HomeMy WebLinkAbout2025-142AMaster Services Agreement
This Master Services Agreement ("Agreement") is entered into this i ae day of AOaS
by and between Indian River County, a corporation having its principal place of business located at 1800
27th St Bldg B, Vero Beach, FL 32960-0310 ("Client") and ARAG Insurance Company and/or ARAG Services,
LLC, Iowa companies with a principal place of business at 500 Grand Avenue, Suite 100, Des Moines, IA
50309 ("ARAG").
WHEREAS, ARAG shall provide administrative and other services as set forth in this Agreement.
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants herein contained, agree as
follows:
1. Application of this Agreement
a. ARAG shall provide administrative and other services as set forth in this Agreement, related
to the offering of a legal plan.
b. Client and ARAG agree to Program Participation as outlined in Addendum A.
c. The Term and Rate Document is attached, marked as Exhibit A, and by this reference is
incorporated into this Agreement.
2. Term
The term of this Agreement is indicated in Exhibit A.
3. ARAG Representations
a. ARAG shall perform the services outlined in this Agreement in a professional manner, and
each employee of ARAG who performs work pursuant to this Agreement shall be qualified
to perform the work assigned to such employee. Additionally, ARAG agrees, represents, and
warrants that it has and follows, and will continue to have and follow, quality control
procedures, and hiring standards that will enable it to fully satisfy and perform its
obligations under this Agreement.
b. The parties understand that ARAG performs monthly, scheduled maintenance activities and
upgrades on its systems. Servers will be down and unavailable each month on the third
Saturday between 7:00 p.m. and 7:00 a.m. Sunday, Central Standard Time. While the site
is down, a message will be posted indicating the site is temporarily unavailable with
instructions to check back later.
4. Confidential Information
a. In connection with the performance of this Agreement, the parties may disclose certain
Confidential Information to each other as hereinafter defined. The party receiving the
Confidential Information (the "Recipient") from the disclosing party (the "Discloser") shall
comply with all applicable state and federal laws and regulations concerning the privacy and
security of any and all Confidential Information and shall otherwise hold such information
in strict confidence. The Recipient agrees not to disclose or make available, directly or
19436 Indian River County MSA 2025
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indirectly, any of the Discloser's Confidential Information to anyone, except to such
Recipient's or its affiliates' (i) employees, consultants and directors, (ii) professional advisers
(e.g. attorneys and accountants), and (iii) other authorized representatives approved in
advance by the Discloser, who in each case have a "need to know" the information for the
purpose of this Agreement, who are notified that the disclosure is made in confidence and
who have signed confidentiality agreements or are otherwise bound by confidentiality
obligation at least as restrictive as those contained herein ((i) through (iii), collectively, the
"Representatives").
b. Confidential Information may be disclosed, reproduced, summarized or distributed only in
pursuance of the performance of this Agreement or in the case of Client, in the exercise of
its rights under this Agreement. Confidential Information may be disclosed in accordance
with a judicial or other governmental order provided the other party is provided with
reasonable notice and opportunity to request a protective order, if applicable and provided
such disclosure is limited to the extent that is needed to legally comply.
c. "Confidential Information" is defined as any and all non-public business, financial and
technical information relating to the Discloser that is made available or disclosed, in
whatever form or medium (regardless of whether tangible, intangible, visual, or oral, and
regardless of whether or not marked or otherwise identified as confidential), to the
Recipient before or after the effective date. Confidential Information includes, but is not
limited to, any information that identifies or authenticates or can be used to identify or
authenticate an individual and any information related to, released or unreleased products,
service relationships, clients, partners, employees, marketing or promotion plans, business
plans, policies or practices, and reporting on such policies or practices.
d. Confidential Information is also defined to include, but is not limited to, personally
identifiable information regarding eligible or enrolled employees of Client and their
dependents, including without limitation, their names, addresses, gender, and applicable
identification numbers. Such personally identifiable information is Confidential Information
of the Client.
e. The obligations and restrictions imposed by this Section 4 will not apply to any Confidential
Information that: (a) the Recipient can establish by written record was already known to a
Representative of the Recipient on a non -confidential basis prior to the Discloser's
disclosure; (b) is or becomes generally publicly available through no breach of this
Agreement by the Recipient; or (c) is obtained by the Recipient on a non -confidential basis
from a third person without breach by such third person of an obligation of confidence with
respect to the Confidential Information disclosed.
f. Each party shall notify the other promptly upon discovery of any loss, unauthorized use or
disclosure of Confidential Information, or any other breach of this Section 4, and shall
cooperate with the other party to regain possession of such disclosed Confidential
Information. Each Party shall be liable for loss, unauthorized use and unauthorized
disclosures by its Representatives and agrees to remedy any loss or unauthorized disclosure
as reasonably requested by the Discloser.
g. Either party may, at any time, request in writing the return or destruction of Confidential
Information previously disclosed. The parties agree to promptly comply with such request
and to certify such return or destruction of all Confidential Information received. The parties
may retain Confidential Information in compliance with an internal data retention policy, or
19436 Indian River County MSA 2025
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for other legal or compliance issues and so that any continuing obligations may be
determined.
