Health Plan Services

ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D/B/A FLORIDA BLUE and THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA This Administrative Services Agreement (hereinafter referred to as the "Agreement'), dated August 1, 2017 and made effective January 1, 2018 is by and between Blue Cross and Blue Shield of Florida, Inc. d/b/a Florida Blue, a Florida corporation having its principal place of business at 4800 Deerwood Campus Parkway, Jacksonville, Florida 32246 (hereinafter referred to as "Florida Blue") and The School Board of Duval County, Florida, located at 1701 Prudential Drive, Jacksonville, Florida 32207 (hereinafter referred to as the "Employer"). ~ WHEREAS, the Purchasing Services Department of the Employer issued a Request for Proposals, dated December 9, 2016, entitled Health Plan Services, RFP No. 04-17/TW", and all Attachments thereto, and including five (5) addenda issued December 14, 2016, December 14, 2016, December 19, 2016, December 21,

2016, and January 4, 2017 (collectively, the RFP), and Florida Blue responded with a proposal dated January 12, 201; WHEREAS, Employer has established and currently sponsors a self-insured Employee Welfare Benefit Plan, to provide certain benefits (attached hereto as Exhibit "A" and hereinafter called the "Group Health Plan") for covered group members and their covered dependents; and WHEREAS, except as otherwise specifically provided herein, Employer is to retain all liabilities under its Group Health Plan, and Florida Blue is to provide the agreed upon services to the Group Health Plan without assuming any such liability, except as otherwise described herein; and WHEREAS, Employer desires that, with respect to the Group Health Plan, Florida Blue furnish certain claims processing and administrative services. NOW, therefore, in consideration of the mutual promises contained herein, and other good and valuable consideration, the parties agree as follows: 1.1 21 2.2 SECTION | TERM Term The term of this Agreement shall be from January 1, 2018 (the effective date) and shall end on December 31, 2022 (the termination date), unless the Agreement is terminated earlier in accordance with the provisions of this Agreement. This Agreement may be renewed for five (5) one (1) year terms subject to a mutually agreed upon fee structure for each renewal on the same terms and conditions at the sole discretion of the Employer. The fee structure shall remain firm for the entire term including any and all renewal periods except for mutually agreed upon contract modifications. SECTION II DUTIES AND RESPONSIBILITIES OF EMPLOYER Final Authority Employer retains all final authority and responsibility for the Group Health Plan including, but not limited to eligibility and enrollment for coverage under the Group Health Plan, the existence of coverage, the benefits structure of the Group Health Plan, claims payment decisions, cost containment program decisions, utilization benefits management, compliance with the requirements of COBRA (Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), compliance with reporting and remitting abandoned property funds, and compliance with any other state and federal law or regulation applicable to Employer, the Group Health Plan, or the administration of the Group Health Plan. Employer agrees to provide Florida Blue with any information Florida Blue reasonably requires in order to perform the administrative services set forth herein. Eligibility and Enrollment As of the first day of the term of this Agreement, Employer will have delivered to Florida Blue enrollment information regarding eligible and properly enrolled members, as determined by Employer. Employer shall deliver to Florida Blue all employee and dependent eligibility status changes on a monthly basis, or more frequently as mutually agreed by the parties. Employer shall be responsible for providing each covered employee with a copy of the plan document which shall include the Group Health Plan. N 2.3 Financial Obligations A. Claims Payment The Employer is financially responsible for the payment of all claims paid under the Group Health Plan. Financial arrangements regarding the payment of such claims are set forth in Exhibit "B". B. Administrative Fees Employer agrees to promptly pay all administrative fees as set forth in Exhibit "B". Administrative fees are not subject to change during the term of this Agreement, except as set forth below. The administrative fees shall be payable to Florida Blue within 10 days of written notification to Employer of the amount owed. C. Late Charges In the event Employer fails to pay any amount owed in full by the due date, Employer shall pay Florida Blue, in addition to the amount due, a late charge as set forth in Exhibit B. D. Performance Guarantees Performance guarantees are set forth in Exhibit D, apply to medical claims only and are for the term of the Agreement including renewals only. Employer acknowledges and agrees that performance guarantees will be considered null and void if this Agreement is not executed and/or the Agreement is not effective at the time any performance guarantee payment amount is otherwise due under this Agreement. In the event of a conflict between the terms of this Section 2.3D and other provisions of the Agreement, the terms of this Section 2.3D shall control. Performance guarantee results will be available on a quarterly basis for informational purposes only with final settlement made no earlier than second quarter of the following year. In the event there is a ten percent (10%) increase or decrease in enrollment or projected enrollment (number of lives covered by Florida Blue under the Groups benefit program) for the effective date of the performance guarantees or if Employer makes a material change in benefits during the term of this Agreement, as reasonably determined by Florida Blue, that affects the performance being measured in the performance guarantees, wo Florida Blue reserves the right to revise or void the performance guarantees. E. Discount Guarantees Discount guarantees are set forth in Exhibit E and are for the term of the Agreement including renewals only. Employer acknowledges and agrees that discount guarantees will be considered null and void if this Agreement is not executed and/or the Agreement is not effective at the time any discount guarantee payment amount is otherwise due under this Agreement. In the event of a conflict between the terms of this Section 2.3E and other provisions of the Agreement, the terms of this Section 2.3E shall control. Discount Guarantee results will be available on a quarterly basis with final results and settlement made no earlier than the second quarter of the following year. F. Modifications Florida Blue, at any time, may modify the administrative fee, upon giving ninety (90) days prior written notice, if Employer substantially modifies the Group Health Plan or changes enrollment. Notwithstanding the foregoing, prior to any fee modification being effective, the parties shall execute and deliver an amendment to this Agreement, as approved by the same formalities as the initial approval of this Agreement. 2.4 Use of Names and Logos Employer agrees to allow Florida Blue to use Employer's name and logo on |.D. cards and other forms necessary to effectuate this Agreement, and to promote Employer's relationship with Florida Blue to potential or existing providers. Florida Blue shall not use Employer's name or logo for any other purpose without the prior written consent of Employer. Florida Blue agrees that the names, logos, symbols, trademarks, tradenames, and service marks of the Employer, whether presently existing or hereafter established, are the sole property of the Employer and the Employer retains the right to the use and control thereof. Except as otherwise provided within this Agreement, Florida Blue shall not use the Employer's name, logos, symbols, trademarks or service marks in advertising or promotional materials or otherwise and shall cease any such usage immediately upon written notice by the Employer or upon termination of this Agreement, whichever is sooner. Employer agrees that the names, logos, symbols, trademarks, tradenames, and service marks of Florida Blue, whether presently existing or hereafter established, are the sole property of Florida Blue and Florida Blue retains the right to the use and control thereof. Employer shall not use Florida Blue's name, logos, symbols, trademarks or service marks in advertising or promotional 2.0 materials or otherwise without the prior written consent of Florida Blue and shall cease any such usage immediately upon written notice by Florida Blue or upon termination of this Agreement, whichever is sooner. Confidential and Trade Secret Information Florida Blue maintains proprietary and confidential information and competitively -sensitive trade secret information, which information may be disclosed to Employer for the purposes of analyzing such information in conjunction with the services performed under the Agreement. Employer agrees to hold such confidential and/or trade secret information in confidence and only disclose such information to employees or auditors of Employer who have a need to know such information; provided however that such employees or auditors of Employer agree to maintain the confidentiality of the confidential and/or trade secret information and take reasonable steps necessary to safeguard the confidential and/or trade secret information against unauthorized access, use, and disclosure to at least the extent Employer maintains the confidentiality of its most proprietary and confidential information. Employer shall not disclose such confidential and/or trade secret information to any third party without the express written permission of Florida Blue. If Florida Blue, in its sole discretion, approves release of confidential and/or trade secret information to a third party, the third party and Employer will be required to execute a Confidentiality & Indemnity Agreement, in a form specified by Florida Blue, prior to the release of the confidential information and/or trade secret information to the third party. For purposes of this paragraph, trade secret information is competitively sensitive information which is advantageous to Florida Blue in the marketplace and Florida Blue considers such information to be a trade secret protected from public disclosure, including protection from disclosure in any meeting which is subject to Floridas Government in the Sunshine Law Section 286.011, Florida Statutes. Notwithstanding the foregoing, and as set forth in Paragraph 3.6 hereafter, the parties understand that, under the Florida Public Records Law (as set forth in case law, attorney general opinions, and codified in Chapter 119, Florida Statutes and otherwise), this Agreement is subject to the Florida Public Records Laws. The Employer and Florida Blue understand the broad nature of these laws and agrees to comply with the Florida Public Records laws and laws relating to records retention. Further, the parties understand that the Employer may be subject to statutory fines and penalties including but not limited to a requesting partys costs and attorney's fees, for not making public records available for public inspection upon request. The Parties recognize and agree that the Employer is subject to the provisions of the Florida Public Records Act. In the event the Employer receives a public records request for Confidential Information, the Employer agrees to promptly send written notice to Florida Blue of such public records request, at which time Florida Blue may object to or seek Wn a court order protecting the disclosure of such information. Florida Blue shall provide its own witnesses to support its declaration and certification that the Confidential Information is a valid trade secret or otherwise