Administrative Services Agreement with AvMed, Inc. d/b/a AvMed ay ?by
Administrative Services Agreement
Relative to the
Exclusive Provider Network and Point of Service Benefit Plans
Between
AvMed,Inc.d/b/a AvMed
and
City of Miami Beach
Effective DATE,March 1,2015
SF-ASA—City of Miami Beach-2015
SF-3736(03/15)
TABLE OF CONTENTS
I. DEFINITIONS 1
II. ELIGIBILITY AND ENROLLMENT 2
III. ADMINISTRATIVE FEES 3
IV. TERMINATION 4
V. DISCLAIMER OF LIABILITY 6
VI. CLAIM ADMINSTRATION 6
VII. FUNDING AND PAYMENT OF CLAIMS 7
VIII. RECORD OWNERSHIP,RETENTION AND REVIEW 8
IX. NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION 9
X. LIABILITY AND INDEMNITY AND INSURANCE 10
XI. LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER 12
XII. MODIFICATION OF PLAN AND ADMINISTRATIVE DUTIES AND CHARGES 12
XIII. MODIFICATION OF AGREEMENT 13
XIV CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 13
XV. MISCELLANEOUS 13
A. PLAN DOCUMENT A-1
B. BASIC ADMINISTRATIVE SERVICES AND CHARGES ("SERVICES") B-1
C. CLAIM AUDIT AGREEMENT C-1
D. CONFIDENTIALITY AGREEMENT D-3
E. CLAIM PAYMENT OR OVERPAYMENT RECOVERY E-1
SF-ASA—City of Miami Beach-2015
SF-3736(03/15)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement,made effective this 1st day of,March 2015, by and between City of Miami Beach, (Employer),
and AvMed, Inc.,a Florida corporation,d/b/a AvMed and shall terminate on September 30,2016(the"Term").
WITNESSETH:
WHEREAS, the Employer, in its role as plan sponsor, has adopted and self-insures the program of employee
health benefits described in EXHIBIT A (the `Plan') for the benefit of its eligible employees and their eligible
dependents;and
WHEREAS,the Employer has requested AvMed to furnish certain administrative services to the Plan, including
(1) receiving and processing claims for benefits under the Plan, (2) disbursing claim payments under the Plan,
and (3) performing the Plan-related administrative duties specified in EXHIBIT B, Basic Administrative
Services(the"Services"); and
WHEREAS, AvMed is to provide the Services as specifically agreed upon herein. AvMed neither insures nor
underwrites any of the liabilities of Employer under the Plan. The Employer and/or the Plan Administrator
retains all such liabilities, including but not limited to funding the Plan. AvMed does not assume any such
liability.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby
agreed as follows:
I. DEFINITIONS
As used in this Agreement, each of the following terms will have the meaning indicated:
1.01 A greement means this Administrative Services Agreement between the parties and all amendments,
addenda, exhibits, supplemental agreements, and schedules which are or may be incorporated in this
Agreement from time to time.
1.02 AvMed, Inc., or AvMed, means a private, not-for-profit Florida corporation, state licensed as a health
maintenance organization and a third party administrator under Chapters 641 and 626,Florida Statutes,
which has contracted with the Employer to provide or arrange for health care services to Plan
Participants under the terms and conditions set forth in this Agreement.
1.03 Company means City of Miami Beach, 1700 Convention Center Drive, Miami Beach, FL 33139, FED
Number: 59-6000372. The Company may also be referred to herein as the `Plan Sponsor' or
`Employer'.
1.04 Contract Year means the period of 12 consecutive months commencing on the effective date of this
Agreement.
1.05 Copayment means the charge which the Participant is required to pay at the time certain health services
are provided under the Plan. The Participant is responsible for the payment of any Copayment charges
directly to the provider of the health services at the time of service.
1.06 Covered Dependent means any member of a Covered Employee's family who meets all applicable
requirements of the Plan for dependent status, who is enrolled under the Plan and for whom the
administrative service fee required by Section III has been received by AvMed.
1.07 Covered Employee means an employee of the Employer who meets all applicable requirements of the
Plan, who enrolls in the Plan and for whom the administrative service fee required by Section III has
been received by AvMed.
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1.08 Participant means any Covered Employee or Covered Dependent and any individual continuing
coverage under the Plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of
1985,as amended from time to time(COBRA).
1.09 Plan means the City of Miami Beach Group Health Plan, as described in EXHIBIT A, maintained by
the Employer for the benefit of Employer's eligible employees and their eligible dependents.
1.10 Plan Administrator means City of Miami Beach, (305)673-7524, 1700 Convention Center Drive,
Miami Beach,FL 33139, INCLUDING `ATTENTION TO: Sylvia Crespo-Tabak'.
1.11 Service Area means those counties in the State of Florida where AvMed has been approved to conduct
business by the Florida Department of Financial Services, as listed in the Summary Plan Description
(SPD)for the Plan.
IL ELIGIBILITY AND ENROLLMENT
2.01 Employer will:
2.01.01 respond to all routine inquiries from employees concerning enrollment in the Plan and its
terms,conditions, and operations; and
2.01.02 handle all enrollment activity using enrollment forms approved by AvMed, as amended from
time to time by AvMed; and
2.01.03 notify employees of their right to apply for benefits and supply them with claim filing
instructions, if required.
2.02 In determining any person's right to benefits under the Plan, AvMed will rely upon eligibility
information furnished by the Employer. It is mutually understood that the effective performance of this
Agreement by AvMed will require that it be advised on a timely basis by the Employer during the
continuance of this Agreement of the identity of individuals eligible for benefits under the Plan. Such
information will identify the effective date of eligibility and the termination date of eligibility and will
be provided promptly to AvMed in a form and with such other information as reasonably may be
required by AvMed for the proper administration of the Plan. Employer represents and warrants that its
eligibility determinations will be in accordance with the terms of the Plan.
2.03 Employer acknowledges that its prompt furnishing of complete and accurate eligibility and benefit
information is essential to the timely and efficient administration by AvMed of claims for benefits under
the Plan. If Employer, or any party designated by Employer, fails to provide AvMed with accurate
eligibility information,benefit design requirements, or other agreed-upon data, including but not limited
to electronic data, tapes, or software, in an accessible and readable format, and in the time frame and
format prescribed by AvMed,AvMed will have no liability whatsoever under this Agreement for any act
or omission by AvMed, or its employees, affiliates, subcontractors, agents, or representatives, which is
directly or indirectly caused by such failure.
2.04 Employer will notify AvMed of the termination of eligibilities of any Participant within 30 days of the
date of the loss of eligibility (notice of termination). Employer will remain responsible for all fees,
charges, and claims which such terminated Participant incurred or charged until such time as AvMed has
processed such notice of termination; which notice of termination shall be processed within three (3)
business days from AvMed's receipt of the notice of termination. Accordingly, Employer's
responsibility for the fees, charges, and claims incurred by said terminated Participant shall terminate
upon the date AvMed processes the notice of termination or within three(3)business days from the date
AvMed received notice of the termination, whichever occurs first(the effective date of the termination).
All authorizations provided prior to AvMed's receipt of such notice of termination will be honored and
will remain the responsibility of the Employer if AvMed is unable to recover funds on behalf of
Employer in accordance with the Florida Prompt Payment legislation. The Employer has the right to
recover funds from a Participant for any payment made on behalf of the Participant.
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2.05 The eligibility requirements set forth in the Plan will at all times control and no coverage contrary
thereto will be effective. Coverage will not be implied due to clerical or administrative errors if such
coverage would be contrary to the terms of the Plan.
III. ADMINISTRATIVE FEES
3.01 On or before the first day of each month for the previous month, Employer or its designated agent will
remit to AvMed, on behalf of each Participant,the monthly administrative charges set forth in EXHIBIT
B, Part II. Only Participants for whom the stipulated payment is actually received by AvMed will be
entitled to the health services covered under this Agreement and then only for the period for which such
payment is applicable. Failure of the Employer to pay fees and charges under this Agreement by the
first of the month and not later than the end of the grace period(as provided in Section 3.02)will result
in retroactive termination of the Agreement, effective at 12:00 a.m. (midnight) on the last day of the
month for which such amounts were paid, unless the payment of amounts due has otherwise been
contractually adjusted and specified by the parties in a fully executed addendum to this Agreement.
