Administrative Services Only Agreement with Cigna Health and Life Insurance Company 1 a016 -019q6•1
Administrative Services Only Agreement
By and Between
City of Miami Beach
"Employer"
And
Cigna Health and Life Insurance Company
"CHLIC"
Effective Date: October 1, 2016
Table of Contents
Defmitions 3
Section 1. Term and Termination of Agreement 4
Section 2. Claim Administration and Additional Services 4
Section 3. Funding and Payment of Claims 5
Section 4. Charges 6
Section 5. Enrollment and Determination of Eligibility 6
Section 6. Claim Audits and Confidentiality 7
Section 7. Plan Benefit Liability/Defense of Actions 8
Section 8. Modification of Plan and Charges 9
Section 9. Modification of Agreement 9
Section 10. Laws Governing Agreement 10
Section 11. Information in CHLIC Processing Systems 10
Section 12. Resolution of Disputes 10
(Intentionally Omitted) 10
Section 13. Third Party Beneficiaries 10
Section 14. Waivers 10
Section 15. Headings 10
Section 16. Severability 10
Section 17. Force Majeure 1.0
Section 18. Assignment and Subcontracting 11
Section 19. Notices 11
Section 20. Identifying Information and Internet Usage 11
Section 22. Compliance with Public Records Laws 12
SIGNATURES 14
Schedule of Financial Charges 15
Exhibit A-Plan Booklet 17
Exhibit B—Services 18
Exhibit C—Claim Audit Agreement(Sample) 21
Exhibit D—Privacy Addendum 24
Proposal Documents 30
Client Name: City of Miami Beach
Administrative Services Only Agreement
THIS AGREEMENT, effective October 1, 2016 (the "Effective Date") is by and between City of Miami Beach
("Employer")and Cigna Health and Life Insurance Company("CHLIC").
RECITALS:
WHEREAS,Employer,as Plan sponsor,has adopted the benefit described in Exhibit A,as maybe amended,("Plan")
for certain of its employees/members and their eligible dependents(collectively"Members"); and
WHEREAS,Employer,has requested CHLIC to furnish,certain administration services in connection with the Plan
3340006.
NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,it is hereby agreed as
follows:
Definitions
Agreement—this entire document including the Schedule of Financial Charges and all Exhibits and Addenda.
Applicable Law—means the local, state, federal and international laws and regulations that apply. Applicable Law
includes but is not limited to the Health Insurance Portability and Accountability Act of 1996,as amended and the rules
and regulations thereunder("HIPAA"),the Foreign Corrupt Practices Act("FCPA")and any other anti-bribery or anti-
corruption laws in the countries where the Parties conduct business.
Bank Account—a benefit plan account with a bank designated by CHLIC;established and maintained by Employer in
its or a nominee's name.
Member—a person eligible for and enrolled in the Plan as an employee or dependent.
Participant/Participating Members —Member(s) who is (are) participating in a specific program and/or product
available to Members under the Plan.
Participating Providers—providers of health care services and/or products,who/which contract directly or indirectly
with CHLIC to provide services and/or products to Members.
Plan Benefits—Amounts payable for covered health care services and products under the terms of the Plan.
Party/Parties—refers to Employer and CHLIC, each a"Party"and collectively, the"Parties".
Plan Year—the twelve(12)month period,beginning on the Effective Date and,thereafter, each subsequent twelve
(12)month period.
Run-Out Claims—claims for Plan Benefits relating to health care services and products that are incurred prior to
termination of this Agreement;termination of a Plan benefit option or termination of eligible Members,as applicable.
Subscriber-the Member whose employment or participation is the basis for eligibility under the Plan.
02/27/2017
3
Client Name: City of Miami Beach
Administrative Services Only Agreement
Section 1. Term and Termination of Agreement
The initial term of this Agreement shall be thirty-six(36)months commencing on the Effective Date hereof("Initial
Term"); and thereafter shall automatically renew for successive twelve(12)month periods,unless,at least sixty(60)
days prior to the end of the then current term the Employer gives written notice that it will not renew the Agreement or
unless otherwise terminated as provided below:
a. This Agreement shall terminate the upon the earliest of the following dates:
i. The end of the term in which delivery of written notice of nonrenewal;
ii. The effective date of any Applicable Law or governmental action which prohibits performance of the activities
required by this Agreement;
iii. (a) Should Employer fail to fund the Bank Account within three(3)business days of a request from CHLIC,
CHLIC shall place claims processing on hold and notify Employer of such action. If Employer fails to
respond to a request from CHLIC to deposit the funds necessary to maintain the Bank Account in a
sufficient amount pursuant to Section 3(a)within thirty(30)days from receipt of a written request from
CHLIC, CHLIC reserves the right to terminate the Agreement with prior written notice to Employer.
CHLIC reserves the right to suspend the payment of claims during any period of insufficient funds in the
Bank Account;
(b) At the option of CHLIC,should Employer fail to pay the administration charge as provided in Section 4
within thirty(30)days from receipt of a written request from CHLIC;
(c) CHLIC shall immediately communicate in writing to Employer of its election to terminate.
iv. CHLIC 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;
v. At the option of CHLIC, on a date specified in a written notice to the Employer of its intention to terminate,
said notice to be given by CHLIC to Employer at least one hundred eighty(180)days prior to the specified
date; or
vi. At the option of the Employer, on a date specified in a written notice to CHLIC of its intention to terminate,
said notice to be given by the Employer to CHLIC at least sixty(60)days prior to the specified date;
vii. The date that is thirty (30) days after notice by either Employer or CHLIC ("non-defaulting party"), as
applicable of a material obligation of the defaulting party related to the Plan Benefits(other than failure to fund
the Bank Account or failure to pay any charges when due pursuant to Section 1.a.iii.b above)that is not cured
to the reasonable satisfaction of the non-defaulting party within thirty(30)days following the initial notice;or
viii. Any other date mutually agreed upon by Employer and CHLIC.
Section 2. Claim Administration and Additional Services
a. While this Agreement is in effect,CHLIC shall,consistent with,the claim administration policies and procedures
then applicable to its own health care insurance business (i) receive and review claims for Plan Benefits; (ii)
determine the Plan Benefits,if any,payable for such claims;(iii)disburse payments of Plan Benefits to claimants;
and(iv)provide in the manner and within the time limits required by Applicable Law,notification to claimants of
03/02/2017
4
Client Name: City of Miami Beach
Administrative Services Only Agreement
(a)the coverage determination or(b)any anticipated delay in making a coverage determination beyond the time
required by Applicable Law.
b. Following(i) termination of this Agreement, except pursuant to Section 1 (iii); (ii)termination of a Plan benefit
option or(iii)termination of eligible Members, if the required fees have been paid in full, if any, CHLIC shall
process Run-Out Claims for the applicable Run-Out Period(Refer to Schedule of Financial Charges for applicable
fees and Run-Out Period). At the termination of any applicable Run-Out Period, CHLIC shall cease processing
Run-Out Claims and,subject to the requirements of Section 6.b,make all relevant records in its possession relating
to such claims reasonably available to Employer or Employer's designee. CHLIC is not required to provide
proprietary information to Employer or any other party,however, should Employer require access to information
that CHLIC deems proprietary in nature,Employer agrees that it or its third party designee shall enter into a non-
disclosure agreement limiting the use and disclosure of such information to the purposes agreed upon by Employer
and CHLIC. Notwithstanding the foregoing sentence, CHLIC agrees to provide all necessary information to the
Employer, which in the Employer's sole discretion, is needed for the administration of its Plan.