exempt from disclosure under the above cited Florida law. If a public records request for the Confidential Information is made, Employer shall promptly send written notice to Florida Blue of such request. The parties understand and agree, however, that, under the Florida Public Records Law, Employer cannot delay response to a public records request beyond the time it takes to locate the record and to remove matters that are confidential. Therefore, upon receiving such notice Florida Blue shall promptly advise Employer whether the public records request should be fulfilled. If Florida Blue notifies Employer such public records request should be denied, then Florida Blue agrees to take all actions necessary (including obtaining protective orders from a jurisdictional court) supporting such denial. Notwithstanding any other provision in this Agreement to the contrary, Florida Blue will hold Employer harmless for its good faith decision to release records in response to a pending public records request. For the purposes of this Agreement, Confidential Information means the information listed below in this Paragraph, any information that Employer learns or becomes aware of, directly or indirectly, through the disclosure of Confidential Information, and any and all summaries, distillations, excerpts, work product or other documents utilizing or incorporating same, whether in whole or in part, as follows: (a) Medical claim record information concerning individuals covered under the Plan as protected by HIPAA and other law; (b) Florida Blues provider contract information, e.g., allowances, fee schedules, etc., designated in writing by Florida Blue as confidential, trade secret or proprietary that are protected pursuant to Sections 812.081 and 815.045, Florida Statutes (collectively, the Trade Secrets); and (c) Any other information designated in writing by Florida Blue as Trade Secret. For purposes of this Agreement, the phrase designated in writing by Florida Blue set forth above shall mean the following: Florida Blue agrees to add the following language (hereinafter referred to as the Legend) on every page of only its Confidential Information protected as a Trade Secret provided to the Employer in hard copy: This Florida Blue Report is confidential trade secret information exempt from disclosure under the Public Records Act, Chapter 119, Florida Statutes, pursuant to sections 812.081 and 815.045, Florida Statutes. To the extent that Florida Blue will provide Employer staff with access to the Florida Blues proprietary software system and database (MyBluelnsight), the parties agree that the requirement of placing the written Legend would not apply to Florida Blues providing access to MyBluelnsight and all of the information contained therein unless and until such information is printed in hard copy. Confidential Information shall not include information that: (a) is already known to Employer on the effective date of this Agreement; (b) is or becomes known to the general public other than as a direct or indirect result of any act or omission of Employer, or the affiliates, officers, directors, partners, employees, or agents (collectively, the Related Parties) of Employer; (c) becomes, or has become, publicly known through no wrongful act of the Employer; (d) is lawfully received by Employer from a third party that Employer has reasonably verified is free to disclose the information without restriction on disclosure; or (e) is independently developed by either Employer without use of Confidential Information. 2.6 Delegation of Authorit Employer delegates to Florida Blue fiduciary authority to determine claims for benefits under the Plan. Florida Blue shall administer complaints, appeals and requests for independent review according to Florida Blues complaint and appeals policy, and any applicable law or regulation unless otherwise provided in the Plan of Benefits. In carrying out this authority, Florida Blue is delegated full, final, binding and exclusive discretion to determine eligibility for benefits under the Plan and to interpret the terms of the Plan. In making its decision, Florida Blue will rely on the Plan and will rely on eligibility data provided by the Employer. Florida Blue shall be deemed to have properly exercised such authority unless a member proves that Florida Blue has abused its discretion or that its decision is arbitrary and capricious. Florida Blue is a fiduciary of the Plan only to the extent necessary to perform its obligations and duties as expressed in this Agreement. Florida Blue shall not act as the administrator of the Plan nor shall it have any fiduciary responsibility in connection with any other element of the administration of the Plan. The terms of this Section shall not be applicable to claims and appeals related to pharmacy benefits. The Employer will be responsible for the legal defense of claims for which the Employer made the choice as to the determination of coverage. Florida Blue shall be responsible for the legal defense of claims that involve the claim determination based on the Employer's medical, pharmacy, and authorization standards. 3.1 ae 3.3 SECTION III DUTIES AND RESPONSIBILITIES OF FLORIDA BLUE Generally It is understood and agreed that Florida Blue is empowered and required to act with respect to the Group Health Plan only as expressly stated herein. Employer and Florida Blue agree that Florida Blue's role is to provide administrative claims payment services, that Florida Blue does not assume any financial risk or obligation with respect to claims, that the services rendered by Florida Blue under this Agreement shall not include the power to exercise control over the Group Health Plan's assets, if any, or discretionary authority over the Health Care Plan's operations, and that Florida Blue will not for any purpose, be deemed to be the "Plan Administrator" of the Group Health Plan or a "fiduciary" with respect to the Group Health Plan. Florida Blue's services hereunder are intended to and shall consist only of ministerial functions. Enrollment: Forms and |.D. Cards Florida Blue shall enroll those individuals who have completed a benefit election and are identified by Employer as eligible for benefits under the Group Health Plan on the effective date of this Agreement, and subsequently during the continuance of this Agreement. Florida Blue shall be entitled to rely on the information furnished to it by Employer, and Employer shall hold Florida Blue harmless for any inaccuracy or failure to provide such information in a timely manner. Florida Blue shall distribute to persons participating in the Group Health Plan, a supply of identification cards and benefit plan descriptions. Florida Blue shall furnish to Employer forms to be used for submission of claims and enrollment, and any other forms necessary for the administration of the Group Health Plan, as determined by Florida Blue. Claims Processing Florida Blue shall provide claims processing services on behalf of Employer for all properly submitted claims, in accordance with the benefits set forth in Exhibit "A" using funds solely supplied by Employer, as set forth in Exhibit "B". Florida Blue shall furnish each claimant with an explanation of each claim that is paid, rejected, suspended or denied. For purposes of this Agreement, the term "claim(s)" shall be defined as the amount paid or payable by Florida Blue to providers of services and/or covered group members under this Agreement and the Group Health Plan, and in conformity with any agreements Florida Blue enters into with such providers of services. For value-based reimbursement programs Florida Blue enters into with participating providers, an applicable claim level surcharge may be included in the claim amount. Claim level charges are used to fund a bonus pool for making quality improvement and financial performance incentive payments to providers which have entered into a value-based reimbursement arrangement with Florida Blue. The surcharge is only applicable to services provided by these providers, and shall not affect member cost sharing. The accrued bonus pool, which shall be held in a non-interest bearing account, will include surcharge amounts contributed by other self-funded employers. All amounts in the bonus pool shall be available to fund incentive payments to providers who have entered into a value-based reimbursement arrangement with Florida Blue and who have achieved the requisite quality and financial goals. The amount of the surcharge will be set by Florida Blue based on actuarially estimated incentive payments contractually due to providers. Florida Blue will perform periodic reconciliations of the bonus pool and may adjust the applicable claim level surcharge from time to time as it reasonably determines necessary to appropriately fund the bonus pool. Such claims level surcharge amounts will not be refunded to Employer, including upon termination of this Agreement. Any surplus funds at the end of an incentive payment measurement period shall be used to fund incentive payments in a subsequent period. Any deficit in funds at the end of an incentive payment measurement period shall be collected in the next period through an adjustment to the claims level surcharge amount which will cover the previous period shortfall. Additionally, Florida Blue may enter into bundled payment arrangements with providers of service which require a single provider to be responsible for providing and/or arranging for the provision of a group of services for a defined episode of care (e.g., hospital, physician and/or ancillary services). In processing such claims for the defined episode of care, notwithstanding the requirements of Exhibit A, Florida Blue may calculate the member cost sharing based upon the status of the provider receiving the bundled payment without regard to the fact that other provider types may have provided certain components of the episode included in the bundled payment arrangement. For value-based reimbursement programs Florida Blue enters into with participating providers, an applicable per member per month charge may be included in lieu of a claim level surcharge. 