5. Indemnification
ARAG shall indemnify and hold harmless Client, its affiliates, and their respective officers, directors,
members, employees and agents (the "Indemnitees") from and against any and all claims brought
by third parties, as well as any and all losses, liabilities, damages, costs and expenses, including
reasonable attorney's fees, arising out of (a) the services provided by ARAG, its affiliated companies,
or subcontractors with respect to the legal plan, including without limitation, any errors or
omissions by ARAG in the selection of a Network Attorney, as such term is defined in the legal plan;
or (b) the failure or breach or inability of ARAG, its affiliated companies, or subcontractors to
perform any of its covenants or agreements set forth in: (i) this Agreement, (ii) its agreement with
the underwriting insurance company, if applicable, as it affects Indemnitees, and (iii) the literature
prepared by ARAG from time to time for distribution to Client's eligible employees.
6. Relationship of Parties
The relationship between ARAG and Client is an independent contractor relationship. ARAG is not
an employee or agent of Client and Client is not an employee or agent of ARAG. Neither party will
hold the other out to a third party as having a relationship other than that of an independent
contractor.
7. Assignment or Subcontracting
Except as provided in this Agreement, neither party shall assign its rights or delegate its duties
hereunder or subcontract any portion of its performance without the other party's prior written
consent, which such consent shall not be unreasonably withheld. Any such assignment, delegation
or subcontract without such consent shall be void. Client may delegate certain of its functions for
providing or coordinating information with ARAG to its outsourcing administrator.
8. Force Majeure
a. Neither party shall be liable or responsible to the other party, nor be deemed to have
defaulted under or breached this Agreement, for any failure or delay in fulfilling or
performing any term of this Agreement (except for any obligations to remit payroll
deductions hereunder), when and to the extent such failure or delay is caused by or results
from acts beyond the impacted party's ("Impacted Party") reasonable control, including,
without limitation, the following force majeure events ("Force Majeure Events)"): (i) acts
of God; (ii) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as
epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v)
embargoes or blockades in effect on or after the date of this Agreement; (vi) national or
regional emergency; and (vii) other events beyond the reasonable control of the Impacted
Party.
b. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the
effects of such Force Majeure Event are minimized. The Impacted Party shall resume the
performance of its obligations as soon as reasonably practicable after the removal of the
cause.
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9. Void Provision
If any term or condition of this Agreement is found by a court of competent jurisdiction to be illegal,
unlawful, or otherwise unenforceable, the parties agree that such term or condition shall be
performed as nearly as may be possible to carry forth the intentions of the parties and that such
illegality, unlawfulness or unenforceability shall not act to void any other term or conditions of this
Agreement or to void the Agreement as a whole.
10. Dispute Resolution
Client and ARAG agree to meet, in person or by telephone, and to confer in good faith in order to
resolve, through informal discussion, any disputes that may arise during the term of this Agreement.
Client and ARAG agree that should a disagreement arise; they will use their best efforts to cooperate
in finding an appropriate solution. In the event a solution cannot be found, the parties agree to
participate in at least four hours of mediation in a location mutually agreed upon by the parties.
11. Notice
Unless otherwise expressly stated, any notice or other communication required or permitted
hereunder shall be addressed to the parties as follows or to other such person or address as either
party shall have designated by notice in writing. All notices or other communications given or made
in accordance with this Agreement shall be deemed to have been given when received. All notices
must be given in writing.
CLIENT: Indian River County
1800 27th St Bldg B
Vero Beach, FL 32960-0310
12. Entire Agreement
ARAG
Attn: Legal Department
500 Grand Avenue, Suite 100
Des Moines, IA 50309
Legal@ARAGlegsl.com
With the exception of Exhibit A, this Agreement may be amended only by written agreement
executed by both parties. No employee or agent of Client or ARAG may waive application of any
provision of this Agreement or the legal plan.
[Signature block to follow.]
19436 Indian River County MSA 2025
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In acknowledgement of their agreement to the foregoing, the following individuals warrant that they have
the authority to bind their companies to the terms of this Agreement by signing below.
Client: Indian River County
ARAG Insurance Company and/or ARAG Services,
L.L.C.