c. Recognizing Employer is not subject to ERISA,Employer hereby delegates to CHLIC the authority,responsibility
and discretion to determine coverage under the Plan based on the eligibility and enrollment information provided to
CHLIC by Employer. Employer also hereby delegates to CHLIC the authority,responsibility and discretion to(i)
make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims
for Plan Benefits, (ii) conduct a full and fair review of each claim which has been denied, (iii) decide level one
mandatory appeals of"Urgent Care Claims""Concurrent","Pre-service"and"Post-service"claims and notify the
Member or the Member's authorized representative of its decision. Employer will ensure that all summary plan
description materials provided to Members reflect this delegation.
d. In addition to the basic claim administrative duties described above, CHLIC shall also perform the Plan-related
administrative duties agreed upon by the Parties and specified in Exhibit B. All services specifically identified in
this Agreement shall be provided by CHLIC on an exclusive basis unless otherwise agreed to in writing by CHLIC.
Section 3. Funding and Payment of Claims
a. Employer shall establish a Bank Account in accordance with Florida Statutes Section 136.091,and maintain in the
Bank Account an amount sufficient at all times to fund checks written on it for the following(collectively"Bank
Account Payments"):(i)Plan Benefits;(ii)those charges and fees identified in the Schedule of Financial Charges
as payable through the Bank Account and(iii) any applicable sales or use taxes, or any similar benefit-or Plan-
related charge or assessment however denominated,which may be imposed by any governmental authority. Bank
Account Payments may include without limitation: (iv) fixed per person payments and pay-for-performance
incentive payments to Participating Providers; (v)amounts owed to CHLIC; and(vi)amounts paid to CHLIC's
affiliates and/or subcontractors for, among other things, network access or in- and out-of network health care
services/products provided to Members in accordance with the Employer's benefit plan design. CHLIC may credit
the Bank Account with payments due Employer under a stop loss policy issued by CHLIC or an affiliate.
Notwithstanding the foregoing,CHLIC acknowledges that Employer is a municipal corporation,organized under
the laws of the State of Florida, and as such, is exempt from payment of sales and use tax.
b. CHLIC, as agent for the Employer, shall make Bank Account Payments from the Bank Account, in the amount
CHLIC reasonably determines to be proper under the Plan and/or under this Agreement.
c. In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments when
due, CHLIC shall cease to process claims for Plan Benefits including Run-Out Claims.
d. CHLIC will promptly adjust any underpayment of Plan Benefits by drawing additional funds due the claimant from
the Bank Account. In the event CHLIC overpays a claim for Plan Benefits or pays Plan Benefits to the wrong
02/27/2017
5
Client Name: City of Miami Beach
Administrative Services Only Agreement
party,it shall take all reasonable steps in accordance with industry standard practices to recover the overpayments.
CHLIC shall not be required to initiate court,mediation, arbitration or other administrative proceedings to recover
any overpayment.However,when it elects to do so,CHLIC is expressly authorized by Employer to take all actions
on behalf of the Employer and/or the Plan to pursue overpayment recovery,including,but not limited to,retaining
counsel, settling and compromising claims, in which case CHLIC shall be responsible for the attorney fees court
costs or arbitration fees incurred by CHLIC in the specific overpayment recovery action (not applicable to
subrogation or conditional claim payment recoveries),but not any other associated third party costs absent consent
of CHLIC.CHLIC shall not be responsible for unrecovered payments that are as the result of actions taken in good
faith and performed in accordance with the provisions of the Plan or this Agreement. However, CHLIC shall
reimburse the Plan for unrecovered overpayments resulting from its failure to perform its duties under the Plan or
this Agreement with the degree of skill and judgment possessed by other third party administrators experienced in
furnishing claims administration services to plans of similar size and characteristics as the Plan.
e. Employer shall promptly reimburse CHLIC for any Bank Account Payments paid by CHLIC with its own funds on
Employer's behalf and no such payment by CHLIC shall be construed as an assumption of any of Employer's
liability.
f. Following termination of this Agreement, Employer shall remain liable for payment of all due Bank Account
Payments and for all reimbursements due Members under the Plan.
This Section 3 shall survive termination of this Agreement.
Section 4. Charges
a. Charges. CHLIC shall provide to Employer a monthly statement of all charges Employer is obligated to pay under
this Agreement that are not paid as Bank Account Payments. Payment of all billed charges shall be due on the first
day of the month, as indicated on the monthly statement. Employer shall remit payment of charges billed by the
sixtieth(60`h)day of receipt of a proper invoice;otherwise said charges may be subject to late charges as provided
for by Florida Statutes Section 218 "FLORIDA PROMPT PAYMENT ACT."
b. Changes—Additions and Terminations. If a Subscriber's effective date is on or before the fifteenth(15th)day of
the month, full charges applicable to that Subscriber shall be due for that Subscriber for that month. If coverage
does not start or ceases on or before the fifteenth(15th)day of the month for a Subscriber,no charges shall be due
for that Subscriber for that month.
c. Retroactive Changes and Terminations. Employer shall remain responsible for all applicable charges and Bank
Account Payments incurred or charged through the date CHLIC processed Employer's notice of a retroactive
change or termination of a Member. CHLIC shall process such notice within 1 business days of receiving the
information. However,if the change or termination would result in a reduction in charges,CHLIC shall credit to
Employer the reduction in charges charged for the shorter of(a) the sixty (60) day period preceding the date
CHLIC processes the notice, or (b) the period from the date of the change or termination to the date CHLIC
processes the notice.
This Section 4 shall survive termination of this Agreement.
Section 5. Enrollment and Determination of Eligibility
a. Eligibility Determinations and Information. Employer is responsible for administering Plan enrollment. In
determining any person's right to benefits under the Plan, CHLIC shall rely upon enrollment and eligibility
information provided by the Employer. Such information shall identify the effective date of eligibility and the
02/27/2017
6
Client Name: City of Miami Beach
Administrative Services Only Agreement
termination date of eligibility and shall be provided promptly to CHLIC in a format and with such other
information as mutually agreed upon by the Employer and CHLIC for the proper administration of the Plan.
b. Release of Liability. Notwithstanding any inconsistent provision of this Agreement to the contrary, if Employer
fails to provide CHLIC with accurate enrollment and eligibility information,benefit design requirements,or other
agreed-upon information in the mutually agreed upon timeframe and format,CHLIC shall have no liability under
this Agreement for any act or omission by CHLIC, or its employees, affiliates, subcontractors, agents or
representatives, directly or indirectly caused by such failure.
c. Reconciliation of Eligibility and Information and Default Terminations. CHLIC will periodically share potential
discrepancies in eligibility information with Employer. Employer will review and reconcile any discrepancies
within thirty (30) days of receipt. If Employer fails to timely do so, CHLIC may terminate coverage for any
Member not listed as eligible in Employer's submitted eligibility information.