3.4 Program Administration 3.5 Florida Blue shall administer its established cost containment programs and utilization benefits management programs, as selected by Employer and described in the Group Health Plan. Florida Blue shall make available its Preferred Provider Organization Program(s) to covered group members and their covered dependents, as set forth in the Group Health Plan. Any agreements between providers of services and Florida Blue are the sole property of Florida Blue and Florida Blue retains the right to the use and control thereof. Inaccurate Payments Whenever Florida Blue becomes aware that the payment of a claim under the Group Health Plan to any person was, or may have been, made which was not in accordance with the terms of the Group Health Plan, whether or not such payment was Florida Blues fault, and whether or not such payment was more than or less than was appropriate under the terms of the Group Health Plan, Florida Blue shall investigate such payment in accordance with its standard commercial insurance business practices and either 1) for an overpayment of $50.00 or more, make a diligent effort to recover any payment which was more than was appropriate under the Group Health Plan or 2) as the case may be, adjust any claim the payment of which was less than appropriate under the Group Health Plan. Employer delegates to Florida Blue the discretion and the authority to determine under what circumstances to compromise a claim or to settle for less than the full amount of the claim. In the event any part of an inaccurate payment is recovered, Employer will receive a refund from Florida Blue. Nothing herein shall require Florida Blue to institute a legal action or suit to recover payments made by Florida Blue. Additionally, Employer delegates to Florida Blue the discretion and authority to pursue recoveries for claims paid as a result of fraud, abuse or other inappropriate action by a third party, including the right to opt-out or opt-in Employer from any class action. These claims include, but are not limited to, all legal claims Employer can assert whether based on common law or statute such as RICO, antitrust, deceptive trade practices, consumer fraud, insurance fraud, unjust enrichment, breach of fiduciary duty, breach of contract, breach of covenant of good faith and fair dealing, torts (including fraud, negligence, and product liability), breach of warranty, medical monitoring, false claims and kickbacks. If Florida Blue obtains a recovery from any of these efforts, Florida Blue will reimburse Employer's pro rata share of the recovery. This share is calculated from Employer's claims history or covered members at the time of such recovery, less Employer's pro rata share of costs, if any, fees paid to outside 10 3.6 counsel and any other costs incurred in obtaining that recovery. Florida Blue will not charge Employer for any costs if Florida Blue does not obtain a recovery that exceeds those costs. Florida Blue will use care, skill, prudence and diligence under the circumstances then prevailing that a prudent claims administrator, acting in like capacity and familiar with such matters, would use under similar circumstances. Records and Reports Florida Blue agrees to establish, maintain and provide to Employer, records and reports generated for the purposes of reporting claims experience and conducting audits of operations. Florida Blue will provide claims information only in accordance with Exhibit C (and Exhibit D, if applicable) to this Agreement. Florida Blue will not provide any information with regard to provider pricing agreements or any other information which is of a confidential or proprietary nature, as determined by Florida Blue pursuant to Paragraph 2.5 above. Employer represents and warrant it is an Agency as such term is defined in Florida Statute 119.0701 and as such the Parties acknowledge that because Florida Blue provides services to and acts on behalf of Employer pursuant to this Agreement, in accordance with s. 119.0701, Florida Statute. Florida Blue is required to comply with applicable State of Florida public records laws specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Employer in order to perform the Services. (b) Provide the public with access to public records on the same terms and conditions that Employer would provide the records and at a cost that does not exceed the cost provided in chapter 119, F.S., or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Employer all public records in possession of Florida Blue upon termination of the contract, except for public records that are exempt or confidential and exempt from public records disclosure requirements as potential or actual trade secrets, potentially patentable material, business transactions, or proprietary information. All public records stored electronically must be provided to Employer in a format that is compatible with Employers information technology systems. 3.7 3.8 Pharmacy Rebates Pharmacy Arrangements are set forth in Exhibit F and in certain circumstances, Florida Blue and/or its pharmacy benefits manager and/or vendors (collectively PBM) negotiate(s) and receive(s) formulary rebates, volume discounts, and/or fees from certain drug manufacturers/distributors as a result of the inclusion of such manufacturers/distributors branded products on Florida Blues formularies (Rebates). The PBM generally passes Rebates through to Florida Blue, less a 20% fee as part of its compensation for its services. At times, the PBM may pass through a guaranteed minimum amount per prescription that exceeds the Rebates otherwise payable to Florida Blue. In either situation, Florida Blue passes through 100% of the amounts it receives to Employer. Florida Blue may receive a portion of the Rebates on a prepaid, estimated basis, before any drug claims are filed and paid. To the extent that Florida Blue receives prepaid, estimated rebate amounts, Florida Blue retains, as part of its compensation, the interest earned on such amounts from the time it receives such prepayments until it forwards Employer's Rebates. This time period is generally nine to twelve months. Florida Blue expects to earn interest at the rate of 1.25% per annum. Florida Blue pays Employer its Rebates or guaranteed minimum amount after Florida Blue is able to determine the share attributable to the drug claims actually made by Employer's group members. This typically occurs seven to nine months after the end of the calendar quarter in which the drugs were dispensed. Florida Blue will provide more specific information on the amounts retained by Florida Blue or the PBM upon request by Employer. Rebate guarantees shall be based on each brand medication dispensed. Rebate revenue that is earned by the Employer during the term of the Agreement will be paid to the Employer at least quarterly and will be paid following termination of the Agreement, as long as claims reimbursements remain current. Claims Payments The source or sources of payment under the Group Health Plan are to be only the assets of Employer, and Florida Blue will have no liability whatsoever for providing a source from which payments will be made under the Group Health Care Plan. 12 . 3.9 Providers Outside the State of Florida A. Inter-Plan Programs Florida Blue has a variety of relationships with other Blue Cross and/or Blue Shield Licensees referred to generally as Inter-Plan Arrangements. These Inter-Plan Arrangements operate under rules and procedures issued by the Blue Cross Blue Shield Association (Association). Whenever members access healthcare services outside the geographic area Florida Blue serves, the claim for those services may be processed through one of these Inter- Plan Arrangements. The Inter-Plan Arrangements are described generally below. Typically, when accessing care outside the geographic area Florida Blue serves, members obtain care from healthcare providers that have a contractual agreement (participating providers) with the local Blue Cross and/or Blue Shield Licensee in that other geographic area (Host Blue). In some instances, members may obtain care from healthcare providers in the Host Blue geographic area that do not have a contractual agreement (nonparticipating providers) with the Host Blue. Florida Blue remains responsible for fulfilling our contractual obligations to Employer. Florida Blue payment practices in both instances are described below. This disclosure describes how claims are administered for Inter-Plan Arrangements and the fees that are charged in connection with Inter-Plan Arrangements. (Note that Dental Care Benefits, except when not paid as medical claims/benefits, and those Prescription Drug Benefits or Vision Care Benefits that may be administered by a third party contracted by Florida Blue to provide the specific service or services are not processed through Inter- Plan Arrangements.) B. BlueCard Program The BlueCard Program is an Inter-Plan Arrangement. Under this Arrangement, when members access covered healthcare services within the geographic area served by a Host Blue, the Host Blue will be responsible for contracting and handling all interactions with its participating healthcare providers. The financial terms of the BlueCard Program are described generally below. 1. Liability Calculation Method Per Claim In General a. Member Liability Calculation Unless subject to a fixed dollar copayment, the calculation of the member liability on claims for covered healthcare services will be based on the lower of the participating provider's billed covered charges or the negotiated price made available to Florida Blue by the Host Blue. b. Employer Liability Calculation The calculation of Employer liability on claims for covered healthcare services processed through the BlueCard Program will be based on the negotiated price made available to Florida Blue by the Host Blue (under the contract between the Host Blue and the provider). Sometimes, this negotiated price may be greater for a given service or services than the billed charge in accordance with how the Host Blue has negotiated with its participating healthcare provider(s) for specific healthcare services. In cases where the negotiated price exceeds the billed charge, Employer may be liable for the excess amount even when the members deductible has not been satisfied. This excess amount reflects an amount that may be necessary to secure (a) the providers participation in the network and/or (b) the overall discount negotiated by the Host Blue. In such a case, the entire contracted price is paid to the provider, even when the contracted price is greater than the billed charge. 2. Claims Pricing Host Blues determine a negotiated price, which is reflected in the terms of each Host Blues provider contracts. The negotiated price made available to Florida Blue by the Host Blue may be represented by one of the following: (i) An actual price. An actual price is a negotiated rate of payment in effect at the time a claim is processed without any other increases or decreases; or (ii) An estimated price. An estimated price is a negotiated rate of payment in effect at the time a claim is processed, reduced or increased by a percentage to take into account certain payments negotiated with the provider and other claim- and non-claim-related transactions. Such transactions may include, but are not limited to, anti-fraud and abuse recoveries, provider refunds not applied on a claim-specific basis, retrospective settlements and performance related bonuses or incentives; or (iii) An average price. An average price is a percentage of billed covered charges in effect at the time a claim is processed representing the aggregate payments negotiated by the Host Blue with all of its healthcare providers or a similar classification of its providers and other claim- and non-claim-related transactions. Such transactions may include the same ones as noted above for an estimated price. 14 The Host Blue determines whether it will use an actual, estimated or average price. The use of estimated or average pricing may result in a difference (positive or negative) between the price Employer pays on a specific claim and the actual amount the Host Blue pays to the provider. However, the BlueCard Program requires that the amount paid by the member and Employer is a final price; no future price adjustment will result in increases or decreases to the pricing of past claims. Any positive or negative differences in estimated or average pricing are accounted for through variance accounts maintained by the Host Blue and are incorporated into future claim prices. As a result, the amounts charged to Employer will be adjusted in a following year, as necessary, to account for over- or underestimation of the past years prices. The Host Blue will not receive compensation from how the estimated price or average price methods, described above, are calculated. Because all amounts paid are final, neither positive variance account amounts (funds available to be paid in the following year), nor negative variance amounts (the funds needed to be received in the following year), are due to or from Employer. If Employer terminates, you will not receive a refund or charge from the variance account. Variance account balances are small amounts relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of claims processed and variance account balance. Variance account balances may earn interest at the federal funds or similar rate. Host Blues may retain interest earned on funds held in variance accounts. 