in a separate account maintained in the name of Sponsor, maintained jointly in the names of Sponsor or EDH or remitted to the Sponsor, as provided in the Agreement. Funds shall not be commingled with any other funds of EDH or other clients of EDH. If an account is jointly held by EDH and Sponsor, it shall be maintained in a State or Federally chartered insured depository institution, and EDH shall provide Sponsor with a monthly accounting of all transactions in that account. Sponsor shall have the responsibility to make available to EDH funds necessary to enable EDH to pay claims in a timely manner, as provided in the Agreement. EDH shall not be liable to any party for the failure of Sponsor to make funds available to pay claims. Copies of all records pertaining to the collection of funds shall be made available to Sponsor as provided in the Agreement. NIRS 176:2713-11 Any policies, certificates, booklets, termination notices or other written N1AC 11:23-3.6 communications delivered by Sponsor to EDH for delivery to enrollees shall be delivered by EDH promptly, in accordance with the instructions of Sponsor and the terms of the Agreement. 7. Wisconsin. EDH shall prepare sufficient copies of a written notice approved in advance by Sponsor for distribution to all Participants of Sponsor and either shall distribute the copies to the Participants or shall provide the copies to Sponsor for distribution to the Participants. The written notice shall contain all of the following: (a) the names and addresses of EDH and Sponsor; (b) an explanation of the respective rights and responsibilities of EDH, Sponsor, and the Participants; (c) a statement of the extent to which the plan is insured or self-insured, and an explanation of the terms "insured" and "self-insured." S. Wyoming. Receipt by EDH of Claims shall be deemed receipt by Sponsor. Notwithstanding any of the foregoing, in the event any of the provisions of any of the foregoing states' laws that are determined or cited as not being applicable to the Agreement are or become applicable to the Agreement, such provisions shall apply and shall supersede any provisions in the Agreement to the contrary. (Signature Pages to Follow] DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Each Party has read this Addendum and agrees to be bound by its terms and conditions. Employer Direct Healthcare, LLC DocuSfpned by: H:4" Sq� By: Michael Sigmund Name: Title: Chief commercial officer Date: 6/10/2021 Indian River County, Florida By: Joseph E. Flescher Title: Chairman Date: May 11, 2021 APPROVED AE -10 FORM ANNE) L EG.AL SUFFICIENCY BY DYLAN FREE !G'Ol_0 COUNTY ATTORNE''r' Atte* d ff" R. SmhN, Clerk of Ciro,rit wxt and Comptroller 1f Cl�flt Go ..Miss 4w F Couty DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 EXHIBIT A Enrollment File Feed Requirements See attached. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. (SUTLER, CLERK 0 DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 Enrollment File Feed Requirements (rev. June 2020) Enrollment File Summary A TRUE COPY CERTIFICATION ON LAST PAGE V RYAN L. BUTLER, CLERK 13 st"Ir p 'f"! fPlus Employer Direct Healthcare ("EDH") requires a weekly enrollment file feed ("Enrollment File") from all SurgeryPlus- clients (each a "Plan Sponsor"). Enrollment Files should be system -generated and only contain members eligible for the SurgeryPlusTM' program. Enrollment Files are securely managed by EDH's process to extract, validate, transform and load eligible members into its case management system. Upon request, enrollment validation reports can be generated and delivered to a Pian Sponsor's designated recipient. Eligibility Criteria ■ Eligible Members: The Enrollment File should only include members enrolled in medical plans that are eligible to receive the SurgeryPlus- benefit as of the file effective date. ■ Eligibility Exclusions: Please exclude all members from the Enrollment file who: i. are enrolled in medical plans that are ineligible to receive the SurgeryPlus- benefit; or, ii. receive secondary coverage from the Plan Sponsor • Terminated Members - (Preferred) Explicit Termination Date: EDH will remove terminated members from SurgeryPlusTM^ eligible member roster using an explicit termination date for the member in the Enrollment File. Member records sent with an explicit date can then be removed from subsequent Enrollment Files or can remain with a termination date. - Termination by Omission: EDH can remove terminated members from its system based on their omission from Enrollment Files. Please note that terminated members will remain eligible for SurgeryPlus"I until the date they are omitted from the Enrollment File. File Transfer and Specifications ■ File Layout: The Enrollment File feed layout is included on Page 2 herein. • Automated File Transfer: EDH hosts a file transfer server that uses Secure File Transfer Protocol (SFTP). Upon receipt of an external facing IP Address, EDH will create a dedicated account and provide credentials to connect and drop Enrollment Files on the server. • Test Files: Test files should be