Section 6. Claim Audits and Confidentiality
a. Claim Audit.Employer may,in accordance with the following requirements and at no additional charge while this
Agreement is in effect, audit CHLIC's payment of Plan Benefits subject to the following conditions:
i. Employer shall provide to CHLIC a scope of audit letter and the fully executed Claim Audit Agreement, a
sample of which is attached hereto as Exhibit C,together with a forty-five(45)day advance written request for
audit. Employer will designate with CHLIC's consent, such consent not to be unreasonably withheld, an
independent,third party auditor to conduct the audit(the"Auditor"). Notwithstanding the foregoing,CHLIC
hereby consents to the use by Employer of any of its internal auditors. In addition,Employer and CHLIC will
agree upon the date for the audit during regular business hours at CHLIC's office(s). Employer shall be
responsible for its Auditor's costs. The audit shall be conducted in accordance with the terms of CHLIC's
Claim Audit Agreement,which is hereby agreed to by Employer and which shall be signed by the Auditor prior
to the start of the audit.
ii. Employer may conduct one audit every two (2) Plan Years (but not within eighteen (18) months of a prior
audit)at no additional charge to Employer. Employer may conduct one audit every Plan Year(but not within
six(6)months of a prior audit)if Employer elects to pay for the additional audit.
iii. Auditor will review payment documents(subject to any contrary terms in Participating Provider agreements)
relating to a random, statistically valid sample of two-hundred twenty-five(225)claims paid during the two
prior Plan Years and not previously audited.If the audit identifies any claim adjustments,such adjustments will
be made in accordance with this Agreement and based upon the actual claims reviewed and not upon statistical
projections or extrapolations. If significant erroneous claim payments are identified by an audit,the Employer
and CHLIC will evaluate such errors and mutually determine reasonable and appropriate steps to address such
errors, subject to the provisions of Section 3.d. and 7.c. of this Agreement. CHLIC will provide written
confirmation upon completion of any such steps mutually agreed upon.
b. Confidentiality
i. Subject to the requirements of Applicable Law, the terms of this Agreement and the Privacy Addendum in
Exhibit D, a signed Business Associate agreement between Employer and its designee, and a signed
Confidentiality Agreement between CHLIC and applicable designee;CHLIC shall release copies of confidential
claims and Plan Benefit payment information in CHLIC's claims system("Confidential Information") and
may release copies of proprietary information relating to the Plan in CHLIC's claims system("Proprietary
Information") to the Employer and/or its designees, provided however, that CHLIC shall release any
02/27/2017
7
Client Name: City of Miami Beach
Administrative Services Only Agreement
information needed by Employer to administer its Plan and any information which is subject to disclosure
pursuant to Public Records Laws,including,without limitation,Chapter 119.Florida Statutes. Employer agrees
that Employer and its designees will keep Confidential Information and Proprietary Information confidential and
will use Confidential Information and Proprietary Information solely for the purpose of administering the Plan or
as otherwise required by law. Employer is solely responsible for the consequences of any use, misuse, or
disclosure of Confidential Information provided by CHLIC pursuant to this paragraph b.
ii. CHLIC will maintain the confidentiality of all Protected Health Information in its possession in accordance with
the Privacy Addendum in Exhibit D and any Applicable Laws, including, without limitation, any Florida
privacy laws and 201 CMR 1700: Massachusetts Standards for the Protection of Personal Information of
Residents of the Commonwealth.
c. Upon termination of this Agreement and subject to the provisions of Section 6.b above, CHLIC shall make
information available, to the extent administratively feasible, if the Parties agree upon the charge to be paid by
Employer. Notwithstanding the foregoing sentence, subsequent to termination of this Agreement, CHLIC shall
release any information needed by Employer to administer its Plan. CHLIC will provide any information or data
required by Employer in connection with any dispute or litigation regarding a claim for benefits under the Plan,at
no additional charge to Employer.
The obligations set forth in this Section 6(b), shall survive termination of this Agreement.
Section 7. Plan Benefit Liability/Defense of Actions
a. Employer Liability for Plan Benefits.Employer is responsible for all Plan Benefits including any Plan Benefits paid
as a result of any legal action. CHLIC shall reasonably cooperate with Employer, in its defense of any action or
proceeding involving a claim for Plan Benefits.
b. If Employer directs CHLIC in writing to pay a claim for health care services and/or products that CHLIC has
determined are not covered under the Plan,Employer is responsible for funding the payment and such payments
shall not be considered in determining reimbursements or payments under stop loss insurance or in determining any
risk-sharing or performance guarantee reimbursements. Employer shall reimburse CHLIC for any liability or
expenses(including reasonable attorneys' fees)CHLIC may incur in connection with making such payments.
c. Employer Liability for Plan-Related Expenses.Unless Employer qualifies for a tax exemption, Employer shall reimburse
CHLIC for any amounts CHLIC may be required to pay(i) as state premium tax or any similar Plan-related tax, charge,
surcharge or assessment,or(ii)under any unclaimed or abandoned property,or escheat law,with respect to Plan Benefits and
any penalties and/or interest thereon. CHLIC acknowledges that Employer is a municipal corporation organized under the
laws of the State of Florida and,as such,is exempt from payment of taxes.
d. In performing its obligations under this Agreement,CHLIC shall use reasonable diligence and that degree of skill
and judgment possessed by one experienced in furnishing claim administration services to plans of similar size and
characteristics as the Plan. This includes making a good faith effort to correct any mistake or clerical error which
may occur due to actions or inaction by CHLIC,undertaken in good faith once the error or mistake is discovered.
e.CHLIC shall be liable to and indemnify the Employer for any loss, cost or expense (including court costs and
reasonable attorneys' fees) for which Employer may become liable in consequence of any acts or omissions of
CHLIC or its employees,agents,or representatives,which constitute a failure,on the part of CHLIC,to perform its
claim administration and other services in accordance with the standard set forth in section 7(d)above; CHLIC's
failure to perform the claim administration and other services pursuant to the Plan or this Agreement; or fraud,
embezzlement,willful misconduct or intentional disregard on the part of the provisions of the Plan or CHLIC or its
employees,agents,or representatives. CHLIC shall not be liable to the Employer for actions taken in good faith and
02/27/2017
8
Client Name: City of Miami Beach
Administrative Services Only Agreement
performed in accordance with the provisions of the Plan or this Agreement.
f.Defense of Actions.
i. The Employer and CHLIC agree to cooperate with respect to(a)the determination,settlement and defense of any
and all claims for Plan Benefits undertaken by CHLIC pursuant to this Agreement,and(b)the settlement of and
conduct of a defense against any claim for Plan Benefits which has been denied,which may include attending
hearings and trials and assisting in securing the attendance of witnesses and giving of evidence.
ii. The payment of legal fees arising out of any transaction or activity under this Agreement shall be the
responsibility of the person incurring the expense, except as provided in this Section 7, or except as expressly
agreed to in writing between the Employer and CHLIC. However,reasonable legal fees incurred by CHLIC and
attributable to a request,direction,or demand by the Employer shall be the responsibility of the Employer,except
when such request, direction or demand is the result of a failure of CHLIC to abide by the terms of this
Agreement,in which case CHLIC shall be responsible for payment of the reasonable legal fees.Reasonable legal
fees incurred by CHLIC and attributable to the defense of claims determinations made in accordance with this
Agreement shall be the obligation of the Employer;provided however,the Employer shall not be responsible for
legal fees or costs incurred by CHLIC with respect to a claim where it is determined CHLIC failed to adhere to
the standard of care in Section 7(d). In all matters where CHLIC seeks payment of legal fees hereunder,CHLIC
shall defer to the Employer with respect to the retention of counsel and the settlement of the dispute.