3. BlueCard Program Fees and Compensation Employer understands and agrees to reimburse Florida Blue for certain fees and compensation which Florida Blue is obligated under the BlueCard Program to pay to the Host Blues, to the Association and/or to vendors of BlueCard Program related services. The specific BlueCard Program fees and compensation that are charged to Employer are set forth in Exhibit B. BlueCard Program Fees and compensation may be revised from time to time. Only the BlueCard Program access fee may be charged separately each time a claim is processed through the BlueCard Program. All other BlueCard Program related fees are included in the Administrative Fee. The access fee is charged by the Host Blue to Florida Blue for making its applicable provider network available to Employers. The access fee will not apply to non-participating provider claims. The access fee is charged on a per claim basis and is charged as a percentage of the discount/differential Florida Blue receives from the applicable Host Blue subject to a maximum of $2,000 per claim. When charged, Florida Blue passes the access fee directly on to Employer. Instances may occur in which the claim payment is zero or Florida Blue pays only a small amount because the amounts eligible for payment were applied to patient cost sharing (such as a deductible or coinsurance). In these instances, Florida Blue will pay the Host Blues access fee and pass it along directly to Employer as stated above even Employer paid little or had no claim liability. An Administrative Fee encompasses fees Florida Blue charges to Employer for administering Employers benefit plan. They may include both local (within Florida Blues service area) and Inter-Plan fees. For purposes of this Agreement, they include the following BlueCard Program related fees other than the BlueCard Program access fee: namely, administrative expense allowance (AEA) fee, central financial agency fee, ITS transaction fee, toll free number fee, PPO provider directory fee and BlueCard Worldwide Program Fees, if applicable. Special Cases: Value-Based Programs Value-Based Programs Definitions Accountable Care Organization (ACO): A group of healthcare providers who agree to deliver coordinated care and meet performance benchmarks for quality and affordability in order to manage the total cost of care for their member populations. Global Payment/Total Cost of Care: A payment methodology that is defined at the patient level and accounts for either all patient care or for a specific group of services delivered to the patient such as outpatient, physician, ancillary, hospital services and prescription drugs. Patient-Centered Medical Home (PCMH): A model of care in which each patient has an ongoing relationship with a primary care physician who coordinates a team to take collective responsibility for patient care and, when appropriate, arranges for care with other qualified physicians. Shared Savings: A payment mechanism in which the provider and payer share cost savings achieved against a target cost budget based upon agreed upon terms and may include downside risk. Value-Based Program (VBP): An outcomes-based payment arrangement and/or a coordinated care model facilitated with one or more local providers that is evaluated against cost and quality metrics/factors and is reflected in provider payment. Value-Based Programs Overview Employers members may access covered healthcare services from providers that participate in a Host Blues Value-Based Program. Value- Based Programs may be delivered either through the BlueCard Program or a Negotiated Arrangement. These Value-Based Programs may include, but are not limited to, Accountable Care Organizations, Global Payment/Total Cost of Care arrangements, Patient Centered Medical Homes and Shared Savings arrangements. Value-Based Programs under the BlueCard Program Under Value-Based Programs, a Host Blue may pay providers for reaching agreed upon cost/quality goals in the following ways: The Host Blue may pass these provider payments to Florida Blue, which Florida Blue will pass directly on to Employer as either an amount included in the price of the claim or an amount charged separately in addition to the claim. When such amounts are included in the price of the claim, the claim may be billed using one of the following pricing methods, as determined by the Host Blue: (i) Actual Pricing: The charge to accounts for Value-Based Programs incentives/Shared Savings settlements is part of the claim. These charges are passed to Employer via an enhanced provider fee schedule. (ii) Supplemental Factor: The charge to accounts for Value-Based Programs incentives/Shared Savings settlements is a supplemental amount that is included in the claim as an amount based on a specified supplemental factor (e.g., a small percentage increase in the claim amount). The supplemental factor may be adjusted from time to time. When such amounts are billed separately from the price of the claim, they may be billed as follows: e Per Member Per Month (PMPM) Billings: Per member per month billings for Value-Based Programs incentives/Shared Savings settlements to accounts are outside of the claim system. Florida Blue will pass these Host Blue charges directly through to Employer as a separately identified amount on the group billings; or, e Where Host Blues pass on the costs of Value-Based Programs to Florida Blue as PMPM amounts not attached to specific claims, Florida Blue may elect to pass these amounts to Employer as a claim amount. 17 The amounts used to calculate either the supplemental factors for estimated pricing or PMPM billings are fixed amounts that are estimated to be necessary to finance the cost of a particular Value-Based Program. Because amounts are estimates, there may be positive or negative differences based on actual experience, and such differences will be accounted for in a variance account maintained by the Host Blue (in the same manner as described in the BlueCard claim pricing section above) until the end of the applicable Value- Based Program payment and/or reconciliation measurement period. The amounts needed to fund a Value-Based Program may be changed before the end of the measurement period if it is determined that amounts being collected are projected to exceed the amount necessary to fund the program or if they are projected to be insufficient to fund the program. At the end of the Value-Based Program payment and/or reconciliation measurement period for these arrangements, Host Blues will take one of the following actions: Use any surplus in funds in the variance account to fund Value- Based Program payments or reconciliation amounts in the next measurement period. Address any deficit in funds in the variance account through an adjustment to the PMPM billing amount or the reconciliation billing amount for the next measurement period. The Host Blue will not receive compensation resulting from how estimated, average or PMPM price methods, described above, are calculated. If Employer terminates, you will not receive a refund or charge from the variance account. This is because any resulting surpluses or deficits would be eventually exhausted through prospective adjustment to the settlement billings in the case of Value-Based Programs. The measurement period for determining these surpluses or deficits may differ from the term of this Agreement. Variance account balances are small amounts relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of claims processed and variance account balance. Variance account balances may earn interest, and interest is earned at the federal funds or similar rate. Host Blues may retain interest earned on funds held in variance accounts. Note: Members will not bear any portion of the cost of Value-Based Programs except when a Host Blue uses either average pricing or actual pricing to pay providers under Value-Based Programs. 18 Care Coordinator Fees Host Blues may also bill Florida Blue for care coordinator fees for provider services which we will pass on to Employer as follows: 1. PMPM billings; or 2. Individual claim billings through applicable care coordination codes from the most current editions of either Current Procedural Terminology (CPT) published by the American Medical Association (AMA) or Healthcare Common Procedure Coding System (HCPCS) published by the U.S. Centers for Medicare and Medicaid Services (CMS). As part of this Agreement, Florida Blue and Employer will not impose member cost sharing for care coordinator fees. Return of Overpayments Recoveries from a Host Blue or its participating and nonparticipating providers can arise in several ways, including, but not limited to, anti-fraud and abuse recoveries, healthcare provider/hospital bill audits, credit balance audits, utilization review refunds and unsolicited refunds. Recoveries will be applied in general, on either a claim-by-claim or prospective basis. If recovery amounts are passed on a claim-by-claim basis from a Host Blue to Florida Blue they will be credited to Employer. In some cases, the Host Blue will engage a third party to assist in identification or collection of recovery amounts. The fees of such a third party may be charged to Employer as a percentage of the recovery. Recovery amounts determined in this way will be applied in accordance with applicable Inter-Plan Programs policies, which generally require correction on a Claim-by claim or prospective basis. Unless otherwise agreed to by the Host Blue, Florida Blue may request adjustments from the Host Blue for full refunds from health care providers due to the retroactive cancellation of membership but only for one year after the date of the Inter-Plan financial settlement process for the original claim. In some cases, recovery of claim payments associated with a retroactive cancellation may not be possible if, as an example, the recovery conflicts with the Host Blue's state law or health care provider contracts or would jeopardize its relationship with its healthcare providers. Inter-Plan Programs: Federal/State Taxes/Surcharges/Fees In some instances federal or state laws or regulations may impose a surcharge, tax or other fee that applies to self-funded accounts. If applicable, Florida Blue will disclose any such surcharge, tax or other fee to Employer, which will be Employers liability. 19 F. Nonparticipating Providers Outside Florida Blues Service Area 1. a. Member Liability Calculation In General When covered healthcare services are provided outside of Florida Blues service area by nonparticipating providers, the amount(s) a member pays for such services will be based on either the Host Blues nonparticipating healthcare provider local payment or the pricing arrangements required by applicable state law. In these situations, the member may be responsible for the difference between the amount that the nonparticipating provider bills and the payment Florida Blue will make for the covered services as set forth in this paragraph. Payments for out-of- network emergency services will be governed by applicable federal and state law. Exceptions In some exception cases, at Employer's direction, Florida Blue may pay claims from nonparticipating healthcare providers outside of Florida Blues service area based on the provider's billed charge. This may occur in situations where a member did not have reasonable access to a participating provider, as determined by Florida Blue (in Florida Blues sole and absolute discretion) or by applicable state law. In other exception cases, (at Employer's direction) Florida Blue may pay such claims based on the payment Florida Blue would make if Florida Blue were paying a nonparticipating provider inside of Florida Blues service area, as described elsewhere in this Agreement. This may occur where the Host Blues corresponding payment would be more than Florida Blues in- service area nonparticipating provider payment. Florida Blue may choose to negotiate a payment with such a provider on an exception basis. Unless otherwise stated, in any of these exception situations, the member may be responsible for the difference between the amount that the nonparticipating healthcare provider bills and the payment Florida Blue will make for the covered services as set forth in this paragraph. 