transmitted prior to submitting production files. All test files are to be sent securely via EDH's SFTP and/or through encrypted email service and include the word 'Test." Please name Test Files as follows: - Comma -separated values: "Test_ Client_MMDDCCYY.csv" - Text: "Test_Client_MMDDCCYY.txt" • File Formats: Please prepare the Enrollment File in an electronically readable format. EDH prefers Enrollment Files in comma -separated values (.csv) format and can also process EDI 834 files. Please note, EDH cannot process Zip files or Microsoft Excel files. ■ Production Files: Please remove the "Test_" prefix from for all production Enrollment File names as follows: - Comma -separated values: "Client MMDDCCYY.csv" - Text: "Client_MMDDCCYY.txt" • Population Subset Files: Please denote COBRA and Retiree population file names as follows: - COBRA: "Test_ClientCOBRA_MMDDCCYY" or "ClientCOBRA_MMDDCCYY" - Retiree: "Test_ ClientRetiree_MMDDCCYY" or "ClientRetiree MMDDCCYY" Contact Information Please contact SurgeryPlus regarding all Enrollment File related inquiries at ElijzibilityDataf@edhc.com. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 Enrollment File Feed Requirements (rev. June 2020) 0 a 5urgeryPlus`" -z A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK i DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 EXHIBIT B Plan Incentives A TRUE COPY CERMFICATION ON LAST PAGE ^C' L, BUTLER, CLERK [To be completed before execution according to Sponsor's Plan Design] Health Plan Waive Waive Waive Provide Financial Other Financial Copay? Deductible? Coinsurance? Reward? Incentive Structure FL Blue Yes Yes Yes No N/A Silver Plan FL Blue Yes Yes Yes No IN/A Gold Plan �Iy DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE EXHIBIT C RYAN L. BUTLER, CLERK Business Associate Agreement See attached. 911 DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATiON ON LAST PAGE RYAN L. BUTLER, CLERK MINESS ASSOCIATE AGREEMENT This Business Associate Agreement (this "BA Agreement") is made effective as of July 1, 2021 (the "Effective Date") by and between Indian River County, Florida, a political subdivision of the State of Florida with its principal place of business located at 1801 27th Street, Vero Beach, FL 32960 (Covered Entity") and Employer Direct Healthcare, LLC, a Delaware limited liability company with its principal place of business located at 2100 Ross Avenue, Suite 550, Dallas, Texas 75201 ("Business Associate"). Covered Entity and Business Associate are referred to collectively as the "Parties" and individually as a "Party.' RECITALS Business Associate has a contracted network of physicians, hospitals, and other healthcare providers and facilities which provide non -emergent, planned surgical and medical procedures according to rates and terms negotiated by Business Associate. if. Business Associate's contracted network of providers is made available to individuals through -self-funded health benefit plans that incorporate Business Associate's network offering. Ill. Covered Entity has established a self-funded health benefit plan for the benefit of Covered Entity's employees, employees' dependents, and retirees. IV. Business Associate and Covered Entity are exploring a service agreement (the "Service Agreement") pursuant to which Business Associate would agree to coordinate and deliver its network offering to and on behalf of Covered Entity. V. The Parties desire to enter into this BA Agreement because, as part of the negotiation and performance of the Service Agreement, Covered Entity must disclose Protected Health Information to Business Associate or Business Associate must otherwise access, create, or use Protected Health Information. Accordingly, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows: 1. Definitions. Capitalized terms used but not otherwise defined In this BA Agreement shall have the same meaning ascribed to such terms in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), any and all regulations promulgated thereunder Including the standards for privacy of individually identifiable health Information at 45 C.F.R. Parts 160 and 164 ("Privacy Rule") and the standards for the security of electronic protected health information at 45 C.F.R. 160, 162, and 164 ("Security Rule") (the Privacy Rule and the Security Rule are collectively referred to herein as the "HIPAA Rules"), and the Health Information Technology for Economic and Clinical Health Act ("HITECH") provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA"). 