The reimbursement obligations set forth in this Section 7 shall survive termination of this Agreement.
Section 8. Modification of Plan and Charges
a. After the Initial Term of this Agreement, CHLIC shall have the right to revise the charges identified in this
Agreement (i) on the anniversary of this Agreement (thirty-six (36) months after the Effective Date of this
Agreement)and at any time thereafter by giving Employer at least sixty(60)days'prior written notice,but not more
frequently than once in a twelve (12) month period, (ii) upon any material modification or amendment of the
benefits under the Plan,impacting CHLIC's administration of the Plan,(iii)upon any variation of fifteen percent
(15%)or more in the number of Members used by CHLIC to calculate its charges under this Agreement,and/or(iv)
upon any change in law or regulation that materially impacts CHLIC's liabilities and/or responsibilities under this
Agreement.
b. Employer shall provide CHLIC written notice of any modification or amendment to the Plan sufficiently in advance
of any such change as to allow CHLIC to implement the modification or amendment.Employer and CHLIC shall
agree upon the manner and timing of the implementation subject to CHLIC's system and operational capabilities.
c. Employer is solely responsible for communicating any Plan modification or amendment to Members or individuals
considering enrolling in the Plan.
Section 9. Modification of Agreement
This Agreement constitutes the entire contract between the Parties regarding the subject matter herein. Except, as
otherwise provided herein,the provisions of this Agreement shall control in the event of a conflict with the terms of any
other agreements. No modification or amendment hereto shall be valid unless in writing and signed by an authorized
person of each of the Parties,except that modification of charges pursuant to Section 8 above may be made by written
notice to Employer by CHLIC.
02/27/2017
9
Client Name: City of Miami Beach
Administrative Services Only Agreement
Section 10. Laws Governing Agreement
a. This Agreement shall be construed in accordance with the laws of the State of Florida without regard to conflict of
law rules, and both Employer and CHLIC consent to the venue being in Miami-Dade County, Florida and
jurisdiction of its'courts.
b. The Parties shall perform their obligations under this Agreement in conformance with all Applicable Laws and
regulatory requirements.
Section 11. Information in CHLIC Processing Systems
CHLIC may retain and use all Plan-related claim and Plan Benefit payment information recorded for or otherwise
integrated into CHLIC's business records including claim processing systems during the ordinary course of business
(provided,however,that claim or payment information will be available to Employer pursuant to Section 6). CHLIC
will retain claim and payment information as required by Applicable Law.
Section 12. Resolution of Disputes
(Intentionally Omitted)
Section 13. Third Party Beneficiaries
This Agreement is solely for the benefit of Employer and CHLIC. It shall not be construed to create any legal
relationship between CHLIC and any other party.
Section 14. Waivers
No course of dealing or failure of any Party to strictly enforce any term,right or condition of this Agreement shall be
construed as a waiver of such term,right or condition. Waiver by either Party of any default shall not be deemed a
waiver of any other default.
Section 15. Headings
Article,section,or paragraph headings contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
Section 16. Severability
If any provision or any part of a provision of this Agreement is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall not invalidate or render unenforceable any other portion of this
Agreement.
Section 17. Force Majeure
CHLIC shall not be liable for any failure to meet any of the obligations required under this Agreement where such
failure to perform is due to any contingency beyond the reasonable control of CHLIC,their employees, officers, or
directors. Such contingencies include,but are not limited to,acts or omissions of any person or entity not employed or
reasonably controlled by CHLIC, their employees, officers, or directors, acts of God, fires, wars, accidents, labor
disputes or shortages, and governmental laws, ordinances,rules or regulations.
02/27/2017
10
Client Name: City of Miami Beach
Administrative Services Only Agreement
Section 18. Assignment and Subcontracting
No Party may assign any right,interest,or obligation hereunder without the express written consent of the other Party;
provided,however that CHLIC may assign any right, interest, or responsibility under this Agreement to its affiliates
and/or subcontract specific obligations under this Agreement provided that CHLIC shall not be relieved of its
obligations under this Agreement when doing so.
Section 19. Notices
Except as otherwise provided,all notices or other communications hereunder shall be in writing and shall be deemed to
have been duly made when(a)delivered in person,(b)delivered to an agent, such as an overnight or similar delivery
service, (c) delivered electronically, or (d) deposited in the United States mail, postage prepaid, and addressed as
follows:
To CHLIC:
Cigna Health and Life Insurance Company
401 Chestnut Street
Chattanooga, TN 37402
Attention: John Dyer,Financial Analysis Manager
To Employer:
City of Miami Beach
1700 Convention Center Drive
Miami Beach,FL 33139
Attention: Ms. Sonia Bridges
Director of Risk and Benefits
The address to which notices or communications may be given by any Party may be changed by written notice
given by one Party to the other pursuant to this Section.
Section 20. Identifying Information and Internet Usage
Except,as necessary in the performance of their duties under this Agreement,no Party may use the other's name,logo,
service marks,trademarks or other identifying information or to establish a link to the other's World Wide Web site
without its prior written approval.
Section 21. Request for Proposal
The City of Miami Beach Request for Proposals No. 2016-086-WG Health Plan Services and Benefits to the City of
Miami Beach Active Employees, Dependents, Pre-65 Retirees, and Post-65 Retirees, together with all amendments
thereto,issued by the City in contemplation of this Agreement(the"RFP"),and CHLIC's proposal in response thereto
(the"Proposal"),are hereby incorporated by reference and made a part hereof;provided,however,that in the event of
an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail:
this Agreement(including its Schedules,Exhibits,Addenda,Amendments,or the like documents); the RFP; and the
Proposal.
02/27/2017
11
Client Name: City of Miami Beach
Administrative Services Only Agreement
Section 22. Compliance with Public Records Laws
a. CHLIC shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be
amended from time to time. Records made or received in connection with this Agreement are public
records under Florida law, as defined in Section 119.011(12), Florida Statutes.
b. Pursuant to Section 119.0701 of the Florida Statutes,if the Cigna meets the definition of"Contractor"as
defined in Section 119.0701(1)(a), CHLIC shall:
i. Keep and maintain public records required by the City to perform the service;
ii. Upon request from the City's custodian of public records, provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law;
iii.Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed,except as authorized by law,for the duration of the contract term and
following completion of the Agreement if CHLIC does not transfer the records to the City;
iv.Upon completion of the Agreement,transfer,at no cost to the City,all public records in possession of
CHLIC or keep and maintain public records required by the City to perform the service. If CHLIC
transfers all public records to the City upon completion of the Agreement, CHLIC shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements, unless otherwise required to be maintained by CHLIC by law. If CHLIC keeps and
maintains public records upon completion of the Agreement, CHLIC shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to the
City,upon request from the City's custodian of public records,in a format that is compatible with the
information technology systems of the City.
c. REQUEST FOR RECORDS;NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for services must be
made directly to the City. If the City does not possess the requested records, the City shall
immediately notify CHLIC of the request,and CHLIC must provide the records to the City or allow
the records to be inspected or copied within a reasonable time.