2. Fees and Compensation Employer understands and agrees to reimburse Florida Blue for certain fees and compensation which we are obligated under applicable Inter- Plan Arrangement requirements to pay to the Host Blues, to the Association and/or to vendors of Inter-Plan Arrangement-related services. 20 The specific fees and compensation that are charged to Employer are set forth in Exhibit B, if applicable. Fees and compensation under applicable Inter-Plan Arrangements may be revised from time to time. G. BlueCard Worldwide Program 1. General Information If members are outside the United States, (the Commonwealth of Puerto Rico and the U.S. Virgin Islands) (hereinafter: BlueCard service area), they may be able to take advantage of the BlueCard Worldwide Program when accessing covered healthcare services. The BlueCard Worldwide Program is unlike the BlueCard Program available in the BlueCard service area in certain ways. For instance, although the BlueCard Worldwide Program assists members with accessing a network of inpatient, outpatient and professional providers, the network is not served by a Host Blue. As such, when members receive care from providers outside the BlueCard service area, the members will typically have to pay the providers and submit the claims themselves to obtain reimbursement for these services. e Inpatient Services In most cases, if members contact the BlueCard Worldwide Service Center for assistance, hospitals will not require members to pay for covered inpatient services, except for their cost-share amounts. In such cases, the hospital will submit member claims to the BlueCard Worldwide Service Center to initiate claims processing. However, if the member paid in full at the time of service, the member must submit a claim to obtain reimbursement for covered healthcare services. Members must contact Florida Blue to obtain precertification for non-emergency inpatient services. e Outpatient Services Physicians, urgent care centers and other outpatient providers located outside the BlueCard service area will typically require members to pay in full at the time of service. Members must submit a claim to obtain reimbursement for covered healthcare services. e Submitting a BlueCard Worldwide Claim When members pay for covered healthcare services outside the BlueCard service area, they must submit a claim to obtain reimbursement. For institutional and professional claims, members should complete a BlueCard Worldwide International claim form and send the claim form with the providers itemized bill(s) to the BlueCard Worldwide Service Center address on the form to initiate claims processing. The claim form is available from 21 4.1 4.2 4.3 Florida Blue, the BlueCard Worldwide Service Center, or online at www.bluecardworldwide.com. If members need assistance with their claim submissions, they should call the BlueCard Worldwide Service Center at 1.800.810.BLUE (2583) or call collect at 1.804.673.1177, 24 hours a day, seven days a week. 2. BlueCard Worldwide Program-Related Fees Employer understands and agrees to reimburse Florida Blue for certain fees and compensation which we are obligated under applicable Inter-Plan Arrangement requirements to pay to the Host Blues, to the Association and/or to vendors of Inter-Plan Arrangement related services. The specific fees and compensation that are charged to Employer under the BlueCard Worldwide Program are set forth in Exhibit B, if applicable. Fees and compensation under applicable Inter-Plan Arrangements may be revised from time to time. SECTION IV TERMINATION Administration After Termination Employer is solely liable and responsible for all claims incurred under the Group Health Plan by its covered group members and their dependents during the term of this Agreement, including those incurred claims which are not presented to Employer or Florida Blue during the term of this Agreement. Florida Blue will adjudicate all claims incurred during the term of this Agreement. For purposes of this Agreement, the date of an incurred claim is the date the particular service was rendered or the supply was furnished. After the effective date of termination of this Agreement, Employer will continue to provide Florida Blue with funds to pay claims incurred prior to the termination date and will continue to pay the applicable administrative fees as set forth in Exhibit "B". Unilateral Termination The Employer or Florida Blue may unilaterally terminate this Agreement upon 180 days prior written notice to the other party after the commencement of the term of this Agreement. Notwithstanding the foregoing, in the event Florida Blue invokes this termination for convenience, the Employer may demand transition assistance from Florida Blue that continues the term of this Agreement for one, two, or three additional months beyond the 180 days notice. Termination Upon Default Upon the occurrence of any of the following events, as reasonably determined by Florida Blue, this Agreement will automatically terminate at the end of the 10th 22 business day following the day upon which Employer is notified in writing of any of the events of default set forth hereunder, and then only in the event that Employer has not cured the incident of default specified in Florida Blues written notice to Employer: 1. The Employer's failure to provide adequate funds, as set in Exhibit "B" as necessary for the payment of claims pursuant to the Group Health Plan; 2. The Employer's failure to pay any administrative fees or late penalty as set forth in Exhibit "B" of this Agreement; 3. |The Employer ceases to maintain a Group Health Plan; 4. The Employer modifies the Group Health Plan without the prior written consent of Florida Blue; 5. At any time any judicial or regulatory body determines that this Agreement, or any provision of this Agreement, is invalid or illegal, or that this arrangement constitutes an insurance policy or program which is subject to state and/or federal insurance regulations and/or taxation; 6. At any time Employer otherwise materially breaches this Agreement. 4.4 Rights and Responsibilities Upon Termination 5.1 In the event of termination of this Agreement, Employer will immediately notify each covered group member of the termination date. Termination of this Agreement for any reason shall not affect the rights or obligations of either party which arise prior to the date of termination. SECTION V LEGAL ACTION; INDEMNIFICATION; INSURANCE Standard of Care Florida Blue and Employer shall each use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims in the performance of its duties hereunder. B.2 5.3 Liability: Indemnification Florida Blue hereby agrees to indemnify and hold harmless the Employer for the actions of Florida Blue, its agents and employees (collectively, the Indemnifying Party), from suits, actions, damages, costs (including reasonable attorneys fees and costs) relating to the gross negligence, criminal conduct or fraudulent acts committed by the Indemnifying Party. Florida Blues liability shall be limited to the amount of its applicable insurance policy except in cases of gross negligence, criminal conduct or fraudulent acts by the Indemnifying Party. Florida Blue shall not be liable to Employer or any other person for any mistake of judgment or other action taken in good faith, or for any loss or damage occasioned thereby, unless the loss or damage is due to Florida Blues gross negligence, criminal conduct or fraudulent acts. Subject to the limitations and provisions of Section 768.28, Florida Statutes (the limitations and provisions of which are not altered, expanded or waived by anything in this Agreement, the Employer hereby agrees to indemnify and hold harmless Florida Blue, its directors, officers, employees and agents against any and all actions, claims, lawsuits, settlements, judgments, costs, interest, penalties, expenses and taxes, including but not limited to, reasonable attorney's fees and courts costs, resulting from or arising directly or indirectly out of or in connection with any function of Florida Blue under this Agreement, including the administration of any Cost Containment or Utilization Benefit Management Programs, or payments made pursuant to the direction of the Employer, or arising from any allegation of a breach of confidentiality arising out of a release of confidential information to the Group or a third party unless it is determined that the direct and sole cause of such liability was the result of gross negligence, criminal conduct or fraudulent acts on the part of Florida Blue or any of its directors, officers, employees or agents. Further, the Employer agrees to indemnify and hold harmless Florida Blue for any taxes or assessments, including penalties and interest, or any other amounts legally levied based on the terms of this Agreement. This provision applies to any amounts imposed, now or later, under the authority of any federal, state, or local taxing jurisdiction. This provision will continue in effect after termination of this Agreement for any reason. Legal Actions In the event Florida Blue is served with process in any lawsuit or is made a party to any arbitration proceeding or other legal action relating to any matter for which indemnification is required under the preceding paragraph, Employer shall, upon written request by Florida Blue, immediately furnish a defense to and indemnify and hold harmless Florida Blue in any such lawsuit, proceeding or other action and shall use its best efforts to secure, by motion or otherwise, the dismissal of Florida Blue from such lawsuit, proceeding or other action. Florida Blue will provide Employer with available data, professional personnel rendering a decision on the action leading to the dispute, and materials that are reasonably 5.4 5.5 6.1 6.2 6.3 6.4 necessary for the preparation of the defense of such lawsuit, proceeding or other action. Insurance The Employer certifies that it is self-insured pursuant to the provisions of 768.28(16), F.S. for tort liability in anticipation of any claim which it might be liable to pay pursuant to that section. Worker's compensation coverage is also self-insured at levels conforming to statutory requirements. Such liability and workers compensation self-insurance supersedes any insurance obligation imposed on the Employer in the Agreement. The Employer shall insure that Florida Blue receives immediate notification of reduction in or cancellation of coverage. Florida Blue agrees to maintain insurance coverage according to the types and levels of insurance set forth in the Insurance Addendum attached hereto as Exhibit G and incorporated herein by this reference. Federal Forms Florida Blue agrees to comply with Exhibit H. SECTION VI MISCELLANEOUS PROVISIONS Amendment Except as otherwise provided for herein, this Agreement may be modified, amended, renewed, or extended only upon mutual agreement, in writing, signed by the duly authorized representatives of Employer and Florida Blue. Subsidiaries and Affiliates: No Assignment of the Agreement Any of the functions to be performed by Florida Blue under this Agreement may be performed by Florida Blue or any of its subsidiaries, affiliates, or designees. This Agreement shall not be assigned by Florida Blue without the prior written consent of the Employer, which consent shall not be unreasonably withheld. Governing Law This Agreement is subject to and shall be governed by the laws of the State of Florida, except where those laws are preempted by the laws of the United States. Venue All actions or proceedings instituted by Employer or Florida Blue hereunder shall be brought in a court of competent jurisdiction in Duval County, Florida. N nN 6.5 Waiver of Breach Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision. 