Employer will be responsible for payment of any assessment of tax or deficiency issued by a state or
other jurisdiction that is assessed for services provided to Employer, unless Employer is otherwise
exempt. However, to the extent that the applicability of any such exemption is contested by anyone,
Employer shall continue to be responsible for any required payment and not AvMed. Notwithstanding
the foregoing, Employer will not be responsible for any tax or assessment that AvMed would otherwise
incur pursuant to its business functions unrelated to its business relationship with Employer under this
Agreement, including:
3.01.01 any real or property related taxes;
3.01.02 any franchise and privilege taxes on Employer's business;
3.01.03 any taxes based on the gross or net income received by Employer; and
3.01.04 any taxes based on the licensing of AvMed, its affiliates or subsidiaries as a third party
administrator.
3.02 Grace Period. This Agreement has a 30-day grace period. This provision means that if any required
fees and charges are not paid on or before the date they are due, they must be paid during the 30-day
grace period. During the grace period, the Agreement will stay in force. However, if payment is not
received by the last day of the grace period, termination of this Agreement for nonpayment of fees will
be retroactive to 12:00 a.m. (midnight) on the last day of the month for which fees were paid. Note:
Certain provisions in Section 4.01 may apply if the parties have executed an addendum affecting
charges.
3.03 Refund of fees paid to AvMed by the Employer for any Participant after the date on which that
Participant's eligibility ceased or the Participant was terminated will be limited to the total excess fees
paid up to a maximum of 60 days from the effective date of termination, provided there are no claims
incurred subsequent to the effective date of such ineligibility or termination. AvMed will not be liable
for any preauthorization of services or supplies or claims paid on behalf of individuals who are
retroactively determined to be ineligible for benefits under the Plan, if at the time of such
preauthorization or payment, AvMed had reason to believe that such individual was eligible to
participate in the Plan. No retroactive terminations of Participants will be made beyond 60 days from
notification of the terminating event.
3.04 In the event of the retroactive termination of an individual Participant, AvMed will not be responsible
for expenses incurred by AvMed in providing benefits to the Participant under the terms of this
Agreement after the effective date of termination(due to the Employer's nonpayment of fees or failure
to timely notify AvMed of Person's ineligibility). See EXHIBIT E for payment recovery options.
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IV. TERMINATION
All rights and benefits under this Agreement will cease as of the effective date of termination, unless otherwise
provided herein.
4.01 This Agreement will continue in effect for the Term and may be renewed from year to year thereafter,
subject to the following termination provisions. All rights to benefits under this Agreement will cease at
12:00 a.m. (midnight)on the effective date of termination.
4.02 Reasons for Termination:
4.02.01 Loss of Eligibility. Upon loss of a Participant's eligibility as defined under the Plan,
coverage under the Plan will automatically terminate the last day of the month for which the
monthly administrative fee was paid, and during which the Participant was eligible for
coverage.
a. Coverage for all Covered Dependents will automatically terminate on the last day for
which the monthly administrative fee was paid, and during which the Covered
Dependents were eligible for coverage, upon a loss of the Covered Employee's
eligibility, as defined under the Plan.
4.02.02 Failure to Pay Fees. Upon failure of the Employer to pay any fees under the Agreement,
and following thirty(30)days written notice(cure period)to Employer and Employer failing
to cure said non-payment during said cure period, benefits hereunder will terminate, for all
Participants for whom such payment has not been received, at 12:00 a.m. (midnight), on the
last day of the month for which the monthly fees were paid. AvMed may retroactively
cancel the Agreement to the last day of the period for which fees have been paid.
4.02.03 Termination of Agreement by Plan Sponsor/Employer. Employer may terminate this
Agreement based upon one or more of the following reasons. In such event, benefits
hereunder will terminate for all Participants at 12:00 a.m. (midnight) on the Agreement
expiration date as described below:
a. Termination of Agreement.
i. Without cause, on the anniversary date, by providing written notice to AvMed sixty
(60) days prior to the anniversary date. In such event, benefits hereunder will
terminate for all Participants at 12:00 a.m. (midnight) on the Agreement expiration
date;or
ii. AvMed has performed an act or practice that constitutes fraud or made an
intentional misrepresentation of material fact under the terms of this Agreement.
This will result in immediate termination of the Agreement.
b. Without limiting the generality of the foregoing and in addition to those instances
referred to herein as a breach,an Event of Default shall include the following;
i. AvMed has failed to perform any of the terms and conditions of this Agreement;
ii. AVMed has failed to make prompt payment pursuant to applicable laws and
regulations,to network providers,as contemplated under this Agreement;
iii. AvMed has breached any representations or warranties contained in this Agreement;
iv. AvMed has breached any laws in connection with performing the services
contemplated under this Agreement;or
v. AvMed has voluntarily or involuntary filed for any chapter under the United States
bankruptcy codes.
c. Notice of Default.
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i. In an Event of Default under subsection 4.02.03(b), Employer shall notify AvMed
in writing ("Default Notice"), specifying the basis of such default, providing
AvMed with a thirty (30)day cure period, and providing the termination date of the
Agreement, in the event the default is not cured within said cure period.
ii. AvMed, upon such notice of termination under this subsection 4.02.03(a) or (b),
AvMed shall,unless otherwise directed by Employer:
a. Stop providing all services on the effective date of termination;and
b. Take such action as required under this Agreement for the protection of the claims data,
Summary of Benefits and Coverage, Summary Plan Description, and copies furnished
by the Employer to AvMed hereunder, or furnished by AvMed to the Employer and/or
created by AvMed in connection with the services which AvMed performs on behalf of
Employer under this Agreement, all of which shall be returned to Employer within
thirty (30) days from the effective date of termination. AvMed shall retain a copy of
any such materials, data, documents, etc. as it deems necessary and the protections
required under this Agreement will continue to apply to such information retained by
AvMed. After AvMed returns the materials, data, documents, etc. described herein to
Employer, AvMed shall have no obligation to Employer to maintain said materials,
data,documents,etc.
4.02.04 Termination of Agreement by AvMed. AvMed may discontinue, or choose not to renew
this Agreement based on one or more of the following conditions. In such event, benefits
hereunder will terminate for all Participants at 12:00 a.m. (midnight) on the Agreement
expiration date as described below.
a. Employer has failed to pay fees or contributions in accordance with the terms of this
Agreement or AvMed has not received timely payments(See Section III,Administrative
Fees and Section 4.02.02). Termination of coverage will be effective on the last day of
the month for which payments were received by AvMed;
b. Employer has failed to provide funds in accordance with Section VII., Funding And
Payment Of Claims;
c. Employer has performed an act or practice that constitutes fraud or made an intentional
misrepresentation of material fact under the terms of this Agreement. This will result in
immediate termination of the Agreement;
d. There is no longer any enrollee in connection with the Plan who lives, resides, or works
in the Service Area. Termination of coverage will be effective on the last day of the
month for which payments were received by AvMed;
e. AvMed ceases to provide services in the applicable market. Termination will be
effective upon 180 days written notice from AvMed to Plan Sponsor/Employer;
f. The Employer voluntarily or involuntary files for any chapter under the United States
bankruptcy codes.
g. Without cause, on the anniversary date, by providing written notice to Employer one
hundred eighty (180) days prior to the anniversary date. In such event, benefits
hereunder will terminate for all Participants at 12:00 a.m. (midnight) on the Agreement
expiration date.
4.03 Notification Requirements:
4.03.01 Loss of Eligibility of Participant. It is the responsibility of Employer to notify AvMed in
writing within 30 days from the effective date of termination regarding any Participant who
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becomes ineligible to participate in the Plan. Failure of the Employer to provide timely
written notice as described above may lead to retroactive termination of the Participant. The
effective date for such retroactive termination will be the last day of the month for which an
administrative fee was paid and during which the Participant was eligible for coverage.
4.03.02 Agreement Termination. In the event this Agreement is terminated, the Employer agrees
that it will provide no less than 45 days prior written notification of the date of such
termination to Participants who are covered under the Plan.
4.03.03 In no event will any retroactive termination of a Participant be made beyond 60 days from
notification of the terminating event.