Signature
Ann Cosimano
Printed Name Printed Name
Chairman
Title
June 3, 2025
Date
APPROVED AS TO FORM
AND EG FFICIENCY
B
CHRI HER A. HICKS
ASSISTA T C UNTY ATTORNEY
Attest: Ryan L. Butter, Clerk of
Circuit Court and Comptroller
0
19436 Indian River County MSA 2025
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General Counsel
Title
9/4/2025
Date
Addendum A
Program Participation (Employee Paid Program)
a. Eligible employees may enroll within thirty (30) days of beginning employment or a qualified life
status change as determined by Client or its designee. Coverage will begin consistent with Client
benefit eligibility policies and upon receipt of premium as outlined in this Agreement. Outside of
new employee benefit or life status change processes, Client shall only allow eligible employees to
enroll once per plan year during open enrollment.
b. Coverage under the plan is an elective benefit fully paid by enrolled employee contributions. Client
contributions are neither made nor required to be made on behalf of any employee for coverage
under the plan.
c. Client shall cause enrolled employees to authorize withholding of the required payment on an after-
tax basis through payroll deduction and Client shall remit it by the 15th day of the month following
the end of each month for which payment is made (net 45 days).
d. Client shall require enrolled employees to remain in the plan for the duration of the plan year as
indicated on the relevant declarations page. Client shall not allow enrolled employees to
discontinue withholding of payments under the legal plan.
e. ARAG shall have no obligation to provide services if payment is not received within 60 days of
coverage start date and a delay in payment may result in cancellation of the plan.
f. Client shall provide ARAG enrollment information for employees in a mutually agreeable format on
at least a monthly basis no later than the 15' of the month of coverage. ARAG can rely on such file
for benefit determinations.
g. Client shall provide ARAG information indicating for whom payment is being remitted in a mutually
agreeable format on at least a monthly basis no later than the 15" of the month following the month
of coverage.
h. If Client remits to ARAG a premium amount in error or on behalf of a terminated or otherwise
ineligible employee, such overpayment of premium shall be reimbursed by ARAG to Client. If ARAG
has relied upon enrollment data provided to ARAG for claims payment purposes and ARAG is later
informed that such employee was enrolled in error, Client may be responsible for any claims paid
as a result of ARAG's reliance on such information.
I. Summary plan description printing and distribution shall be the responsibility of Client.
j. Upon request, ARAG will provide the information necessary for completing a Form 5500. Client is
responsible for the preparation and submission of a Form 5500.
k. During the term of this Agreement, Client shall not offer a group legal service plan or similar product
or service to employees of Client; other than a limited legal services benefit offered as part of an
employee assistance plan.
19436 Indian River County MSA 2025
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I. ARAG may use Client's name and logo in informational or promotional materials, including sales
presentations, regarding ARAG products or services.
m. Coverage under the legal plan will cease at the end of the period for which premium is paid, when
the enrolled employee terminates employment or is no longer eligible to participate in the legal
plan for any reason.
n. When a change in employment status or other circumstance results in a loss of eligibility to
participate in the legal plan, an employee who had been enrolled in the plan will have the
opportunity to convert to a conversion plan. Upon receiving notice from Client regarding
employee's loss of eligibility, ARAG will provide information to the employee regarding the right to
convert to a conversion plan. The employee will have ninety (90) days from the date of loss of
eligibility to enroll in a conversion plan. The conversion plan is a similar, but separate legal plan
offered by ARAG to individuals who were once enrolled in a group legal plan and are no longer
eligible.
o. ARAG will waive premium for all enrolled employees called to active military duty. ARAG will permit
a spouse or domestic partner to enroll on behalf of an eligible employee who is serving on active
duty and not available during open enrollment. Payment of premium will be waived for the extent
of the enrolled employee's active duty.
p. Upon death of an enrolled employee, if applicable, ARAG will waive premium for surviving spouse
and insured dependents for one year from the date the enrolled employee passed away or for so
long as Client makes the plan available, whichever is first.
19436 Indian River County MSA 2025
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Exhibit A
ARAG Term and Rate Document for Indian River County
Section 1. Term and Termination
a. The term of this Agreement shall be the same as the rate guarantee dates, which begins
10/01/2025 and ends on 09/30/2028. After this term, the Agreement shall terminate unless ARAG
provides, and Client accepts replacement of Exhibit A with one containing a multi-year term and
rate guarantee. Client's acceptance of a new Exhibit A can be exemplified by the continued
payment of premium.
b. ARAG may not terminate the Agreement during the rate guarantee period unless permitted in the
offered legal plan.
c. Either party may terminate the Agreement due to a material breach, provided written notice of
the termination is provided to the other party thirty (30) days prior to the effective date of
termination. If the breach is cured to the satisfaction of both parties before the termination date,
the Agreement shall not be subject to such termination.