6.6 Inconsistencies If the provisions of this Agreement are in any way inconsistent with the provisions of the Group Health Plan, then the provisions of this Agreement shall prevail and the other provisions shall be deemed modified, but only to the extent necessary to implement the intent of the parties expressed herein. 6.7 Notices Any notice required to be given pursuant to this Agreement shall be in writing, postage pre-paid, and shall be sent by certified or registered mail, return receipt requested, or by Federal Express or other overnight mail delivery for which evidence of delivery is obtained by the sender, to Florida Blue or Employer at the addresses indicated below, or such other addresses that the parties may hereafter designate. The notice shall be effective on the date the notice was posted. If to Florida Blue: With a courtesy copy to (which shall not constitute notice): Health Insurance Markets Legal Affairs Division Attn: Vice President of Sales Attn: Deputy General Counsel 4800 Deerwood Campus Parkway 4800 Deerwood Campus Parkway Jacksonville, Florida 32246 Jacksonville, Florida 32246 Phone: (904)-905-3072 Phone: (904) 905-8720 If to Employer: With a courtesy copy to (which shall not constitute notice): The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 653 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Superintendent Dr. Patricia S. Willis Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of Florida Blue and the Employer promptly upon commencement of the services. Once so designated, each party's representative shall coordinate communications 26 and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Florida Blue as part of the services. For purposes of the Employers representative for the day-to-day activities, the Employer's Administrator shall be: Duval County Public Schools Attn : Stanley Jurewicz, Executive Director, Employee Services/Risk Management 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2258 And Jacqueline Watkins, Supervisor, Employee Health Insurance 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2074 6.8 6.9 6.10 6.11 Entire Agreement This Agreement, including the attachments hereto, contains the entire agreement between Florida Blue and Employer with respect to the specific subject matter hereof. Any prior agreements, promises, negotiations or representations, either verbal or written, relating to the subject matter of this Agreement and not expressly set forth in this Agreement are of no force and effect. Severability In the event any provision of this Agreement is deemed to be invalid or unenforceable, all other provisions shall remain in full force and effect. Binding Effect of Agreement The Agreement shall be binding upon and inure to the benefit of the parties, their agents, servants, employees, successors, and assigns unless otherwise set forth herein or agreed to by the parties. Survival The rights and obligations of the parties as set forth herein shall survive the termination of this Agreement to the extent necessary to effectuate the intent of the parties as expressed herein. 27 6.12 Independent Relationship 6.13 Notwithstanding any other provision of this Agreement, in the performance of the obligations of this Agreement, each party is at all times acting and performing as an independent contractor with respect to the other party. It is further expressly agreed that no work, act, commission or omission of either party (or any of its agents or employees) pursuant to the terms and conditions of this Agreement, shall be construed to make or render such party (or any of its agents or employees) an agent, servant, representative, or employee of, or joint venture with, such other party. Execution of Agreement This Agreement may be executed in any number of counterparts and via facsimile signature, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 6.14 Non-Discrimination 6.15 Florida Blue represents and warrants to the Employer that Florida Blue does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Florida Blues performance under the Agreement on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Florida Blue further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. No Gifts or Contingent Fees It is the policy of the Employer to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Florida Blue warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Florida Blue, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for Florida Blue, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Florida Blue further warrants that it, nor any of its directors, 6.16 6.17 6.18 employees, officers or agents, nor any of Florida Blues respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement. For the breach or violation of these provisions, the Employer shall have the right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. Disclosure of Employment of Former Employer (Employer) Employees Pursuant to Employers Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the Employer. And all bidders, proposers, consultants, and contractors are required to disclose the name of any Employer employee who owns, directly or indirectly, any interest in Florida Blues business. Such disclosures will be in accordance with current Employer policies, but will include, at a minimum, the name of the former Employers employee, a list of the positions the employee held in the last two (2) years of his or her employment with the Employer, and the dates the Employer held those positions. By its signature of the Agreement, Florida Blue certifies to the Employer that there are no names to disclose to the Employer pursuant to this section of Florida Blue employees who have a direct responsibility in Florida Blues procurement, management, or administration of this Agreement with the Employer. Jessica Lunsford Act All Employer and Florida Blue employees, appointees, or agents who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by Employer (including compliance with sections 1012.315 and 1012.467, Florida Statutes). Any non-Employer personnel associated with the Agreement and who may come into contact with students as part of the Agreement will be screened at Florida Blues expense. Florida Blue shall not permit persons to provide services to students under this Agreement if any such person does not meet the standards under Florida law and the Employer hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. Forms The Employer may utilize federal funds for its payment pursuant to the Agreement; accordingly, Florida Blue shall execute and deliver to the Employer, concurrent with its signature of the Agreement the following described documents 29 and attached hereto as the Federal Forms Composite Addendum, all of which shall be incorporated into the Agreement by this reference: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 6.19 Statement on Auditing Standards Florida Blue shall agree to provide a Service Organizations Controls (SOC) 1 report annually to the Employer and its benefits consultant. 6.20 Audits 6.21 Florida Blue shall allow the Employer or a mutually agreeable firm selected by the Employer to conduct annual medical and/or pharmacy claims audits onsite. Florida Blue will provide full access, regardless of any claim for confidentiality or trade secrets, to applicable records, files, and documents related to all medical and pharmacy claims, administrative fees and other elements of the contract in order to conduct the annual audit, as considered reasonable in scope and cost to complete such audit. The cost of the auditor will be at the expense of the Employer. Confidential documents and trade secrets reviewed by the auditor will not be shared with the Employer. The Employer shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to the Contract(s) (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of Contractor, including, but not limited to those kept by Contractor, its employees, agents, assigns, successors and Subcontractors. Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this Contract and for at least three years following the completion of this Contract, including any and all renewals thereof. Florida Blue shall allow the State of Florida Auditor General and the Employers independent auditors full access as part of its scope of work when conducting an audit of the Employer. State of Florida Auditor General audits may occur every three (3) years. This would be in addition to any annual claims audit that the Employer performs through contract with a firm for independent auditing services. Florida Blue Representations Florida Blue represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Florida; (iii) it has all necessary power and has received all necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the Agreement on behalf of Florida Blue is authorized to do so. IN WITNESS WHEREOPF, on the date first written above, the parties have caused this Agreement to be executed by their duly authorized representatives. BLUE CROSS AND BLUE SHIELD FLORIDA, INC. D/B/A FLORIDA BLUE he. E Signature , 7 -~ CAA LTDA Hs PE O@k, Name (Printed) VP, Sales Operations Title rly | Date , [Signatures continued on next page] [Signature page to Administrative Services Agreement between Blue Cross and Blue Shield of Florida, Inc. D/B/A Florida Blue and The School Board Of Duval County, Florida] ATTEST: THE SCHOOL,BOARD OF DUVAL COUNTY, FLORIDA By: ben Ys Paula D. Wright, Chairman Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: Approved by the Board: August 1, 2017 By: Office of General Counsel Uo N EXHIBIT "A" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.D/B/A FLORIDA BLUE and THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA GROUP HEALTH PLAN The entire Group Health Plan is attached hereto and made a part of this Agreement. Go bo EXHIBIT "B" to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.D/B/A FLORIDA BLUE and THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA FINANCIAL ARRANGEMENTS Effective Date The effective date of this Exhibit is January 1, 2018. Monthly Payments. A. Each month, Florida Blue will notify Employer of the amount due to satisfy the previous month's paid claims liability. Florida Blue also will provide Employer with a detailed printout of the previous months claims payments. Employer agrees to pay the full amount of the bill within ten (10) days of the written notification. If the payment is not received by Florida Blue by the payment due date, the payment will be considered past due and subject to a late payment charge, as set forth below. Additionally, Florida Blue will immediately suspend claims until payment is received by Florida Blue. B. Employer agrees to pay to Florida Blue, each month during and after the term of this Agreement, an administrative fee, as set forth below. Employer agrees to pay to Florida Blue, each month, the administrative fee within ten (10) days of the written notification of the amount due. If payment is not received by Florida Blue by the due date, the payment will be considered past due and subject to a late payment charge, as set forth below. Additionally, Florida Blue will immediately suspend claims until payment is received by Florida Blue. Funding Information A. Method of Funding Transfer: ACH Administrative Fees: A. Administrative fees during the term of the Agreement: $33.25 per employee per month from January 1, 2018 through December 31, 2022. B. Florida Blue will pay Employer, an annual wellness contribution of $200,000 paid in calendar year 2018, 2019, 2020, 2021 and 2022. . Administrative fees include a Florida Blue Personal Health Advocate to be dedicated full time to the Employer, to be located at