V. DISCLAIMER OF LIABILITY
5.01 AvMed's Plan Providers are independent contractors and not the agents or employees of AvMed.
Therefore, neither Employer nor its agents, servants or employees, nor any Participant, is the agent or
representative of AvMed, and none of them will be liable for any acts or omissions of AvMed, its agents
or employees, or of a Hospital, or Physician, or any other person or organization with which AvMed has
made or hereafter will make arrangements for the performance of services under this Agreement.
5.02 Neither AvMed nor its agents, servants or employees, nor any Participant, is the agent or representative
of the Employer, and none of them will be liable for any acts or omissions of Employer, its agents or
employees or any other person representing or acting on behalf of Employer.
5.03 AvMed will not be liable for any negligent act or omission committed by any independent practicing
Physicians, nurses, or medical personnel, nor any Hospital or health care facility, its personnel, other
Health Professionals or any of their employees or agents, who may, from time to time, provide Medical
Services to a Participant under the Plan. Furthermore, AvMed will not be vicariously liable for any
negligent act or omission of any of these Health Professionals who treat a Participant under the Plan.
VI. CLAIM ADMINSTRATION
6.01 AvMed will, consistent with the general standards in the industry for third party administration and
consistent with the terms of the Plan and the Plan administration policies and procedures adopted by
Employer and provided to AvMed:
6.01.01 receive claims for Plan benefits and timely review such claims and requests to determine
what amount,if any, is due,payable and/or allowable with respect thereto in accordance with
the terms and conditions of the Plan; and
6.01.02 disburse or provide, to the person entitled thereto, benefit payments that it determines to be
due in accordance with the provisions of the Plan.
6.02 AvMed will make initial claims determinations pursuant to the Plan terms. The foregoing is subject to
Employer's delegation of full responsibility to AvMed, as named fiduciary, for the final internal review
of denied claims appealed in writing by a Plan Participant or beneficiary holding a valid assignment of
benefits under the Plan. AvMed agrees to notify Plan Participants and beneficiaries of the right to
address a final written appeal to AvMed, in circumstances where AvMed makes an initial claim denial
pursuant to the terms of the Plan.AvMed further agrees to cooperate with Employer by timely providing
all information in its possession or control, necessary for Employer to review the final appeal of a
denied claim within the guise of all applicable federal and Florida state statutory laws, codes, and rules,
as well as those not in violation of public policy.
6.03 AvMed, acting as fiduciary to the Plan, has been delegated the authority and responsibility to make a
full and fair review of each claim denial and to notify the claimant in writing of its decision on review
within the time limits and other relating thereto. AvMed acknowledges that this delegation of authority
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is reflected in the governing document(s) of the Plan and the Summary Plan Description provided to
Plan Participants.
VII. FUNDING AND PAYMENT OF CLAIMS
7.01 AvMed will notify Employer either by facsimile or email of the total dollar amount of claims,
prescription drug payments and/or such other Plan-related expenses to be paid as set forth in EXHIBIT
B, Part II. This notification will be sent to Employer no less than weekly or as often as a Claims and/or
Prescription Drug Payments to be Funded Report is available. The Employer may authorize AvMed to
initiate an Automated Clearing House (ACH) transfer of funds or the Employer may initiate an ACH
transfer of funds. The funds must be received by AvMed within two business days of the original
notification. If neither of these ACH methods is acceptable, Employer may wire transfer funds into
AvMed's account within the required two business days. If any other funding mechanism is to be used,
such as payment by check, additional claim deposits will be required so that the flow of claims and/or
prescription drug payments is steady and predictable. In the event a claim exceeds the stop loss
deductible amount in a single payment,AvMed and Employer will determine the appropriate manner in
which to proceed with such payment.
7.02 AvMed, as agent for the Employer and as the provider of the administrative services described in this
Agreement, will issue checks for Plan benefits and Plan-related expenses in the amount AvMed
determines to be proper under the Plan and/or under this Agreement. In the event that sufficient funds
are not available to pay all Plan benefits and Plan-related expenses when due,then AvMed will cease to
process claims under this Agreement and will provide notice to the Employer of this action. If the
Employer is delinquent in funding the Account, the Employer is immediately required to notify all
Participants and all health care providers to be paid of the delinquency of funding. Such notification
will be in writing and a copy forwarded to AvMed. If the Employer does not provide such notification
within five calendar days of such delinquent funding, AvMed has the right, but not the duty, to notify
Participants and health care providers of the delinquency of funding.
7.02.01 Employer agrees that payment will arrive no later than close of business every Wednesday,
unless AvMed is delinquent in sending the funding request. In the event Employer begins to
miss funding deadlines on a recurring basis,AvMed will establish and require Employer to
fund a working deposit equal to one week's historical claims experience.
7.03 In the event AvMed pays any person less than the amount to which he is entitled under the Plan,AvMed
will promptly adjust the underpayment by requesting additional funds through the claims funding
process. In the event AvMed overpays any person entitled to benefits under the Plan,or pays benefits to
any person not entitled to them, AvMed will take all reasonable steps to recover the overpayment;
however,AvMed will not be required to initiate court proceedings to recover an overpayment. AvMed
will promptly notify the Employer if it is unsuccessful in recovering any overpayment. AvMed will
deposit all amounts recovered in the Employer's Account with AvMed. See EXHIBIT E for payment
recovery options. AvMed will only be liable for overpayments to the extent set forth in Section X.
7.04 The parties acknowledge that the Employer has paid the sum of $178,000, which is to be used as
follows:
7.04.01 For interest payments to providers should they be required under the Florida prompt pay
legislation; and for prescription drug coverage offered through AvMed's Pharmacy Benefit
Manager.
7.05 If these deposits are used in whole or part AvMed will request the balance as part of the funding request
process outlined in Section 7.02. This amount will be reviewed periodically by AvMed; if the amount
proves insufficient based on an average of three(3)months paid claim data,Employer agrees to increase
the deposit accordingly.
7.06 It is understood that AvMed will not advance its own funds for payment of any medical, interest or
pharmacy expenses incurred by the Participants.
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VIII. RECORD OWNERSHIP,RETENTION AND REVIEW
8.01 AvMed hereby acknowledges and agrees that the E m p l o y e r retains all rights, title and interests
in and to all materials, data, documentation and copies thereof furnished by the Employer to
A v M e d hereunder or specifically created by AvMed for delivery to the Employer, even if
unfinished or in process, as a result of the Services AvMed performs in connection with this
Agreement, including all copyright and other proprietary rights therein, which AvMed as
well as its employees, agents, subcontractors and suppliers may use only in connection with the
performance of Services under this Agreement. AvMed shall not, without the prior written consent of
the Employer, use such documentation furnished by Employer to AvMed or specifically created by
AvMed for delivery to Employer in any other project in which AvMed or its employees, agents,
subcontractors or suppliers are or may become engaged. Submission or distribution by AvMed to
meet official regulatory requirements or for other purposes in connection with the performance of
Services under this Agreement shall not be construed as publication in derogation of the
Employer's copyrights or other proprietary rights.
8.02 Employer may perform reasonable audits of AvMed's performance under this Agreement. The audits
may be performed by the Employer or its designated agent as determined by the Employer in its
discretion. Upon 30 days' advance written request, documents relating to the payment of claims
together with any supporting documentation or material necessary in the determination or calculation of
all claims and costs charged to the Plan will be made available to the Employer or its designated agent
for its audit or inspection during regular business hours at the place or places of business where it is
maintained by AvMed in Miami-Dade County, Florida. Any audit conducted by a third party designated
agent will be conducted pursuant to the Claim Audit Agreement attached as Exhibit C. Any release of
confidential records or information to the Employer or its designee will be made subject to the
requirements of the Health Insurance Portability and Accountability Act (HIPAA) and subject to the
Confidentiality Agreement attached hereto as EXHIBIT D. Employer agrees that it will ensure that any
designee or other third party who will have access to such confidential records or information executes
such documentation required by AvMed to effectuate the purpose of this Section. No information will
be furnished in the absence of such documentation.