(2) CHLIC's failure to comply with the City's request for records shall constitute a breach of this
Agreement, and the City,at its sole discretion,may: (1)unilaterally terminate the Agreement;(2)
avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available
remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a reasonable time may be
subject to penalties under s. 119.10.
d. CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public records relating to the
City's contract for services,the court shall assess and award against CHLIC the reasonable costs of
enforcement, including reasonable attorney fees, if:
(a) The court determines that CHLIC unlawfully refused to comply with the public records
request within a reasonable time; and
(b) At least 8 business days before filing the action,the plaintiff provided written notice of the
public records request,including a statement that CHLIC has not complied with the request,
to the City and to CHLIC.
(2) A notice complies with subparagraph(1)(b)if it is sent to the City's custodian of public records and
to CHLIC at CHLIC's address listed on its contract with the City or to CHLIC's registered agent.
Such notices must be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of
delivery, which may be in an electronic format.
02/27/2017
12
Client Name: City of Miami Beach
Administrative Services Only Agreement
(3) A Contractor who complies with a public records request within 8 business days after the notice is
sent is not liable for the reasonable costs of enforcement.
e. IF CHLIC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA
STATUTES,TO CHLIC'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FLORIDA 33139
E-MAIL: RAFAELGRANADO)MIAMIBEACHFL.GOV
PHONE: 305-673-7411
f. Notwithstanding anything to the contrary in this Agreement, CHLIC acknowledges that Employer is a
municipal corporation, organized and existing under the laws of the State of Florida, and, as such, is
subject to Chapter 119,Florida Statutes,and related statutes known as the"Public Records Laws". To the
extent that CHLIC provides Employer with any information which CHLIC considers to be a trade secret,
as defined pursuant to Section 812.081, Florida Statutes, as same may be amended from time to time,
CHLIC shall provide a cover sheet marked "confidential" or "trade secret" dated and containing a
description of the enclosed protected information or CHLIC shall mark the documents as"confidential"or
"trade secret". If a request is made to view Confidential Information for which a disclosure obligation
exists(or which Employer believes may exist)pursuant to the Public Records Law,Employer will notify
CHLIC of such request and CHLIC will provide Employer with an affidavit consistent with the
requirements set forth in Section 624.4213(1)(c),Florida Statutes to confirm the trade secret status of the
information. The affidavit will be provided by CHLIC within seven(7)days from receipt of Employer's
request,and will be executed by a duly authorized corporate officer of CHLIC.If a requester objects to the
application of the trade secret exemption,the Employer will promptly provide CHLIC with notice of the
objection, so as to provide CHLIC with the opportunity to obtain a court order enjoining such disclosure
within thirty(30) days from receipt of notification. If CHLIC fails to obtain that court order enjoining
disclosure within the thirty(30) days period, Employer may release the information as requested. Such
release shall be deemed to be made with Company's consent and will not be deemed to be a violation of
law, including but not limited to laws concerning trade secrets, copyright or other intellectual property.
CHLIC agrees to indemnify and hold harmless 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.
02/27/2017
13
Client Name: City of Miami Beach
Administrative Services Only Agreement
SIGNATURES
ATTEST: CITY OF MIAMI BEACH, FLS 'AIS. ,
By:
Rafael E. ranado, ity Clerk 4\ B
����� 'Philip Levin-;,Mayl Date: f7
I ';
* 1KCORP ORATED;
ATTEST: Cl �•t EALTH AND LIFE INSURANCE COMPANY
y: ,60-9-1.1" 761'./ C3
Print Name/Title: Print Name/Title: Ce ` TuC ` j2ewri // t 111/62"4`114'
Date: 3 /i3)Ii
APPROVED AS TO
FORM OR EX CUTIONE
02/27/2017 Date
14 City Attorney
oA
c
, lif.11 111111
C
LI { Y M. 46
.y =
t 3 i. /�•�I
,f 1:74.431. _ 'id r u bA
1: 1 11/4 ,..oOtOtiOt 0 04
eel
p.o Iiiik tlii! 115 t
III
ct a. d i &SSG Qr,:i• "p'
ifit
3 toot
8
° [!!'-.44611i .�
con 29. i
414
Jr a G;4:,,:.E1111,41
k 1""` Com" !!!
g 0.0. O N r 174
=
CCS o� "t Y
W C4 �"
y, ) c.
V 11 I' p� :, Cq ,t c�
Y
^�' i, koo! z '—
� 5 6� ,' ,�" �",
a O
— CQ C� °I t� 'a T 0 — . o
r1,,,,,,,,,,,,,,,,:q,,,
x i �r o O O
CSC 1 t o t �" "" F,' G) .�
w r°r tot A"3., p�• ;13 ami
o 3 -4 g, ,, cf) Y °..,)
w
cr
°' ism '�; �! o w o o
4-4
� �,,, lagia a a ' � • a s, Y• �. N b
_ R y— !!,.1::..,";.:.;,„.4,111!J14.,, o ° a cC n' Z .V
a. $iia °
tcl ,9 411
Noti
L ..•I FM.•��•.y11 p 4044 (@"'fint2,40'.; ,.,/ W u
•
y tGMw r3 • O�
Itt
lot
f:Iii ??LL ala; o
V 03 c
$ 1. PION g D i r` V o
0140.1
�, d uca tn
— S — H j '� 1
flat
Not
u a
t0 N a) a ;x a t\
If
N
V Q V O
° a4 rat
ofoN °— bA Q "
° > n O E a)
U
a) 7 -2 m �i . vA •D'a U z r,
c N HU z rr ; °
' + v bA t) 154
cdy; �y /O O p O a 00
a
(C'� ( O (a N O m ¢' v) yj N VJ p �
• >01.-.," ., 0 O ,UN '0 ,4 p4. te ¢ 4-, C -O 0 U Yac.C v) — � U :>.-
10°I
Y F: `n N 'Cy, s ' ti
1. ; T, ,.,:1 1 :
,;`•,
1,-, -r:1 iv'
0
1.1
on 15 ,� • .5 an.4 o \ ° '� U o 5 a, a) o
i -.5 -5 6 mac 'E ct a.) O e'y. .. .. i .� U U ;.
<-,c' E oma", •> - S ;`11). c ``f > -0 3 3 - • >,'TEL
y p U
Y U1 Y 4.(� Ca (a
a cC° abAO YUo
1 x N . a '' a o U o '2 G, uH •U1
v NO Q. CO . � c9 ux . a) 4V r 4N U 5.
V (a U �' ,� i,M 0 Y Ca � 4
cl
,: L O > ,• 'j G •5 U A il i-' cC _0 ' 72, U ° ,Y W N ca
Y
U E ° ..