the Florida Blue office, and to be accessible to members at the Employer's locations. D. Administrative fees after the termination of the Agreement: 0% of claims paid. E. Administrative fees include $0.35 per enrolled contract per month for annual enrollment costs F. Administrative fees include a Florida Blue full-time customer service representative to be located onsite at the Employers administrative office. G. The following services are also included in the Administrative fees Service Included in Fees (Yes/No) Additional Cost and/or Limitations Current plan design administration Full time member service representative on-site at the Employer Please see item IV - F in Exhibit B above. Dedicated account management team Attendance at quarterly administrative and Plan management meetings Medical and Pharmacy Clinical Director attendance at annual utilization review meetings Annual enrollment training and on-site enrollment meeting participation as outlined in RFP | | ~||Master accumulator for medical and pharmacy deductible and out of pocket maximums Integration of pharmacy claims from independent Pharmacy Benefits Manager (PBM) We currently offer pharmacy services through Prime. Run-out claims administration following termination of Contract for a minimum of one year Provide run out claims data following termination of contract | | | On-line capability for eligibility additions, changes and deletions (prospective and retroactive) DCPS currently sends a file from FBMC, there is no online eligibility for additions or deletions other than the file. In the circumstances of immediate needs in between the normal file schedule those changes can be made via phone / email with the 35 Included in Fees Additional Cost and/or SErvige (Yes/No) Limitations dedicated associate in membership and billing. Weekly eligibility discrepancy reports Once the enrollment file is loaded to the system, the error/fallout report will be returned to the customer within 1-2 business days. Eligibility data interface with the Employer and its Y contracted vendor for retiree and COBRA participants on an ongoing basis Monthly comprehensive eligibility, claims and Y utilization experience downloads Retroactive eligibility and claims reprocessing Y Printing and distribution of ID cards initially and when Y New ID cards are not needed Plan deductibles, co-pays, and co-insurance changes unless there is a product change are made and when replacement cards are issued HMO to Blue Options as an example On- line access to provider Network directory Y Development and maintenance of Summary Plan Y Florida Blue will provide Member Description (SPD) and Summary of Benefits and Handbooks and SBC Coverage (SBC) Posting of the Plan Summary Plan Description (SPD) Y Florida Blue will provide Member and Summary of Benefits and Coverage (SPC) on Handbooks and SBC your Company website for Member access Printed Summary Plan Description (SPD) for hard Y Florida Blue will provide Member copy requests (approx. fifty (50) per year) Handbooks and SBC Web-based access to administrative tools for Network Y providers to access Member coverage details Web-based administrative tools for Members to view Y specific Plan information and access claims history and educational tools on provider Network, cost comparisons and wellness issues Provider Network administration and access to a local Y and national Network of providers, including Centers of Excellence Claims adjudication, including review and defense of Y appealed claims, up to the external claims review Physician and Pharmacy claims adjudication and Y benefit appeals External claims administration and selection of review Y agency for medical and pharmacy appeals Cost of external claims review Y Legal defense of claims appeals involving clinical decisions Contractor made Modified using language proposed in admin. section DCPS will be responsible for the legal defense of claims for which DCPS made the choice as to the determination of coverage. Florida Blue shall be responsible for the legal defense of claims that involve the claim Service Included in Fees Additional Cost and/or (Yes/No) Limitations determination based on Florida Blues medical and/or pharmacy, and authorization standards. Fraud, waste and abuse program Y Third party liability recovery (subrogation) services Y To the extent our third-party vendor charges contingent fees for subrogation recovery, the self- funded group shall bear those costs. BCBSF will not charge an additional fee for subrogation recoveries beyond the third-party fee(s). Coordination of benefits recoveries Y Overpayment recovery services Y Full Access to records and staff necessary to conduct Y annual external audits conducted by the Employer, State Auditor or its designated auditing firm Monthly full claims detail to Employers benefits Y Files as sent in previous contract consultant in accordance with the fields outlined in year. the Claims File Layout. Monthly reporting of large dollar claims to Y independent stop loss insurance carrier and submission of all data necessary for claims recovery to the Employer File transfer acceptance of pharmacy claims if the Y There would be potential costs Employer determines to provide pharmacy benefits associated with integrating with through an independent pharmacy benefit manager an outside PBM that would be discussed with DCPS once the PBM was identified and the file transfer process was vetted. Integration of pharmacy claims (if the Employer Y If an outside PBM is chosen by determines to provide pharmacy benefits through an DCPS that is not currently independent pharmacy benefit manager) into the established with BCBSF, Companys claims and plan management systems additional costs could apply for setup. Predictive modeling and ongoing outreach and management of members at risk Case management with a dedicated case Y management nurse working closely with the Employer Disease management programs Y Assistance with comprehensive health management Y program design and implementation Annual health fair participation Y Wellness educational materials electronic and Y printed Telemedicine service administration DCPS can choose to add telemedicine services as a buy-up benefit. We contract with Teladoc for acute conditions such as cold 37 Service Included in Fees Additional Cost and/or (Yes/No) Limitations and flu symptoms, allergies, sinus problems, ear infection, urinary tract infection, respiratory infection, and skin problems. Pricing is a PEPM and would be $0.80 for DCPS. Online health risk assessments Y Biometric screening administration onsite at various Y Employer locations as part of the annual wellness program Ability to upload biometric screening results from a Y third-party vendor to the individual member health record and ability to auto-populate the members health risk assessment Activity tracking for wellness and health management Y activities and administration/tracking of incentives Administration of value based benefit design for Y Available per request as a non- participation in health management programs standard benefit. Pharmacy clinical prior authorization program and Y review Pharmacy step therapy program and review Y Pharmacy retrospective utilization review Y Pharmacy clinical review for medical necessity Y Formulary disruption letters to impacted members Y when changes occur Targeted letters to members on pharmacy-related Y issues (any additional costs should be quoted on a per letter basis) Pharmacy patient safety audits at point of sale Claims data requests for GASB and other state and Y federal reporting requirements Online report access with query capabilities including Y detailed eligibility, claims and utilization data Direct Member claims reimbursement (paper claims) ' Member Health Statement, a consolidated view of the detailed medical and pharmacy claims activity that includes the per- service Explanation of Benefits (EOB) as a component. It is provided every 21 days to members who have had finalized claims within the preceding month. Open file transfers to new Contractor using industry Y In a mutually acceptable format standard formats at termination Provide all required notifications and data necessary to comply with any out-of-state requirements, e.g. New York Surcharge. e Included in Fees Additional Cost and/or (Yes/No) Limitations Health Saving Account administration and monthly Y service fees for members selecting the high deductible health plan Cost of a full-time on-site clinical care coordinator Y Clinical Care Coordinator position (Registered Nurse or clinical equivalent). The clinical is labeled Health Advocate, care coordinator shall assist Members in achieving currently in place and per optimal health through identification of risks, closing agreement with District the gaps in care, assisting with Employer wellness position is housed off-site at initiatives, conducting educational sessions at Florida Blue. Please see item IV various locations, and developing health - C in Exhibit B above. improvement strategies. Enrollment Fee of $0.35 to be paid to the Employers Y third party enrollment administrator, currently FBMC Benefits Management for enrollment services. Vv. Late Payment Penalt A. A daily charge of .00038 times the amount of overdue payment. The Employer shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an invoice, Any Penalty for delay in payment shall be in accordance with applicable law. Vi. Expected Enrollment A. The administrative fees referenced above are based onan expected Enrollment of: 12,500 employees. B. If the actual enrollment is materially different from this expected enrollment, Florida Blue reserves the right to adjust the administrative fees as set forth in the Agreement. Administrative fees will be charged based on actual enrollment. EXHIBIT C to the ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC. D/B/A FLORIDA BLUE and THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA HIPAA-AS ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT This addendum (Addendum) is effective upon execution and amends that Administrative Services Agreement (Agreement) made as of January 1, 2018 by and among Blue Cross and Blue Shield of Florida, Inc. d/b/a Florida Blue (Florida Blue); The School Board of Duval County, Florida (Employer) and The School Board of Duval County, Florida Group Health Plan (GHP). WHEREAS, Employer has established and maintains GHP as a self-insured employee welfare benefit plan, as described in GHPs Plan Document (referred to in the Agreement as the Group Health Plan); and WHEREAS, Employer and GHP desire to retain Florida Blue to provide certain claim processing and administrative services with respect to GHP; and WHEREAS, Employer, GHP, and Florida Blue agree to modify the Agreement to incorporate the provisions of this Addendum to address applicable requirements of the implementing regulations, codified at 45 Code of Federal Regulations (C.F.R.) Parts 160-64, for the Administrative Simplification provisions of Title Il, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 (collectively, HIPAA-AS), so that GHP may meet its compliance obligations under HIPAA-AS, and to include additional provisions that Employer, GHP, and Florida Blue desire to have as part of the Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, Employer, GHP, and Florida Blue hereby agree as follows: PART 1DEFINITIONS I. DEFINITIONS All capitalized terms in this Addendum that are not defined by this Addendum will have the meaning ascribed to them by 45 C.F.R. Parts 160-64. The following terms have the following meanings when used in this Addendum: A. "Breach" means the unauthorized acquisition, access, use or disclosure of PHI which compromises the security or privacy of PHI. B. Covered Employee means the person to whom coverage under GHP has been extended by Employer. 