8.03 AvMed agrees to provide to Employer or Employer's designee claim or payment data recorded for or
otherwise integrated into AvMed's data processing systems during the ordinary course of business for
the purpose of populating the applicable medical claims database (claim or payment data will also be
available to Employer pursuant to Section VII). Employer shall provide AvMed with certification that
the plan document has been amended as required by the privacy rule to permit disclosures of PHI to
Employer for plan administration purposes and that Employer agrees to the conditions set forth in that
plan amendment; copies of any authorizations of Participants or Beneficiaries to use to disclose PHI
(and any later changes to or revocations of such authorizations); notice of any restrictions on the use or
disclosure of PHI that Employer agrees to under the privacy rule; and notice of any requests that
communications be sent to a Participant or Beneficiary by an alternative means or at an alternative
location that Employer agrees to under the privacy rule. Employer shall not request that AvMed use or
disclose PHI in any manner that would not be permissible under the privacy rule if done by Employer,
except that AvMed may use or disclose PHI for purposes of data aggregation and the management and
administration activities of AvMed.
8.04 Notwithstanding the above or anything to the contrary in this Agreement, AvMed will provide any
information or data required by Employer in connection with any dispute or litigation regarding a claim
for benefits under the Plan or in connection with an audit by Employer or its agent of claims or costs
charged to the Plan.
8.05 All claims data and records will be maintained by AvMed for no less than the required prevailing
statutory period for record retention and in accordance with the privacy and confidentiality safeguards
required by law. AvMed will maintain all records made or received in connection with this Agreement
for the period of time required by the Florida Public Records law and associated retention schedules
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and/or pursuant with all applicable federal statutory requirements. If this Agreement terminates,AvMed
may deliver at Employer's request, all such books, records and documents, subject to AvMed's right to
retain copies of any records it deems appropriate. Employer will be required to pay AvMed reasonable
charges for transportation or duplication of such records to be determined at time of request for such
documents and records.
8.06 The obligations set forth in this Section will survive termination of this Agreement.
IX. NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION
9.01 Employer and AvMed each acknowledge that in contemplation of entering into this Agreement(and as a
result of the contractual relationship created hereby), each party has revealed and disclosed, and shall
continue to reveal and disclose to the other, information which is proprietary and/or confidential
information(collectively referred to herein as"Confidential Information")of the other party.
9.02 Employer and AvMed agree that each party shall (1) keep such Confidential Information of the other
party in strict confidence; (2)not disclose Confidential Information of the other party to any third parties
or to any of its employees not having a legitimate business need to know such information; and(3)shall
not use Confidential Information of the other party for purposes not directly related top and necessary
for the performance of its obligations under this Agreement (unless required to do so by a court of
competent jurisdiction or regulatory body having authority to require such disclosure).
9.03 Any information which AvMed reasonably deems to be proprietary in nature or any information which
AvMed reasonably believes it cannot disclose due to applicable state and/or federal privacy restrictions
will not be disclosed to the Employer at any time. Employer will have no interest in, nor will AvMed
have any obligation to provide to Employer any claim or payment data recorded for or otherwise
integrated into AvMed's data processing systems during the ordinary course of business (provided,
however,that claim or payment data will be available to Employer pursuant to Section VIII.)
9.04 Employer and AvMed acknowledge that Employer is a municipal corporation and will only disclose any
information, records, documents or any and all other materials/information that is subject to inspection,
copying, and/or disclosure pursuant to the requirements of Florida Public Records law (including,
without limitation Chapter 119,Florida Statutes),as same may be amended from time to time.
9.05 Employer and AvMed acknowledge that there shall be no disclosure of trade secret information, which
information is exempt from public disclosure pursuant to Article I, Section 24 of the Florida
Constitution and sections 812.081 (1)(c), 815.045, and 815.04, Florida Statutes. To the extent that
AvMed provides Employer with any information which AvMed considers to be a trade secret, AvMed
shall provide a cover sheet marked"confidential"or"trade secret"dated and containing a description of
the enclosed protected information or AvMed shall mark the documents as "confidential" or "trade
secret". If Employer is requested to make available information based on Chapter 119, Florida Statutes,
that would include the information marked by AvMed as "confidential" or "trade secret", Employer
shall provide written notice to AvMed detailing the information requested to be made available and
AvMed will provide Employer with an affidavit consistent with the requirements set forth in Section
624.4213 (1) (c), Fla. Stat. to confirm the trade secret status of the information. The affidavit will be
executed by a duly authorized corporate officer of AvMed. If a requester objects to the application of the
trade secret exemption, the Employer will promptly provide AvMed with notice of the objection, so as
to provide AvMed with the opportunity to file an action with a court of competent jurisdiction within
seven (7) calendar days seeking an order barring public disclosure of the document. If AvMed fails to
file a lawsuit within such time period, Employer shall produce the requested records in accordance with
Florida law. Avmed agrees to indemnify the Employer with respect to all expenses, including any court
costs and attorney's fees, which may be incurred by the Employer in connection with any administrative
or court processing, including any appellate action, arising out of any public records request relating to
this Agreement.
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9.06 The obligations set forth in this Section will survive termination of this Agreement.
X. LIABILITY AND INDEMNITY AND INSURANCE
10.01 In performing its obligations under this Agreement,AvMed neither insures nor underwrites any liability
of the Employer under the Plan but, with respect to the Employer as/or Plan Administrator acts only as
the provider of the administrative services described in this Agreement.
10.02 AvMed will have no duty or obligation to defend against any action or proceeding brought to recover
Plan benefits. AvMed will, however, make available to the Employer and its counsel, such evidence
relevant to such action or proceeding as AvMed may have as a result of its administration of the
contested benefit determination.
10.03 Except as otherwise explicitly provided in this Agreement, the Employer will accept the tender of
defense and retain the liability for all Plan benefit claims and all expenses incident to the Plan and,
acting as an employer and not as a Plan fiduciary, agrees to become liable for all the following expenses
for claims::
10.03.01 for any state premium, or similar tax, or similar benefit-or plan-related charge, surcharge or
assessment, however denominated, including any penalties and interest payable with respect
thereto, assessed against AvMed or the Employer on the basis of and/or measured by the
amount of Plan benefits administered by AvMed pursuant to this Agreement;
10.03.02 arising from any legal action or proceeding to recover benefits under the Plan;
10.03.03 arising from any claim, legal action or proceeding,whether made by or on behalf of any Plan
Participants, any governmental body or bodies, or any other person, regarding unclaimed or
abandoned property, or laws relating thereto, or any escheat obligations, as related to Plan
benefits administered pursuant to this Agreement, including any penalties and interest
payable with respect thereto;
10.03.04 arising from any allegation of a breach of confidentiality arising out of release of
confidential information to Employer or arising out of any improper use of such information
by Employer;and/or
10.03.05 in consequence o f any acts or omissions occurring during the operation of this Agreement,
,
which are alleged to be a breach of Employer's fiduciary duty obligations under all
applicable state and federal statutes.
10.04 This Section 10.03 will survive the termination of this Agreement.
10.05 In the event litigation is instituted by a third party against the Employer and/or AvMed concerning any
matter under the Plan, including a suit for Plan benefits, each party to this Agreement will have sole
authority to select legal counsel of its choice.
10.06 Notwithstanding any provision in this Agreement to the contrary, with respect to claims administration
services,AvMed will indemnify and hold the Employer harmless for any and all liabilities, claims, suits,
causes of action, damages, proceedings, assessments, penalties, costs and expenses of whatever nature,
(including reasonable attorney's fees and court costs) arising out of an act or omission of AvMed in
connection with the Services provided by AvMed under this Agreement, including, without limitation,
claims administration that (1) when taken together with other acts or omissions of AvMed, constitutes a
material breach on the part of AvMed to perform its obligations under this Agreement; or (2) was
negligent. Notwithstanding any provision to the contrary, AvMed shall not have the obligation to
indemnify the Employer for the amount of the Plan benefit and Employer retains the liability for the
amount of the Plan benefit consistent with Section 10.03 above.
10.07 Notwithstanding the above,AvMed's duty to indemnify and hold Employer harmless will not extend to
the grossly negligent acts or omissions of the Employer, its officers, director, or employees. The
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 10
Employer will give AvMed prompt and timely notice of any fact or condition which comes to its
attention which may give rise to a claim of indemnity under this Section.
10.08 This indemnity will survive the termination of the Agreement.
10.09 To avoid misunderstanding by third parties concerning the respective duties and liabilities hereunder,
each party agrees not to use the other's name, logo, service marks, trademarks or other identifying
information without the prior written approval of the other. Notwithstanding the above, Employer may
refer to AvMed as the claims administrator in the Plan documents, summary plan description, and other
Plan Participant or employee communications.