Section 2. Rate
The rates associated with the offered legal plan are:
Plan Design Monthly Rate Annual Rate
UltimateAdvisor without Divorce & Post Decree $14.58 $174.96
UltimateAdvisor Plus $18.78 $225.36
Section 3. Designation of Producer or Administrator
a. Client has designated Lockton Companies as producer for the legal plan. Client is obligated to notify
ARAG in writing of any changes to this designation.
b. Client has designated WEX as administrator for the legal plan. Client is obligated to notify ARAG in
writing of any changes to this designation.
Section 4. Updates to Exhibit A
Exhibit A may be updated with revisions to Sections 1, 2 and/or 3 as agreed between Client and ARAG.
The updated Exhibit A shall supersede any previous Exhibit A.
19436 Indian River County MSA 2025
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Anti -Human Trafficking Affidavit
in every executed, renewed or extended contract)
The undersigned, on behalf of the entity listed below, in accordance with Florida Statute
787.o6(13) hereby attests under penalty of perjury that the entity does not use coercion for labor
or services.
As defined in F.S. 787.o6(13):
"Coercion" means:
1. Using or threatening to use physical force against any person;
2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any
person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or
services are pledged as a security for the debt, if the value of the labor or services as
reasonably assessed is not applied toward the liquidation of the debt, the length and
nature of the labor or services are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or
purported passport, visa, or other immigration document, or any other actual or
purported government identification document, of any person;
5. Causing or threatening to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to
any person for the purpose of exploitation of that person.
"Labor" means work of economic or financial value.
"Services" means any act committed at the behest of, under the supervision of, or for the benefit
of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of
organs.
Signature
Ann Cosimano
Printed Name
General Counsel
Tale
ARAG North America Incorporated
Entity Name
Date: 6/2512025
(required
Foreign Entity Ownership Affidavit
every bid or offer, or contract which gives Ent
individual's personal identifying information)
access to an
The undersigned, on behalf of the Entity listed below, hereby attests under penalty of perjury as
follows:
1. Entity is not owned by the government of a foreign country of concern as defined
in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes)
2. The government of a foreign country of concern does not have a controlling
interest in Entity. (Source: § 287.138(2)(b), Florida Statutes)
3. Entity is not organized under the laws of, and does not have a principal place of
business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida
Statutes)
4. Entity is not owned or controlled by the government of a foreign country of
concern, as defined in Section 692.201, Florida Statutes. (Source: § 288.007(2),
Florida Statutes)
5. Entity is not a partnership, association, corporation, organization, or other
combination of persons organized under the laws of or having its principal place
of business in a foreign country of concern, as defined in Section 692.201,
Florida Statutes, or a subsidiary of such entity. (Source: § 288.007(2), Florida
Statutes)
6. Entity is not a foreign principal, as defined in Section 692.201, Florida Statutes.
(Source: § 692.202(5)(a)(1), Florida Statutes)
7. Entity is in compliance with all applicable requirements of Sections 692.202,
692.203, and 692.204, Florida Statutes.
8. (Only applicable if purchasing real property) Entity is not a foreign principal
prohibited from purchasing the subject real property. Entity is either (a) not a
person or entity described in Section 692.204(1)(a), Florida Statutes, or (b)
authorized under Section 692.204(2), Florida Statutes, to purchase the subject
property. Entity is in compliance with the requirements of Section 692.204,
Florida Statutes. (Source: §§ 692.203(6)(a), 692.204(6)(a), Florida Statutes)
9. The undersigned is authorized to execute this affidavit on behalf of Entity.
Signature
Ann Cosimano
Printed Name
General Counsel
Title
ARAG North America Incorporated
Entity
Date: 6/25/2025
Docusign Envelope ID: 3152D59D-DF79-4708-B5E7-69CDBAEBFDE3
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 ("EDN"
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 Sponsors health benefit plan and made available to the eligible participants
enrolled in such plan.
II. 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.
2. 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 page(s) follow]
Docusign Envelope ID: 3152D59D-DF79-4708-B5E7-69CDBAEBFDE3
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: FDocuSigned by:
v(&bv, tpdufa
51EA9FF4927B49C
Name:— Dickon Waterfield
Title: President
Indian River County, Florida . WS
By:
e: Joseph E. Flesche�
_ I
Title: Chairman
Attest: Ryan L, Butler, Clerk of
Circuit Court and Comptroller
�'& MY Clerk cx
2
APPROVED AS TO FORM
AND EG4AUFFICIENICY
BY(`
CHRIS PHER A. HICKS
A 3SIST
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!FUNTYATTORNEY