4] Covered Person means the Covered Employee and any other persons to whom coverage has been extended under GHP as specified by GHPs Plan Document. Creditable Coverage Certificate means a certificate disclosing information relating to an individuals creditable coverage under a health care benefit program for purposes of reducing any preexisting condition limitation or exclusion imposed by any group health plan coverage. Disclose and disclosure mean, with respect to Protected Health Information, release, transfer, providing access to or divulging to a person or entity not within Florida Blue. Electronic Protected Health Information means Protected Health Information that is (1) transmitted by electronic media or (2) maintained in electronic media. Protected Health Information means the Protected Health Information, as that term is defined in 45 C.F.R. 160.103, that Florida Blue creates or receives for, on behalf of, or from GHP (or from a GHP Business Associate) in the performance of Florida Blues duties under the Agreement and this Addendum. For purposes of this Addendum, Protected Health Information encompasses Electronic Protected Health Information. Plan Document means GHPs written documentation that informs Covered Persons of the benefits to which they are entitled from GHP and describes the procedures for (1) establishing and carrying out funding of the benefits to which Covered Persons are entitled under GHP, (2) allocating and delegating responsibility for GHPs operation and administration, and (3) amending the Plan Document. Employer and GHP represent and warrant that GHPs Plan Document provides for the allocation and delegation of the responsibilities assigned to Florida Blue under the Agreement. "Unsecured PHI" means PHI that is not secured through the use of technology or methods approved by the Secretary of Health and Human Services to render the PHI unusable, unreadable or indecipherable to unauthorized individuals. Use means, with respect to Protected Health Information, utilization, employment, examination, analysis or application within Florida Blue. PART 2--FLORIDA BLUES RESPONSIBILITIES ll. SERVICES PROVIDED BY FLORIDA BLUE During the continuance of the Agreement, Florida Blue will perform the services set forth in the Agreement with respect to the benefits offered to Covered Persons by GHP. ll. PRIVACY AND SECURITY OF PROTECTED HEALTH INFORMATION A. Preservation of Privacy Florida Blue will keep confidential all Protected Health Information that Florida Blue creates or receives on GHPs behalf or receives from GHP (or another Business Associate of GHP) in the performance of its duties under the Agreement and this Addendum. B. Prohibition on Non-Permitted Use or Disclosure Florida Blue will neither use nor disclose Protected Health Information (including any Protected Health Information that Florida Blue may receive from a GHP Business Associate) except (1) as permitted or required by this Addendum, (2) as permitted or required in writing by GHP, or (3) as Required by Law. C. Permitted Uses and Disclosures Florida Blue will be permitted to use or disclose Protected Health Information only as follows: 1. GHPs Payment Activities and Health Care Operations Florida Blue will be permitted to use and disclose Protected Health Information for Payment, Health Care Operations, and Data Aggregation for GHP, including programs administered by Florida Blue for GHP that may improve the quality and reduce the cost of care Covered Persons receive. Those programs administered by Florida Blue for GHP: X include (but are not limited to) do not include a payer-based health record program (i.e., Care Profile). 2. Another Covered Entitys Payment Activities and Health Care Operations Florida Blue will be permitted to disclose Protected Health Information in accordance with 45 C.F.R. 164.506(c) for the Payment activities of another Covered Entity or Health Care Provider and for the qualifying Health Care Operations of another Covered Entity. 3. Providers Treatment Activities Florida Blue will be permitted to disclose Protected Health Information in accordance with 45 C.F.R. 164.506(c) for the Treatment activities of a Health Care Provider. 4. Covered Person Permission Florida Blue will be permitted to use or disclose Protected Health Information in accordance with an authorization or other permission granted by an Individual (or the Individuals Personal Representative) in accordance with 45 C.F.R. 164.508 or 45 C.F.R. 164.510, as applicable. 5. Florida Blues Own Management and Administration a. Protected Health Information Use Florida Blue will be permitted to use Protected Health Information as necessary for Florida Blues proper management and administration or to carry out Florida Blues legal responsibilities. b. Protected Health Information Disclosure Florida Blue will be permitted to disclose Protected Health Information as necessary for Florida Blues proper management and administration or to carry out Florida Blues legal responsibilities only (i) if the disclosure is Required by Law, or (ii) if before the disclosure, Florida Blue obtains from the entity to which the disclosure is to be made reasonable assurance, evidenced by written contract, that the entity will (1) hold Protected Health Information in confidence, (2) use or further disclose Protected Health Information only for the purposes for which Florida Blue disclosed it to the entity or as Required by Law; and (3) notify Florida Blue of any instance of which the entity becomes aware in which the confidentiality of any Protected Health Information was breached. 6. De-Identified Health Information Florida Blue may use Protected Health Information to create De-Identified Health Information in conformance with 45 C.F.R. 164.514(b). Florida Blue may use and disclose De-Identified Health Information for any purpose, including after any termination of the Agreement and this Addendum. 7. Limited Data Set a. Creation of Limited Data Set. Florida Blue may use Protected Health Information to create a Limited Data Set: 44 L. that contains the minimum amount of Protected Health Information reasonably necessary to accomplish the purposes set out in Paragraph b of this Section III.C.6, below; and il. from which have been removed all of the direct identifiers, as specified in 45 C.F.R. 164.514(e)(2), of the Individuals whose Protected Health Information is included in the Limited Data Set or of the relatives, household members and employers of those Individuals. Florida Blues Permitted Uses and Disclosures. Florida Blue may use and disclose the Limited Data Set for only Health Care Operations permitted by this Addendum. Prohibition on Unauthorized Use or Disclosure. i; Florida Blue will neither use nor disclose the Limited Data Set for any purpose other than as permitted by Paragraph b of this Section Ill.C.6, as otherwise permitted in writing by GHP, or as Required by Law. il. Florida Blue is not authorized to use or disclose the Limited Data Set in a manner that would violate the Privacy Rule, 45 C.F.R. Part 164, Subpart E, if done by GHP. iil. Florida Blue will not attempt to identify the information contained in the Limited Data Set or contact any Individual who may be the subject of information contained in the Limited Data Set. Information Safequards. Florida Blue will adopt and use appropriate administrative, physical, and __ technical safeguards to preserve the integrity and confidentiality of the Limited Data Set and to prevent its use or disclosure other than as permitted by this Section III.C.6. Permitted Subcontractors, and Agents. Florida Blue will require any agent or subcontractor to which it discloses the Limited Data Set, to agree to comply with the same restrictions and conditions that apply to Florida Blues use and disclosure of the Limited Data Set pursuant to this Section III.C.6. D. f. Breach of Privacy Obligations. Florida Blue will report to GHP any use or disclosure of the Limited Data Set that is not permitted by this Section III.C.6 of which Florida Blue becomes aware. Minimum Necessa Florida Blue will, in the performance of its functions and activities on GHPs behalf under the Agreement and this Addendum, make reasonable efforts to use, to disclose, or to request of a Covered Entity only the minimum necessary amount of Protected Health Information to accomplish the intended purpose of the use, the disclosure, or the request, except that Florida Blue will not be obligated to comply with this minimum necessary limitation with respect to: E. Disclosures to GHP, as distinguished from disclosures to Employer; Disclosure to or request by a health care provider for Treatment; Use with or disclosure to a Covered Person who is the subject of Protected Health Information, or that Covered Persons Personal Representative; Use or disclosure made pursuant to an authorization compliant with 45 C.F.R. 164.508 that is signed by an Individual who is the subject of Protected Health Information to be used or disclosed, or by that Individuals Personal Representative, as defined in 45 C.F.R. 164.502(g); Disclosure to the United States Department of Health and Human Services (DHHS) in accordance with Section VIII below; Use or disclosure that is Required by Law; or Any other use or disclosure that is excepted from the minimum necessary limitation as specified in 45 C.F.R. 164.502(b) (2). Disclosure to GHP and GHPs Business Associates Other than disclosures permitted by Section Ill.C. above, Florida Blue will not disclose Protected Health Information to GHP, a GHP Business Associate, or a GHP Vendor, except as directed by GHP in writing. F. Disclosure to Florida Blues Subcontractors and Agents Florida Blue may disclose Protected Health Information to a subcontractor or agent. Florida Blue will require each subcontractor and agent to which Florida Blue may disclose 46 Protected Health Information to provide reasonable assurance, evidenced by written contract, that such subcontractor or agent will comply with the same privacy and security obligations with respect to Protected Health Information as this Addendum applies to Florida Blue. G, Disclosure to Employer Florida Blue will not disclose any Protected Health Information to Employer, except as permitted by and in accordance with PART 3 below. H. Reporting Non-Permitted Use or Disclosure and Security Incidents 1. Privacy Breach Florida Blue will report to GHP any use or disclosure of Protected Health Information not permitted by this Addendum or in writing by GHP, including Breaches of Unsecured PHI, of which Florida Blue becomes aware in accordance with relevant legal requirements. Florida Blue will cooperate with GHP in GHP's performance of investigation or assessments necessary to determine whether a Breach of Unsecured PHI has occurred. GHP shall bear sole responsibility for determining the need for and implementing notification concerning any Breach of Unsecured PHI, 2. Security Incidents Florida Blue will report to GHP any incident of which Florida Blue becomes aware that is (a) a successful unauthorized access, use or disclosure of Electronic Protected Health Information; or (b) a successful major (i) modification or destruction of Electronic Protected Health Information or (ii) interference with system operations in an Information System containing Electronic Protected Health Information. Upon GHPs request, Florida Blue will report any incident of which Florida Blue becomes aware that is a successful minor (a) modification or destruction of Electronic Protected Health Information or (b) interference with system operations in an Information System containing Electronic Protected Health Information. I. Duty to Mitigate Florida Blue will mitigate to the extent practicable any harmful effect of which Florida Blue is aware that is caused by any use or disclosure of Protected Health Information in violation of this Addendum. J. Termination of Addendum GHP will have the right...