10.10 Employer retains full discretionary authority to settle or compromise any lawsuit based on a claim for
Plan benefits. The Employer's defense and/or settlement, as provided herein, will be at the Employer's
direction and expense, except that the Employer can recover the expenses of the defense and/or
settlement if the Employer is entitled to indemnification pursuant to this Agreement. In the event
litigation or other legal action is instituted by a third party against Employer and/or AvMed concerning a
claim for Plan benefits, the affected party will give immediate written notice of such litigation or other
legal action to the other party. The parties will cooperate fully to determine the relevant facts within the
context of the terms and provisions of this Agreement,the applicable terms of the Plan.
10.11 In the event litigation is instituted by a third party against the Employer and/or AvMed concerning any
matter under the Plan or this Agreement, other than a claim for Plan benefits over which the Employer
maintains control hereunder, each party to this Agreement will have sole authority to select legal
counsel of its choice. Each party is required to give immediate written notice of such litigation to the
other party.
10.12 Upon Employer's notification,AvMed shall provide Employer with evidence of the following insurance
coverages:
10.12.01 Worker's Compensation Insurance as required by Chapter 440,Florida Statutes.
10.12.02 Public Liability Insurance on a comprehensive basis in an amount not less than $300,000
combined single limit per occurrence for bodily injury and property damage.
10.12.03 Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in
connection with the work, in an amount not less than $300,000 combined single limit per
occurrence, for bodily injury and property damage.
10.12.04 Professional Liability insurance in an amount not less than$1,000,000 per claim.
10.13 Additional Insured Status
The City of Miami Beach must be covered as an additional insured with respect to public liability and
automobile liability arising out of work or operations performed by or on behalf of AvMed.
10.14 Waiver of Subrogation
AvMed hereby grants to Employer a waiver of any right to subrogation which any insurer of AvMed
may acquire against Employer by virtue of the payment of any loss under such insurance. AvMed
agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not Employer has received a waiver of subrogation
endorsement from the insurer.
10.15 Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless
otherwise acceptable to Employer's Risk Management Office.
10.16 Verification of Coverage
Contractor shall provide the required insurance certificates, endorsements or applicable policy
language effecting coverage required by this Section. All certificates of insurance and endorsements
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 11
are to be received prior to any Services commencing. However,failure to obtain the required coverage
prior to the Services beginning shall not waive the Employer's obligation to provide them. Employer
reserves the right to require complete, certified copies of all required insurance policies, including
endorsements required by these specifications,at any time.
Certificate Holder
CITY OF MIAMI BEACH
c/o PROCUREMENT DEPARTMENT
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FL 33139
10.17 Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation
under this section or under any other section of this agreement.
XI. LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER
11.01 This Agreement shall be construed in accordance with the laws of the State of Florida. The exclusive
venue for any legal action by either party with respect to this Agreement shall lie in Miami-Dade
County, Florida. AvMed and Employer hereby expressly waive any rights either party may have to a
trial by jury of any civil litigation related to or arising out of this Agreement.
XII. MODIFICATION OF PLAN AND ADMINISTRATIVE DUTIES AND CHARGES
12.01 AvMed will have the right to revise the administration charge:
12.01.01 on the each anniversary of this Agreement;or
12.01.02 at any time thereafter by givin Employer not less than 60 days prior wri en notice,tice but not
more frequently than once in any 12 month period.
12.02 Modification or amendment of the Plan as described in EXHIBIT A will be communicated in writing by
the Employer to AvMed sixty days prior to the effective date of such change. Implementation of the
modification or amendment will be mutually agreed upon by the Employer and AvMed subject to data
processing systems changes, retroactive effective dates, payment by Employer of increase in
administrative fees and other adjustments and procedure changes necessitated by the modification or
amendment. Notwithstanding the above, changes required under Federal law will be implemented on
the date required under that Federal law. The cost of notification to Plan Participants of changes made
by the Employer will be the responsibility of the Employer.
12.03 The benefit design of the Plan, as described in the Summary Plan Description in EXHIBIT A, is based
on AvMed's core benefit packages as offered to AvMed's large group clients. AvMed makes changes to
these core offerings from time to time. AvMed will give notice to the Employer no later than sixty days
prior to renewal of any change that affects the administration or benefit design of the Plan.
Implementation of the modification or amendment will be mutually agreed upon by the Employer and
AvMed. Notwithstanding the above, changes required under Federal law will be implemented on the
date required under the Federal law. The cost of notification to Plan Participants of changes made by
AvMed will be the responsibility of AvMed.
12.04 The term `Plan' as used in this Agreement will include each such modification or amendment as of the
implementation date agreed upon by the parties.
12.05 Modification of the duties as described in EXHIBIT B will be by mutual agreement of the Employer and
AvMed. Any such modification(and the revised charge, if any, applicable thereto)will be evidenced by
letter agreement between the parties that, upon execution,will become a part of this Agreement.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 12
XIII. MODIFICATION OF AGREEMENT
13.01 This Agreement constitutes the entire contract between the parties concerning the subject matter hereof.
All prior or contemporaneous agreements, promises, negotiations or representations relating to the
subject matter of this Agreement not expressly set forth in this Agreement, including its Exhibits, are of
no force or effect. No modifications or amendment hereto will be valid unless in writing and signed by
an authorized representative of each of the parties, except that modification of administration charges
pursuant to Section XII above may be made by written notice to Employer by AvMed. Employer pays
such revised fees or fails to object_to such revision in writing within 30 days after receipt of written
notice of an increase in the administration charges, the Agreement will be deemed modified to reflect
the fees as communicated by AvMed.
XIV. CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
14.01 Pursuant to Section 119.0701, Florida Statutes, if AvMed meets the definition of "Contractor" as
defined in Section 119.0701(1)(a),AvMed shall:
14.01.01 Keep and maintain public records that ordinarily and necessarily would be required by the
public agency in order to perform the service;
14.01.02 Provide the public with access to public records on the same terms and conditions that the
public agency would provide the records and at a cost that does not exceed the cost provided
in this chapter or as otherwise provided by law;
14.01.03 Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law; and
14.01.04 Meet all requirements for retaining public records and transfer to the City, at no City cost, all
public records created, received, maintained and/or directly related to the performance of
this Agreement that are in possession of AvMed upon termination of this Agreement. Upon
termination of this Agreement, AvMed shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.All records
stored electronically must be provided to the Employer in a format that is compatible with
the information technology systems of the Employer.
14.01.05 For purposes of this Article, the definition of "public record" under Section 119.011(12)
Florida Statutes,shall apply.
14.02 AvMed's failure to comply with the public records disclosure requirement set forth in Section 119.0701
of the Florida Statutes, as required by Florida Public Records law and this Agreement shall be a breach
of this Agreement. Notwithstanding anything to the contrary in this Agreement, Employer and AvMed
agree that there shall be no disclosure of information that is exempt from public disclosure under Florida
Public Records law, which includes AvMed's trade-secret information, pursuant to the procedure set
forth in Section 9 of the Agreement.
XV. MISCELLANEOUS
15.01 Applicability of Law. The provisions of this Agreement will be deemed to have been modified by the
parties, and will be interpreted, so as to comply with the laws and regulations of the State of Florida and
the United States.
15.02 Assignment. This Agreement, and all rights and benefits related thereto, may not be assigned by the
Employer without written consent of AvMed.
15.03 Clerical Errors. Clerical error(s) will neither deprive any individual Participant of any benefits or
coverage provided under this Agreement nor will such error(s) act as authorization of benefits or
coverage for the Participant that is not otherwise validly in force.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 13
15.04 Entirety of Agreement. This Agreement and all applicable Schedules, Exhibits, Riders and any other
attachments and endorsements, constitute the entire agreement between the Employer and AvMed. No
modification (or oral representation) of this Agreement will be of any force or effect unless it is in
writing and signed by both parties.
15.05 Gender. Whenever used, the singular will include the plural and the plural the singular and the use of
any gender will include all genders.