2. Use and Disclosure of Protected Health lnformatlon. Business Associate may use and disclose Protected Health Information as permitted or required under this BA Agreement, the Service Agreement, and as Required by Law, but Business Associate shall not otherwise use or disclose any Protected Health Information. Business Associate shall not use or disclose Protected Health Information received from Covered Entity In any manner that would constitute a violation of the HIPAA Rules if so used or disclosed by Covered Entity. To the extent Business Associate carries out any of Covered Entity's obligations under HiPAA, Business associate shall comply with the requirements of HIPAA that apply to Covered Entity In the performance of such obligations. Without limiting the generality of the foregoing, Business Associate Is permitted to use or disclose Protected Health information as set forth below: (a) Business Associate may use Protected Health Information internally for Business Associate's proper management and administrative services or to carry out Its legal responsibilities. (b) Business Associate may disclose Protected Health Information to a third -parry for Business Associate's proper management and administration, provided that: -1- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE "''`!AN L. BUTLER, CLERK (1) the disclosure is Required by law; (ii) Business Associate makes the disclosure pursuant to an agreement consistent with Section 6 of this BA Agreement; or (iii) Business Associate makes the disclosure pursuant to a written confidentiality agreement under which the third -party is required to: (A) protect the confidentiality of the Protected Health information; (0) only use or further disclose the Protected Health Information as Required by Law or for the purpose for which it was disclosed to the third -party; and (C) notify Covered Entity of any acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted by the confidentiality agreement. (c) Business Associate may use Protected Health Information to provide Data Aggregation services relating to the Health Care Operations of Covered Entity if required or permitted under the Service Agreement. (d) Business Associate maybe -identify any and all Protected Health Information obtained by Business Associate under this BA Agreement or the Service Agreement at any location, and use such de -identified data, all in accordance with the de -identification requirements of the Privacy Rule. 3. Sam. Business Associate shall use appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as permitted or required by this BA Agreement. In addition, Business Associate shall implement Administrative Safeguards, Physical Safeguards and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of Electronic Protected Health Information that It creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate shall comply with the HIPAA Security Rule with respect to Electronic Protected Health Information. 4. Minimum Necessary Standard. To the extent required by the "minimum necessary" requirements of HIPAA, Business Associate shall only request, use and disclose the minimum amount of Protected Health information necessary to accomplish the purpose of the request, use or disclosure. 5. Mitigation. Business Associate shall take reasonable steps to mitigate, to the extent practicable, any harmful effect (that is known to Business Associate) of a use or disclosure of Protected Health information by Business Associate in violation of this BA Agreement or HIPAA. 6. Subcontractors. Business Associate shall enter into a written agreement meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314{a)(2) with each Subcontractor (including, without limitation, a Subcontractor that is an agent under applicable law) that creates, receives, maintains or transmits Protected Health information on behalf of Business Associate. Business Associate shall ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions and conditions that apply to Business Associate under this BA Agreement. 7. Reporting Requirements. (a) Business Associate shall, without unreasonable delay, but in no event later than three (3) business days after becoming aware of any acquisition, access, use, or disclosure of Protected Health Information in vlolation of this BA Agreement by Business Associate, its employees, other agents or contractors, or by a third -party to which Business Associate disclosed Protected Health Information (each, an 'Unauthorized Use or Disclosure'), report such Unauthorized Use or Disclosure to Covered Entity. (b) Business Associate shall, without unreasonable delay, but in no event later than three (3) business days after becoming aware of any Security Incident, report it to Covered Entity. Notwithstanding the foregoing, pings, port scans, and similar routine attempts on Business Assoclate's firewall that are successfully blocked shall not require reporting due to the Infeasibility of recording and reporting all such pings, port scans, and other routine events. 51 DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN! L. -BUTLER, CLERK (c) Business Associate shall, without unreasonable delay, but in no event later than three (3) business days after discovery of a Breach of Protected Health Information (whether secured or unsecured), report such Breach to Covered Entity In accordance with 45 C.F.R. § 164.410. 