' . y ° • b4 up E bA 1U. E' ; ,.. �U, G• am." cc s ,� •� 2 +0• U ii
48' ,., ct •-- o > s?, O cn a fa, 0U fr 4° d 3 o o W •
'Y '.- �. • Y �'i a) . .0 U Q" N• o 0 i-, ''' a) .-. •v1 s`n-, .E
a) 4° y a �° a 'Y °t -o ;•� ..--: 0 o v°i' Y '3 .E °
0 0 ..17), ti) ':..,41 b.0 = a) Q cC ) U *. % • c -ca v cC , i
a) ," o ca `° > 3 .E Q w Q 'Y U w w°
�ee Q ¢ � � w
�V .' .� Y .r-, U1 -,:i U V a , 4
2 V i,,. ca z N •." - b a;..
o
�+ S a > • .5 U a, 'y r"
U -cz, a) • U a) •4 U +�"" a
il
as ii-
Z .0CA
=_ U fl o w a N
GI C N
U < °
Client Name: City of Miami Beach
Administrative Services Only Agreement
Exhibit A - Plan Booklet
A"Plan Booklet"that describes the Plan Benefits and Members'rights and responsibilities under the Plan will be
provided by Employer to CHLIC for its use in administering the Plan including denials and appeals of denials of
claims for Plan Benefits.If Employer has not provided CHLIC with a copy of its fmalized Plan Booklet by the time
this Agreement is effective,CHLIC will administer the Plan in accordance with the Plan Benefits described in the
Plan Booklet draft provided by CHLIC to Employer and Section 2 of this Agreement. CHLIC will continue to
administer the Plan in this manner until CHLIC receives the fmalized Plan Booklet and follows CHLIC's
preparation and review process. After that time CHLIC will administer the Plan in accordance with Plan Benefits
described in the fmalized Plan Booklet and Section 2 of this Agreement.
02/27/2017
17
k !
tor
ii
c. U c U U co U
O 0 0 0 00000 0
i co o �n Mp O cC s.
A O
•
OU Ei . E o - cdUU a) 'C .O ' 0yZNO) 1a'O ct 'CO UO ^xV � vxO N4 ,. Q ,L,'1
C Q. W
11,
P.
U O ° 1 5 `n >, O g 1 3 U g a) cca V¢]
00 p �, 4-. a) O 0 •- y ›, y0 a) , 9 ,• 4 Y 5 V]
-�
a o o 7-1 -d 0
v ¢ c2 O ,° U " O W- y Qc,„ a) o , ' f bN3
}
.c , u o4. 3 U a) 0 o a) o -o U u -a
> c v, Q .0 >O Q >O °0 w 5 c. tt W O o 6
O W O O O U 0 Q.. 'c O b o N '�
CA 1�r 0�, '7 2O .5 x ,o x cC O .— 3 $.. U .. ,bc�. ''i 4y .> c06. .0O --V
e CA 78 b4 O O
Do
az u at wo• E. 3 onw O U ° 5 a� O = > o
5 , — V — o�
y , 2 a oT:i W •
3 ami o1 Q., o z •5
^" ° 0 o
° 8 .2 w, a,a b -o a > ,.. U a � a" a
O U .(-) z ' N •-:. O O E O 0 0 0 0 ,' D ° 7 ^C x .- 4 O g
o
"' L Ocig0 Q o o ›, cc o c U i N at .n 3 ,O - y
'., = ° `" E ' '-S lr'' g i 5 2" m >, cl ',' U , ,-, 0. '' 51 ca.-c) 0, ei
W ° a,o ? ° ° x wu a c. . °� ,_g cu
al —4
1 P. . R • y .5 5 M c„im a" .0 -0 upC
dU '••' ."' = j, cC U > ,. '- 0. a) ,�--4 +�-' "':. Cn t1. U vi 'r O V c-.
v Las j o 7. .3 ° N ° ° O cn 'Fd 0 i•, i•^ i ',5.,. (9-4
a.. 5 3 0 °
O G-. Q, Ct R: P4 O v V W W ,0, U u U L1 P- U
>, N
V G1 N M
L
Z Nr
I
c
N
w E N
of
WI GO CA WI
.0 u u F, z *
0 0 0 6,
m n i 6, 6, s. : m t ' v, m m
u v a a a Q+ c.0 to
': ,i- -6,-, -4-,
O O Imi 0O
a Cl. 6 a AAAA Pi PO a s
ddad dddd 'Nu dddd
Q a) = a) •. F-+ N .
.p O 4 O s
up vi .o s" Y ct
E •
a)
O 5 s� ,0 a) 5 -0 Y N .
Y > Eo OO 0 p a.)
sO " 0 Ccri 4 p.
'C • . y� O 7Nf ,t ,
a) � O YOC . N UO
cat
v U YO O U -E to 0 > 2O ( E" p
rmac. cC Q.'C a)
U •a �; n. 0 o PW O v cC 0 of O Y ,.
•
3 a'"i E `" O a) ca c) > E Lia
Y
7:11Y
«� �„ W .- a) U U cw} a) " a)
co �" ~ ,'�" c� .� y y �' ,� IILI
U Ute"
E
•cd cl O
�
n O
of
-p " . zi g, O
Fza to y cd U Y I: U O U
O
O �.o c O to O N . Q., >
4." W a) .. o V cu nor a.. -� �l " cu �.
.5 w _•y o L.p.••-- x a) o Ls P# U Vit, to
m0o a �; Q oi. •7) • iai o Q
d U •O a cc) cd U do y,,, U U - U ca . u. ...
co of cm a) a) v • n °° U .:3. '
m >' >,C o UQtoonoo u b •3 g o
:�
c W e � " " a)EO0 U .OUa) E EU -0 P4 U c a) -. K ,.
cci in o � Q � � UUv� 3 �' c>~� o ' A, ro 'n . 0
>+ 0 `1.)
N
a y o0 a; d •-• N M 4 • N M
a1 i+
E
Z N r`
0
4. CN
�'F
0 <
r'4;',, ,t,":':::.,.0.,,,',.:0.,',
WI
cece + iiu vv : :
1:.",,i
CJ
: OO Vv CO' r, iu = O Ij1i
g, C , O c ,0kO &% — - -
ot,
71
OO -0,./,,,,,
d ' C C Caa)C a)$ x — c)pC =dCga> d dd ai dC
d d€
,,Cif,'
, ,2, a� • as O a> as vim,
'� -O a '0 8 8 cA U s0, '0 -
U cC cd
`a, w U µti" c• 8 ,. c� O N N
Y .SA N
t U t� "� ', o �, rC '„ D' U
s,,,,,, $:,..z°x 2 ,- + U �' 8 U '2 6" A
C O s .. a . O 4, O
C ,b-0,-8 :^0 t A u t t w YO E O C/1
° G1 U 6 0 •> O a) n U O s m cn U
. '
il
i
+s'�°✓ye
P5'
'C
o
,szt
•
c 43 aca, -Sb ' " '' C Y 0U fi} N U QOY ? V - 5 °.". $
.' Y • 58f ?" Q a 0 'oU i ! N • Rw. �C N ( ' 4_ O o )n • o i •° ai 0 roa) 5 .L 4.) as.z a, . 0 UUU � Y O E .vZ � Urn, c+-, Y '� ..r + COct U . O n. o ' v N e �+ ,4C a ,1 "� 'C agcif U Uc` � iY.i8 >. O C 0. ., 'G OO k m , U , 0 i 3 V - . ;. 3' O ,4NCxxvY, . E N sO ," Oo t— ;, .�'
flct
et
az
•
7:3
up cp
u CD
UU W ° U 0 zU .� .e.,.-4 8 U Q+ N,.aN S P a) d " C m.' ',,, ,,_,:7-..