15.06 HIPAA Privacy. Employer will provide AvMed with notice of the privacy practices that Employer
produces in accordance with HIPAA, as well as any subsequent changes to such notices. Employer will
provide AvMed with any changes to, or revocation of, permission by a Participant to use or disclose
protected health information (PHI) if such changes affect AvMed's permitted or required uses or
disclosures. Employer will notify AvMed of any restriction to the use or disclosure of PHI that
Employer has agreed to in accordance with the privacy rules under HIPAA. Employer will not request
AvMed to use or disclose PHI in any manner that would not be permissible under the privacy rules
under HIPAA if done by the Employer, except that AvMed may use or disclose PHI for purposes of data
aggregation and the management and administration activities of AvMed.
15.07 Membership Cards. Cards issued by AvMed to Participants pursuant to this Agreement are for
purposes of identification only. Possession of an AvMed identification card confers no right to health
services or other benefits under this Agreement. To be entitled to such services or benefits the holder of
the card must, in fact,be a Participant on whose behalf all applicable charges under this Agreement have
actually been paid and accepted by AvMed.
15.08 Non-Waiver. The failure of AvMed to enforce any of the provisions of this Agreement or to exercise
any options herein provided or to require timely performance by any Participant or Employer of any of
the provisions herein, will not be construed to be a waiver of such provisions nor will it affect the
validity of this Agreement or any part thereof or the right of AvMed to thereafter enforce each and every
such provision.
15.09 Notice. Any notice intended for and directed to a party to this Agreement, unless otherwise expressly
provided, should be sent by United States mail, postage prepaid, addressed as follows:
If to AvMed,to:
AvMed, Inc.
9400 South Dadeland Blvd.
Suite 370
Miami, Florida 33156
If to Employer,to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: Human Resource Director
15.10 Plan Administration. AvMed may from time to time adopt reasonable policies, procedures, rules, and
interpretations to promote the orderly and efficient administration of this Agreement.
15.11 Premium Tax/Surcharge. If any government entity will impose a premium tax or surcharge, then the
sums due from the Employer under the terms of this Agreement will be increased by the amount of such
premium tax or surcharge, except to the extent that Employer, as a Florida municipal corporation, is
exempt from payment of said tax(free).
15.12 Statute of Limitations. A claims which has not been timely filed with AvMed will be considered
waived if,on the date notice of it is received by AvMed,that claim would otherwise have been barred by
any Florida Statute of Limitations if asserted in civil court.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 14
15.13 Summary Plan Description. AvMed will provide a copy of the Summary Plan Description for
distribution by Employer to each Participant.
15.14 Third Party Beneficiary. This Agreement is entered into exclusively between the Employer and
AvMed. This Agreement is intended only to benefit the Employer and does not confer any rights on any
third parties.
15.15 Waiver. A claim which has not been timely filed with AvMed in accordance with the provisions of the
applicable governing document will be considered waived.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their respective duly
authorized officers effective as of the date first written above.
AvMed, Inc.
Print ame:
City of Mi.i i Beach
� ATTEST:
By:
Print I;me: Ji1, o ales /7
Title: ' ity Manager Rafael E. Granad=�`•��c�`'u�'}`4%N.
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* :INCORP ORATED:
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APPROVED CUGU GE
FORM &EX TION 11
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City Attorney *it
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) 15
A. PLAN DOCUMENT
Plan No. [ ]
[Attach Summary Plan Description]
SF-ASACity of Miami Beach-2015
SF-3736(03/15) A-1
B. BASIC ADMINISTRATIVE SERVICES AND CHARGES("SERVICES")
PART I. BASIC ADMINISTRATIVE SERVICES
A. CLAIM ADMINISTRATION
1. Preparation and delivery of standard claim forms to the Employer for issuance to eligible Employees under
the Plan(if necessary);
2. Make initial claim determinations;
3. Investigation of claims, as necessary;
4. Discussion of claims,where appropriate,with providers of health services;
5. Performance of internal audits of claim payments on a random sample basis;
6. Application of claim control procedures necessary to the effective implementation of the basic principles of
the Plan;
7. Claim Department consultation, as necessary, with its health care and legal consultants in handling claims.
(The Employer will be responsible for seeking its own advice if more specific consultative services are
required in a particular case);
8. Calculation of benefits,check preparation,and issuance;
9. Notification to claimants of denials and the reason for the denial;
10. Notification to providers of denied claims, if provider submitted claim directly to Plan for payment, along
with the reason for the denial and whether or not the Participant is responsible for payment;
11. Issue certificates of creditable coverage pursuant to the requirements of the Health Insurance Portability and
Accountability Act(HIPAA);
12. Coordination with stop loss carrier on aggregate and/or specific stop loss, if purchased;
13. Standard Claims and Experience Reporting;
14. Determination of Maximum Allowable Payment for providers who are not under contract with AvMed;
15. Ad hoc reporting may be available at an additional charge of$175 per hour;
16. Subrogation Claims Payment(terms described in Part III of this Exhibit)
17. Provide any and all pharmacy claim information to meet the requirements for the filing of CMS Retiree
Drug Subsidy Program.
B. CLAIMS RUN-OUT UPON AGREEMENT TERMINATION
1. Upon termination of this Agreement,AvMed will continue to process and review claims incurred during the
contract period for up to 12 months. Because AvMed will not relinquish the administration of its provider
network contracts to a third party, AvMed agrees to receive, process, and review claims from AvMed
contracted providers for at least six(6) months and not greater than 12 months following the termination of
this Agreement(Post-Termination Claims Processing Period). The Employer is expected to fund the claims
presented by AvMed within the Post-Termination Claims Processing Period, which accrued prior to the
termination of this Agreement, in accordance with the guidelines set forth in this Agreement. If this
Agreement terminates due to non-funding of claims, bankruptcy or other reasons stated in Section 4.02.04,
AvMed may notify the healthcare providers as to a revised process for obtaining payment.
2. Upon termination of this Agreement, claim information will be furnished to Employer for the standard run-
out period addressed in the Agreement and to the extent administratively feasible based on the standard
reporting package provided to the Employer before the Agreement was terminated.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) B-1
C. FINANCIAL
1. Provision of a monthly invoice for services,fees,and premiums;
2. Disbursement of monthly payments for insurance premiums, fees, etc. to enable continuous provision of
services and insurance coverages, if required.
3. Provision of annual year-end accounting consisting of a summary of the amount of paid claims at the
coverage level and a summary of charges paid.
D. BANKING AND ADMINISTRATION
1. Furnishing of bank account activity data (to the extent administratively reasonable) to Employer on a
mutually agreed upon frequency;and
2. Preparation for Employer of information reports required in connection with claim payments under the Plan
to providers of health care services pursuant to Section 6041 of the Internal Revenue Code(Form 1099).
3. Provision of data maintained by AvMed for Employer's preparation of required governmental filings, upon
request.
E.NETWORK ACCESS
1. Access to the AvMed Exclusive Provider Network,which may change from time to time.
2. Provide Employer a listing of Participating Providers. Such listing will include the names, specialties,
addresses, and phone numbers of such providers. An updated listing will be posted on AvMed's website at
www.avmed.org.
3. Access to a Transplant Network.
4. Provide Employer with a Provider Directory for each eligible Covered Employee at the initial enrollment
and provide Employer a reasonable supply of Provider Directories upon each reprint for distribution to new
enrollees in the Plan.
5. Employer understands that AvMed may not contract for all services offered by a Participating Provider. It is
the responsibility of the Employer and the Participant to verify that the specific services are covered by both
the Plan and AvMed's contract with the Participating Provider.
6. Network Management Services which include credentialing and re-credentialing of providers, contract
negotiations and provider servicing.
7. Provide one identification card for each Participant upon enrollment and subsequently if there is a material
change in benefits. AvMed reserves the right to charge the Plan for reissuing cards at other times.
F. MEDICAL MANAGEMENT
1. AvMed will provide Utilization Review programs to include:
a) prior authorization of all inpatient and certain outpatient and office procedures.
b) concurrent review of inpatient stays, (either on-site or telephonically).
c) Service Plus program which provides nurses and other medical staff available to all providers 24 hours a
day,7 days a week.
d) Discharge planning.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) B-2
2. AvMed will provide:
a) Nurse On Call, which is staffed 24 hours a day, 7 days a week to provide immediate information to
Participants by either talking to a nurse or listening to pre-recorded informational health topics.
b) Complex case management,when appropriate.