8. Access to Protected Health Information. Within ten (10) business days of a request by Covered Entity for access to Protected Health Information about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate, Business Associate shall make available to Covered Entity such Protected Health Information for so long as Business Associate maintains such information in the Designated Record Set. If Business Associate receives a request for access to Protected Health Information directly from an Individual, Business Associate shall forward such request to Covered Entity within five (5) business days. 9. Availability of Protected Health Information. Within ten (10) business days of receipt of a request from Covered Entity for an amendment to an Individual's Protected Health Information contained in any Designated Record Set of Covered Entity maintained by Business Associate, Business Associate shall provide such Protected Health Information to Covered Entity for amendment and incorporate any such amendments in the Protected Health Information (for so long as Business Associate maintains such Information in the Designated Record Set) as required by 45 C.F.R. § 164.526. If Business Associate receives a request for amendment to Protected Health Information directly from an Individual, Business Associate shall forward such request to Covered Entity within five (5) business days. 10. Accounting of Disclosures. Within ten (10) business days of notice by Covered Entity to Business Associate that it has received a request for an accounting of disclosures of Protected Health information (other than disclosures to which an exception to the accounting requirement applies), Business Associate shall make available to Covered Entity such Information as is In Business Associate's possession and Is required for Covered Entity to make the accounting required by 45 C.F.R. § 164.528. 11. Availability of Books and Records. Business Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of determining Covered Entity's and Business Associate's compliance with HIPAA. 12. Restrictions and Limitations in Notice of Privacy Practices. Business Associate shall comply with any reasonable limitation in Covered Entity's notice of privacy practices to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information and Business Associate receives notification of such reasonable limitation. Business Associate shall comply with any reasonable restriction on the use or disclosure of Protected Health Information that Covered Entity has agreed to or is required to abide by under 45 C.F.R. § 164522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information, 13. I=. The tern of this BA Agreement shall commence on the Effective Date. This Agreement shall terminate when all of the Protected Health Information provided by Covered Entity, or created and received by Business Associate on behalf of the Covered Entity, is returned to the Covered Entity or otherwise as set forth in Section 14 of this Agreement. 14. Termination Upon Breach. Any other provision of this BA Agreement or the Service Agreement notwithstanding, this BA Agreement and the Service Agreement may be terminated by Covered Entity In the event of a material breach by Business Associate of the terms and conditions of this BA Agreement. Covered Entity shall provide thirty (30) days' written notice in sufficient detail to enable Business Associate to understand the specific nature of the breach and afford Business Associate an opportunity for Business Associate to cure the breach or end the violation. Should Business Associate fall to cure the breach within such thirty (30) day time frame, Covered Entity may terminate this BA Agreement and the Service Agreement; provided however, that in the event termination Is not feasible, in Covered Entity's sole discretion, Covered Entity shall have the right to report the breach to the Secretary. In the event that Business Associate becomes aware of a pattern of activity or a practice of Covered Entity that constitutes a breach or mater ial of the obligations of Covered Entity under this BA Agreement, Business 3- DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Associate may terminate this BA Agreement and the Service Agreement. Business Associate shall provide Covered Entity thirty (30) days' written notice in sufficient detail to enable Covered Entity to understand the nature of the breach or material violation and afford Covered Entity an opportunity to cure the breach or end the violation. Should Covered Entity fall to are the breach or end the violation within such thirty (30) day time frame, Business Associate may terminate this BA Agreement and the Service Agreement;; provided however, that in the event termination is not feasible, in Business Associate's sole discretion, Business Associate shall have the right to report the breach or violation to the Secretary. 15. Return of Protected Health information upon Terminyli. Upon expiration or termination of the Service Agreement or this BA Agreement, Business Associate shall return all Protected Health Information received from Covered Entity or created or received by Business Associate on behalf of Covered Entity and which Business Associate still maintains in any form. Notwithstanding the foregoing, to the extent that Covered Entity and Business Associate mutually determine that it is not feasible to return such Protected Health Information, the terms and provisions of this BA Agreement shag survive termination with rega rd to the Protected Health Information still in the possession of Business Assodate,-and such Protected Health Information shall be used or disclosed_ solely for such purpose or purposes which prevented the return of such Protected Health Information. 