U ,U C Ufo ?+ N' C ,- tiU . . Q � 'YesO +'E CC U Uic0 'a' t. Q N qt;t. ., O � od O U7 ,, 4-• cd cu
t .O UO brow Y • N .E t• c v . E: cngg „ • m E. cC U Y� NU Y U:' y +, Eg fiYbQ • .U • 2 ” ;"'N s. •p 2 U' c9 8 U ,. N 2clR Q •4. O Y 'q ,: U N 8 , Ny O On O L, "' ry O ..m to`-- U O °; -� w' V ,;:: O ,-.1 O C � U a�0 ,.4 - kW � ° ^ aUi , p '✓ U U aM d& Yr�',,t''' (� N u - �xrvl NcO Q
ct c,icC '_
I
�
Nt`-
•0.1.
U d o"To'Z UQ
al
tiii,11 'A
f,A
Client Name: City of Miami Beach
Administrative Services Only Agreement
Exhibit C — Claim Audit Agreement (Sample)
A. WHEREAS, Cigna Health and Life Insurance Company("CHLIC") desires to cooperate with requests by
("Employer")to permit an audit for the purposes set forth below and subject to Section 6 of
the Administrative Services Only Agreement between CHLIC and Employer;
B. WHEREAS, ("Auditor")has been retained by Employer for the purpose of performing an
audit("Audit")of claims administered by CHLIC;
C. WHEREAS, the Auditor and the Employer recognize CHLIC'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
NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein,
CHLIC, the Employer and the Auditor hereby agree as follows:
1. Audit Specifications
The Auditor will specify to CHLIC in writing at least forty-five(45)days prior to the
commencement of the Audit the following "Audit Specifications":
a. the name, title and professional qualifications of individual Auditors;
b. the Claim Office locations, if any,to be audited;
c. the Audit objectives;
d. the scope of the Audit(time period, lines of coverage and number of claims);
e. the process by which claims will be selected for audit;
f. the records/information required by the Auditor for purposes of the Audit; and
g. the length of time contemplated as necessary to complete the Audit.
2. Review of Specifications
CHLIC will have the right to review the Audit Specifications and to require any changes in, or
conditions on, the Audit Specifications which are necessary to protect CHLIC's legal and business
interests identified in paragraph C above.
3. Access to Information
CHLIC will make the records/information called for in the Audit Specifications available to the
Auditor at a mutually acceptable time and place.
4. Audit Report
The Auditor will provide CHLIC with a true copy of the Audit's findings,as well as the Audit Report,
if any, that is submitted to the Employer. Such copies will be provided to CHLIC at the same time
that the Audit findings and the Audit Report are submitted to the Employer.
5. Comment on Audit Report
CHLIC reserves the right to provide the Auditor and the Employer with its comments on the findings
and, if applicable,the Audit Report.
6. Confidentiality
02/27/2017
21
Client Name: City of Miami Beach
Administrative Services Only Agreement
The Auditor understands that CHLIC 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:
a. The Auditor shall not make photocopies or remove any of the claim records/information
without the express written consent of CHLIC;
b. The Auditor agrees that its Audit Report or any other summary prepared in connection with
the Audit shall contain no individually identifiable information.
7. Restricted Use of the Audit Information
With respect to persons other than the Employer,the Auditor will hold and treat information obtained
from CHLIC 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 CHLIC executed by an officer of CHLIC,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 except as
required by applicable law. The Auditor agree to indemnify and to hold harmless Employer and
CHLIC for any and all claims,costs,expenses and damages which may result from any breaches of the
Auditor's obligations under paragraphs 6 and 7 of this Agreement or from CHLIC's provision of
information to the Auditor. The Employer authorizes CHLIC to provide to the designated Auditor the
necessary information to perform the audit in a manner consistent with all Health Insurance Portability and
Accountability Act of 1996("HIPAA"),Privacy Standards and in compliance with the signed Business
Associate Agreement("BAA"). 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 CHLIC
or specifically created or retained by CHLIC in connection with the services which CHLIC performs
under the Administrative Services Only Agreement between CHLIC and Employer.
8. Termination
CHLIC may terminate this agreement with prior written notice. The obligations set forth in Sections 4
through 7 shall survive termination of this agreement.
02/27/2017
22
Client Name: City of Miami Beach
Administrative Services Only Agreement
Cigna Health and Life Insurance Company
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
Employer:
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
Auditor:
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
02/27/2017
23
Client Name: City of Miami Beach
Administrative Services Only Agreement
Exhibit D — Privacy Addendum
("Business Associate Agreement")
I. GENERAL PROVISIONS
Section 1. Effect. As of the Effective Date,the terms and provisions of this Addendum are incorporated in
and shall supersede any conflicting or inconsistent terms and provisions of(as applicable)the Administrative
Services Only Agreement and/or Flexible Spending Account or Reimbursement Accounts Administrative
Services Agreement to which this Addendum is attached,including all exhibits or other attachments to,and all
documents incorporated by reference in, any such applicable agreements(individually and collectively any
such applicable agreements are referred to as the "Agreement"). This Addendum sets out terms and
provisions relating to the use and disclosure of Protected Health Information ("PHI") without written
authorization from the Individual. To the extent there is a conflict between the Agreement and this Addendum,
this Addendum shall control.
Section 2. Amendment to Comply with Law. CHLIC,on behalf of itself and its affiliates and subsidiaries that
perform services under the Agreement(collectively referred to as"CHLIC"), Employer(also referred to as
"Plan Sponsor"), and the group health plan that is the subject of the Agreement (also referred to as the
"Plan")agree to amend this Addendum to the extent necessary to allow either the Plan or CHLIC to comply
with applicable laws and regulations including, but not limited to, the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations(45 C.F.R.Parts 160 to 164)("HIPAA Privacy
and Security Rules").
Section 3. Relationship of Parties. The parties intend that CHLIC is an independent contractor and not an
agent of the Plan or the Plan Sponsor.
II. PERMITTED USES AND DISCLOSURES BY CHLIC
Section 1. Uses and Disclosures Generally. Except as otherwise provided in this Addendum,CHLIC may use
or disclose PHI to perform functions, activities or services for, or on behalf of, the Plan as specified in the
Agreement, provided that such use or disclosure would not violate the HIPAA Privacy& Security Rules if
done by the Plan. CHLIC shall not further use or disclose PHI other than as permitted or required by this
Addendum, or as required by law.
Section 2. To Carry Out Plan Obligations. To the extent CHLIC is to carry out one or more of the Plan's
obligations under Subpart E of 45 C.F.R.Part 164,CHLIC agrees to comply with the requirements of Subpart
E that apply to the Plan in the performance of such obligations.
Section 3. Management and Administration.
(A) CHLIC may use PHI for the proper management and administration of CHLIC or to carry out the legal
responsibilities of CHLIC.
(B) CHLIC may disclose PHI for the proper management and administration of CHLIC, provided that
disclosures are:(a)required by law;or(b)CHLIC obtains reasonable assurances from the person to whom
the information is disclosed that it will remain confidential and used or further disclosed only as required
by law or for the purpose for which it is disclosed to the person, and the person notifies CHLIC of any
instances of which it is aware in which the confidentiality of the information has been breached.