3. AvMed will provide transplant coordination and management to Participants,upon notice.
4. Disease management services are available from an AvMed partner on a per care support participant per
month fee basis.The following table lists the fees associated with this service:
a)City of Miami Beach purchased the Core Conditions at the following rates:
Core Conditions
Diabetes $ 94.79
Heart Failure $ 140.93
Coronary Artery Disease $ 86.36
COPD $ 109.03
Asthma $ 46.62
Low Risk(Education $ 1.52
only)All conditions
NICU Up to$1,500 per case
G COMPREHENSIVE ACCOUNT AND MEMBER SERVICE
1. Enrollment and case installation
2. Designated Account Service Team
3. Member Service Staff available via dedicated toll free telephone number(1-877-535-1397) staffed Monday
through Friday, 8am-8pm,and Saturday 9am-lpm.
4. Distribution of notices to Participants from time to time to improve Plan administration or as required by
law. Notices specific to the Plan will be submitted to the Employer for review prior to distribution to
Participants.
5. Creation and maintenance of a basic Summary Plan Description for distribution by Employer.
6. Printing of Member Information Booklets at a cost of$1.25 per booklet.
H. ELIGIBILITY
1. Screening of enrollment requests for dependent coverage in accordance with the Plan. This screening may
include requests for marriage licenses, adoption papers, and birth certificates, as well as requests for
documentation supporting student status or financial dependency.
2. Periodic screening for continued Covered Dependent eligibility.
3. Performance of COBRA Continuation Coverage administration through an AvMed business partner.
I. OTHER SERVICES
1. Add Worksite Wellness Program Coordination, upon request from Employer. Employer agrees to fund
actual cost of delivering the requested services (e.g. massage therapy; flu shot administration, health
screenings, etc.)
2. Access to the Healthways WholeHealth Network which provides a list of holistic providers at a discounted
rate.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) B-3
3. Upon request from Employer, AvMed agrees to administer the Weight Watchers program reimbursement,
according to AvMed's standard program criteria. Should any Participant achieve goal weight, AvMed will
include the request for funds on a weekly claim funding report to the Employer. Once funds are received,
AvMed will issue a check for reimbursement of a portion of the program fees to the Participant.
4. AvMed will perform Hospital and Physician bill auditing as part of AvMed's standard program for a fee of
25%of savings.
5. AvMed will make available, on the AvMed website, the Health Risk Assessment tool for Employer's
Participants.
PART II. CHARGES FOR BASIC ADMINISTRATIVE SERVICES PROVIDED BY AVMED OR A
SUBCONTRACTOR
A. BASIC ADMINISTRATIVE SERVICES
1. AvMed
Year 1: March 1,2015 through September 30, 2015.$32.08 per Covered Employee per month. For purposes
of this Exhibit, Covered Employee means each active and former employee and COBRA continue eligible
for Plan benefits in his or her own right and not as the spouse or dependent of another person.
Year 2: October 1, 2015 through September 30, 2016. $42.08 per Covered Employee per month, which
amount includes a consulting fee of$10.00 paid monthly to Arthur J. Gallagher&Co.
2. Capitation Fees Billed by AvMed on Behalf of Provider Vendors
In lieu of medical claims, fixed expenses will include the capitation per Participant per month to Provider
Vendors, as per the terms of the AvMed contract with the provider. Capitation vendors, services, and rates
may change throughout the contract year(the period of 12 consecutive months commencing on the effective
date of the Agreement) based on AvMed's commercial block of business. The rate is subject to change as
AvMed's rate is adjusted throughout the year and is subject to the provisions of Section XI(Modification of
Plan and Administrative Duties and Charges)of this Agreement.
3. Participating Providers Rates
Each AvMed Participating Provider in the Self-funded network has agreed to accept contractual and
negotiated rates as payment in full for services rendered to the Employer's Participants who are covered
under the City of Miami Beach Group Health Plan, provided claims are funded by the Employer as soon as
presented for payment. Participating Providers expect to receive payment of the required Deductibles,
Copayments and Coinsurance, as outlined in the Schedule of Benefits, from the Participants at the time the
service is rendered.
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) B-4
PART III. CONDITIONAL CLAIM/SUBROGATION RECOVERY SERVICES
A. All conditional claim payment and/or subrogation recoveries under the Plan will be handled by the
entity checked below:
EMPLOYER
AN INDEPENDENT RECOVERY VENDOR WHOSE
NAME AND ADDRESS FOLLOW:
AVMED&ITS SUBCONTRACTOR(S)
B. If Employer has designated AvMed and its subcontractors to act as its recovery agent in Paragraph A
above; then:
1. Employer hereby confers upon AvMed and its subcontractors discretionary authority to reduce recovery
amounts by as much as 100% of the total amount of benefits paid on Employer's behalf, and to enter
into binding settlement agreements for such amounts.
2. In the event a settlement offer represents a reduction greater than the selected percentage identified
above,AvMed and its subcontractors should seek settlement advice from:
Name: Sylvia Crespo-Tabak
Title: Human Resources Director
Address: 1700 Convention Center Drive,Miami Beach,FL 33139
Telephone: (305)673-7524
3. All subrogation and/or reimbursement recovery functions under the Plan will be handled by AvMed.
4. In accordance with state law restrictions,AvMed shall have no duty or obligation to represent Employer
in any litigation or court proceeding involving any matter which is the subject of this Agreement, but
shall make available to Employer and/or Employer's legal counsel such information relevant to such
action or proceeding as AvMed may have as a result of its handling of any matter under this Agreement.
5. All amounts reimbursed to Employer's benefit payment Account shall be net of AvMed's subrogation
administrative fee of 25%of any recovery amount allocable to reimburse the Plan.
OPT-OUT
Employer does not confer subrogation/reimbursement recovery responsibilities to AvMed. AvMed will
only be responsible for providing the Employer with claims information pertinent to subrogation and
reimbursement cases upon request.Employer will perform all subrogation/reimbursement functions.
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SF-3736(03/15) B-5
C. CLAIM AUDIT AGREEMENT
WHEREAS, AvMed, Inc. d/b/a AvMed desires to cooperate with requests by City of Miami Beach
("Employer")to permit an audit for the purposes set forth below, in connection with the Administrative Services
Agreement executed by the parties on (the"AvMed Agreement"); and
WHEREAS, ("the Auditor") has been retained by Employer for the purpose of
performing an audit("Audit")of claims administered by AvMed; and
WHEREAS,AvMed acknowledges that Employer is a Florida municipal corporation, and, as such, is subject to
disclosure pursuant to the Florida Public Records Law, including, without limitation, Chapter 119, Florida
Statutes; and WHEREAS, the Auditor and the Employer recognize AvMed's legitimate interests in maintaining
the confidentiality of its claim information, protecting its business reputation, avoiding unnecessary disruption
of its claim administration, and protecting itself from legal liability, and while Employer is subject to Florida
Public Records Law,Auditor and Employer acknowledge and recognize that AvMed's claim information may be
exempt from public disclosure under Florida Public Records law, which includes but is not limited to AvMed's
trade-secret information,pursuant to the procedure set forth in Section IX of the AvMed Agreement.
NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein,AvMed,
the Employer and the Auditor hereby agree as follows:
A. Audit Specifications
The Auditor will specify to AvMed in writing at least 30 days prior to the commencement of the Audit the
following"Audit Specifications":
1. the name,title and professional qualifications of individual Auditors;
2. the Claim Office locations, if any,to be audited;
3. the Audit objectives;
4. the scope of the Audit(time period and number of claims);
5. the process by which claims will be selected for audit;
6. the records/information required by the Auditor for purposes of the Audit;and
7. the length of time contemplated as necessary to complete the Audit.
B. Review of Specifications
AvMed will have the right to review the Audit Specifications and to require any changes in, or conditions
on, the Audit Specifications which may be necessary to protect AvMed's legal and business interests
identified in paragraph C above..
C. Access to Information
AvMed will make the records/information called for in the Audit Specifications available to the Auditor at a
mutually acceptable time and place.
D. Audit Report
The Auditor will provide AvMed with a true copy of the Audit's findings, as well as of the Audit Report, if
any, that is submitted to the Employer. Such copies will be provided to AvMed at the same time that the
Audit findings and the Audit Report are submitted to the Employer.