16. Indemnification. Subject to the limitafmns set forth in section 768.26, Florida Statutes, each Party (in either case, the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (in either rase, the "Indemnified Party") and its directors, officers, employees, affiliates, agents, and representatives from and against any and all third party liabilities, costs, claims, suits, actions, proceedings, demands, losses, and liabilities of any kind (including court costs and reasonable attorneys' fees) brought by a third party, arising from or relating to the ads or omissions of the Indemnifying Party or any of Its directors, officers, subcontractors, employees, affiliates, agents, and representatives in connection with Indemnifying Party's performance under this BA Agreement or the Service Agreement. The indemnification provisions of this Section 16 shall survive the termination of this BA Agreement. 17. Effect The provisions of this BA Agreement shall control with respect to Protected Health Information that Business Associate receives from or on behalf of Covered Entity, and the terms and conditions of this BA Agreement shall supersede any conflicting or Inconsistent terms or provisions of any existing or future agreement between the Parties, including the Service Agreement and all exhibits and attachments thereto. 1& Relationship_ of the Parties. Covered Entity and Business Associate acknowledge and agree that Business Associate is at all times acting as Independent contractor of Covered Entity under this BA Agreement and not as an employee, agent, partner,. or_ Joint venturer of Covered Entity. 19. Reeulatory References. A reference In this BA Agreement to a section 1n HIPAA, the HIPAA Rules, or HITECH means the section as it may be amended from time -to -time. 20. Amendments. This BA Agreement may only be amended by mutual written consent of the Parties The Parties agree to amend this BA Agreement from time to time as reasonably necessary for Covered Entity to comply with the requirements of HIPAA 2L Assignment. This BA Agreement may be assigned, transferred, or conveyed by operation of law only with the prior written consent of both Parties, but such consent shall not be unreasonably withheld. 22. No ThIrd-Party Beneficiaries. The Parties have not created and do not intend to create by this BA Agreement arty third -party rights, Including, but not limited to, third -party rights for Covered Entity's participants. 23. Headin The headings In this BA Agreement are Inserted for convenience only and shall not affect the construction or interpretation of this BA Agreement. 24. No ces. Any notice, request, demand, or other communication required or permitted pursuant to this BA Agreement shall be in writing and shall be deemed to have been duly given If: (a) delivered by hand and -4- 0. DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 TRUE COPY ;CATION ON LAST PAGE NiN L. BUTLER, CLERK receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by Certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed; (c) if sent by reputable overnight courier and recelpted for by the Party to whom said notice or other communication shall have been directed; or (d) if sent by email or other similar means of electronic communication (with confirmed receipt), upon receipt of transmission notice by the sender. The addresses for such notices or communications shall be as set forth below or as specified by a Party in writing: To Covered Entity: To Business Associate: Indian River County, Florida, Employer Direct Healthcare, LLC Attn: Suzanne Boyll, Human Resources Director Attn: Legal Department 180127'" Street 2100 Ross Avenue, Suite 550 Vero Beach, FL 32960 Dallas, Texas 75201 25. Counterparts. This BA Agreement may be executed in one or more counterparts, each of which will be deemed an original copy of this BA Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument. This SA Agreement may be executed and delivered by electronic transmission. [signature Pages to Follow) _5- /,r S"ATE OF FLORIDA DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 NoIANRIYERCOUNTY , THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORNON FIN THIS OFFICE. \ RYANOUTLIER,ER AN L. BUT, CLERK SV DATE601O Each Party has read this BA Agreement and agrees to be bound by its terms and conditions. Once fully executed, this BA Agreement is valid, binding, and enforceable against each Party In accordance with its terms. Indian River Count , Florida Employer Direct Healthcare, LLC ?01,1, 9y: By: Name: _jr�P V� +� Name: Doug Monkhouse Title: Cdw,,-1 A 6 Pro n I ,tJ Tia (- Title: General Counsel t--PPROVEU A5 xO FORM AND LEGAL SUFFICIENCY. 6Y LAN REING*:11_0 COUNTY ATt•ORNEY -6-