E. Comment on Audit Report
AvMed reserves the right to provide the Auditor and the Employer with its comments on the findings and, if
applicable,the Audit Report.
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SF-3736(03/15) C-1
F. Confidentiality
The Auditor understands that AvMed is permitting the Auditor to review the claim records/information
solely for purposes of the Audit. Accordingly, the Auditor will ensure that all information pertaining to
individual claimants will be kept confidential in accordance with all applicable laws and/or regulations.
Without limiting the generality of the foregoing, the Auditor specifically agrees to adhere to the following
conditions:
1. The Auditor shall not make photocopies or remove any of the claim records/information without the
express written consent of AvMed;
2. The Auditor agrees that the Audit Report or any other summary prepared in connection with the Audit
shall contain no individually identifiable information.
G. Restricted Use of the Audit Information
With respect to persons other than the Employer, the Auditor will hold and treat information obtained from
AvMed during the Audit with the same degree and standard of confidentiality owed by the Auditor to its
clients in accordance with all applicable legal and professional standards. The Auditor shall not, without the
express written consent of AvMed executed by an officer of AvMed, disclose in any manner whatsoever,the
results, conclusions, reports or information of whatever nature which it acquires or prepares in connection
with the Audit to any party other than the Employer or except as required by applicable law. The Auditor
agree to indemnify and to hold harmless AvMed and Employer for any and all claims, costs, expenses and,
damages which may result from any breaches of the Auditor's obligations under this Agreement.
Notwithstanding the foregoing, Employer shall be entitled to review and copy any and all materials, data,
documentation and copies thereof furnished by the Employer to AvMed hereunder or
specifically created by AvMed in connection with the Services which AvMed performs in connection
with the AvMed Agreement.
H. Expenses Incurred
Expenses incurred in performing the Audit will be the responsibility of the Employer.
I. Termination
This Agreement shall be effective until the end of the Term of the AvMed Agreement, which is September
30,2016(The obligations set forth in Sections IV through VII shall survive termination of the Agreement.
Date: AvMed, Inc.
By:
Its:
Date: Auditor:
By:
Its:
Date: Employer:
By:
Its:
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SF-3736(03/15) C-2
D. CONFIDENTIALITY AGREEMENT
This Agreement effective the 1st of March, 2015 is by and between the City of Miami Beach (Employer) and
AvMed,Inc. d/b/a AvMed, for itself and its affiliated companies(AvMed).
WHEREAS, AvMed and Employer have entered into an Administrative Services Agreement ("AvMed
Agreement") pursuant to which AvMed administers claims for benefits under Employer's self-funded employee
welfare benefit plan,the City of Miami Beach Employee Health Benefit Plan(the `Plan');and
WHEREAS, in its role as claim administrator for the Employer, AvMed has come into possession of certain
individually identifiable records and other information including, but not limited to, information relating to
claims for benefits under the Plan(collectively `Information'); and
WHEREAS, Employer desires that Information in the possession of AvMed be made available to it and to
certain designated third parties ("Designated Third Parties") who assist it in administering the Plan. Such
parties may include, but are not limited to, third-party administrators, consultants, brokers, auditors, successor
administrators or insurers,and stop-loss carriers.
WHEREAS, AvMed recognizes that Employer is a Florida municipal corporation, who is subject to disclosure
of records pursuant to the Florida Public Records Laws, including without limitation Chapter 119, Florida
Statutes; however,AvMed desires, to the extent allowable by state law and by The Health Insurance Portability
and Accountability Act,to accommodate Employer's request;
WHEREAS, Employer recognizes that there may be Confidential Information that is provided to Employer it
has requested and Employer recognizes that AvMed's Confidential Information may be exempt from public
disclosure under Florida Public Records law, which includes but is not limited to AvMed's trade-secret
information,pursuant to the procedure set forth in Section IX of the AvMed Agreement; and
WHEREAS, Employer recognizes that AvMed has a legitimate interest in maintaining the confidentiality of
Information and in protecting itself from any and all legal liability with respect thereto and while Employer is
subject to Florida Public Records Law, Employer acknowledges and recognizes that AvMed's Information may
be exempt from public disclosure under Florida Public Records law, which includes but is not limited to
AvMed's trade-secret information,pursuant to the procedure set forth in Section IX of the AvMed Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, AvMed and
Employer hereby agree as follows:
1. AvMed will provide to Employer Information requested in writing by a person designated in writing by
Employer to receive Information. Employer acknowledges that in receiving Information under the terms of
this Agreement, Employer acts in its capacity as Plan Administrator. Information will be used by Employer
for the purpose of satisfying its fiduciary responsibilities with respect to administration of the Plan, and will
be handled and maintained in accordance with all fiduciary obligations owed by Employer to Participants.
Upon Employer's written request,AvMed will provide to Designated Third Parties Information requested in
writing by a person designated in writing by Employer to receive such Information.Employer acknowledges
that in directing AvMed to give information to Designated Third-Parties, Employer acts in its capacity as
Plan Administrator. Information will be used by Designated Third-Parties for the sole purpose of assisting
Employer in satisfying its fiduciary responsibilities with respect to administration of the Plan, and will be
handled and maintained in accordance with all fiduciary obligations owed by Employer to Participants.
2. Employer acknowledges that AvMed is providing Information to Employer or to Designated Third Parties
solely for the purposes stated in paragraphs 1 and 2 above.
3. Subject to the public records disclosure requirements set forth in Florida's Public Records Law, including,
without limitation Chapter 119, Florida Statutes, Employer will not provide access to Information to any
employee, agent or other designee other than an employee, agent or designee on a need-to-know basis who
is designated by Employer to participate in the activities described in paragraph 1 above and who has the
SF-ASA-City of Miami Beach-2015
SF-3736(03/15) D-3
requisite expertise and responsibility to engage in such activities. Notwithstanding anything to the contrary
herein, and subject to the procedure set forth in Section IX of the AvMed Agreement, Employer shall not
disclose Information that is exempt from public disclosure under Florida Public Records law that includes
AvMed's trade-secret information, which is exempt from public disclosure pursuant to Article I, Section 24
of the Florida Constitution and sections 812.081 (1)(c), 815.045,and 815.04 ,Florida Statutes.
4. Employer will maintain and adhere to a written policy and procedure designed to protect the confidentiality
of Information.
5. Employer agrees to keep all Information that pertains to individual Participants confidential in accordance
with all applicable state and federal laws and regulations, including, without limitation, Chapter 119,Florida
Statutes. Notwithstanding anything to the contrary herein, Employer shall not disclose any information that
is exempt from public disclosure under Florida Public Records law, which includes AvMed's trade-secret
information.
6. To the extent allowable,and subject to the limitations on Employer's liability,as set forth in Section 768.28,
Florida Statutes, Employer will defend, indemnify and hold AvMed Harmless from and against any and all
claims, suits, expenses(including reasonable attorney's fees and court costs), liabilities or damages(whether
resulting from settlement, judgment, arbitration or otherwise) arising directly or indirectly from AvMed's
provision of Information to Employer or to Designated Third Parties, or relating directly or indirectly to the
use of Information by the Employer or Designated Third Parties, their officers, agents, directors, employees
or designees.
7. This Confidentiality Agreement shall remain in force until it is terminated upon 60 days prior written notice
by either party. However, termination shall not in any way affect the parties' obligations with respect to
Information released under this Agreement prior to termination nor shall it affect the indemnification
provision set forth above in paragraph 6,which also shall survive the termination of this Agreement.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly
authorized officers.
DATE: AVMED,INC.
BY:
ITS:
DATE: EMPLOYER: CITY OF MIAMI BEACH
BY:
ITS:
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SF-3736(03/15) D-4
E. CLAIM PAYMENT OR OVERPAYMENT RECOVERY
If a claim is paid and it becomes necessary to re-claim all or part of the funds from the Participant,AvMed will
contact the Participant in writing to request reimbursement of these funds. If there is no response within 30 days
AvMed will notify the Employer who will then either handle the recovery themselves OR allow AvMed to use
its contracted collection agency to try to recover funds on their behalf. The cost of this collection agency is
approximately 25%of collected funds and is the responsibility of the Employer.
Employer should indicate which method of collection is required:
❑ A)Employer handles recovery in all cases
B)AvMed refers all cases to collection
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