02/27/2017
24
Client Name: City of Miami Beach
Administrative Services Only Agreement
(C) CHLIC may use or disclose PHI to provide Data Aggregation services relating to the Health Care
Operations of the Plan,or to de-identify PHI. Once information is de-identified,this Addendum shall not
apply.
Section 4. Required or Permitted By Law. CHLIC may use or disclose PHI as required by law or permitted by
45 C.F.R. §164.512.
III. OTHER OBLIGATIONS AND ACTIVITIES OF CHLIC
Section 1. Receiving Remuneration in Exchange for PHI Prohibited. CHLIC shall not directly or indirectly
receive remuneration in exchange for any PHI of an Individual,unless an authorization is obtained from the
Individual, in accordance with 45 C.F.R. §164.508, that specifies whether PHI can be exchanged for
remuneration by the entity receiving PHI of that individual, unless otherwise permitted under the HIPAA
Privacy Rule.
Section 2. Limited Data Set or Minimum Necessary Standard and Determination. CHLIC shall,to the extent
practicable, limit its use, disclosure or request of Individuals' PHI to the minimum necessary amount of
Individuals' PHI to accomplish the intended purpose of such use, disclosure or request and to perform its
obligations under the underlying Agreement and this Addendum. CHLIC shall determine what constitutes the
minimum necessary to accomplish the intended purpose of such disclosure.
Section 3. Security Standards. CHLIC shall use appropriate safeguards and comply with Subpart C of 45
C.F.R.Part 164 with respect to Electronic PHI to prevent use or disclosure of PHI other than as provided for by
the Agreement.
Section 4. Protection of Electronic PHI. With respect to Electronic PHI, CHLIC shall:
(A) Implement administrative,physical and technical safeguards that reasonably and appropriately protect
the confidentiality, integrity and availability of the Electronic PHI that CHLIC creates, receives,
maintains or transmits on behalf of the Plan as required by the Security Standards;
(B) Ensure that any agent or subcontractor to whom CHLIC provides Electronic PHI agrees to implement
reasonable and appropriate safeguards to protect such information; and,
(C) Promptly report to the Plan any Security Incident with respect to Electronic PHI of which it becomes
aware and which has compromised the protections set forth in the HIPAA Security Rule. In the event of
a Security Incident,CHLIC shall report to the Plan in writing(i)any actual,successful Security Incident
within ten (10) business days of the date on which CHLIC first becomes aware of such actual,
successful Security Incident and(ii)to the extent commercially reasonable,the Plan may request CHLIC
to report in writing attempted but unsuccessful Security Incidents involving PHI of which CHLIC
becomes aware, provided however that such reports are not required for trivial and routine incidents
such as port scans, attempts to log-in with an invalid password or user name,denial of service attacks
that do not result in a server being taken off-line, malware and pings or other similar types of events.
Section 5. Reporting of Violations. CHLIC shall report to the Plan any use or disclosure of PHI not provided
for by this Addendum of which it becomes aware. CHLIC agrees to mitigate, to the extent practicable, any
harmful effect from a use or disclosure of PHI in violation of this Addendum of which it is aware.
Section 6. Security Breach Notification. CHLIC will notify the Plan of a Breach(including privacy related
02/27/2017
25
Client Name: City of Miami Beach
Administrative Services Only Agreement
incidents that might,upon further investigation,be deemed to be a Breach)without unreasonable delay and,in
any event, within ten(10)business days after CHLIC's discovery of same. This notification will include,to
the extent known:
i. the names of the individuals whose PHI was involved in the Breach;
ii. the circumstances surrounding the Breach;
iii. the date of the Breach and the date of its discovery;
iv. the information Breached;
v. any steps the impacted individuals should take to protect themselves;
vi. the steps CHLIC is taking to investigate the Breach, mitigate losses, and protect against future
Breaches; and,
vii. a contact person who can provide additional information about the Breach.
For purposes of discovery and reporting of Breaches,CHLIC is not the agent of the Plan or the Employer(as
"agent"is defined under common law). CHLIC will investigate Breaches,assess their impact under applicable
state and federal law,including HITECH,and make a recommendation to the Plan as to whether notification is
required pursuant to 45 C.F.R. §§164.404-408 and/or applicable state breach notification laws. With the
Plan's prior approval,CHLIC will issue notices to such individuals,state and federal agencies—including the
Department of Health and Human Services, and/or the media—as the Plan is required to notify pursuant to,
and in accordance with the requirements of applicable law(including 45 C.F.R. §§164.404-408). In the event
of a Breach affecting multiple CHLIC clients where CHLIC believes notification to affected individuals is
required in accordance with applicable law, CHLIC reserves to the right to issue notifications to the affected
individuals without Plan approval.
CHLIC will pay the costs of issuing notices required by law and other remediation and mitigation which, in
CHLIC's discretion,are appropriate and necessary to address the Breach. CHLIC will not be required to issue
notifications that are not mandated by applicable law. CHLIC shall provide the Plan with information
necessary for the Plan to fulfill its obligation to report Breaches affecting fewer than 500 Individuals to the
Secretary as required by 45 C.F.R. §164.408(c).
Section 7. Disclosures to and Agreements with Third Parties. CHLIC agrees to ensure that any subcontractors
that create,receive,maintain, or transmit PHI on behalf of CHLIC agree to the same restrictions, conditions
and requirements that apply to CHLIC with respect to such information.
Section 8. Access to PHI. CHLIC shall provide an Individual with access to such Individual's PHI contained
in a Designated Record Set in response to such Individual's request in the time and manner required in 45
C.F.R. §164.524.
Section 9. Availability of PHI for Amendment. CHLIC shall respond to a request by an Individual for
amendment to such Individual's PHI contained in a Designated Record Set in the time and manner required in
45 C.F.R. §164.526.
Section 10. Right to Confidential Communications and to Request Restriction of Disclosures of PHI. CHLIC
shall respond to a request by an Individual for confidential communications or to restrict the uses and
disclosures of PHI contained in such Individual's Designated Record Set in the time and manner required by
45 C.F.R. §164.522. CHLIC shall not be obligated to agree to,or implement,any restriction,if such restriction
would hinder Health Care Operations or the provision of the functions, activities or services, unless such
02/27/2017
26
Client Name: City of Miami Beach
Administrative Services Only Agreement
restriction would otherwise be required by 45 C.F.R. § 164.522(a).
Section 11. Accounting of PHI Disclosures. CHLIC shall provide an accounting of disclosures of PHI to an
Individual who requests such accounting in the time and manner required in 45 C.F.R. §164.528.
Section 12. Availability of Books and Records. CHLIC hereby agrees to make its internal practices,books
and records relating to the use and disclosure of PHI received from,or created or received by CHLIC on behalf
of the Plan,available to the Secretary for purposes of determining the Plan's compliance with the Privacy Rule.
Section 13. Standard Transactions. CHLIC certifies that it conducts any applicable transactions that are
subject to the HIPAA standard transaction rules(45 C.F.R. Parts 160-164)as required under such rules.
IV. TERMINATION OF AGREEMENT WITH CHLIC
Section 1. Termination Upon Breach of Provisions Applicable to PHI. Any other provision of the Agreement
notwithstanding, the Agreement may be terminated by the Plan upon prior written notice to CHLIC in the
event that CHLIC materially breaches any obligation of this Addendum and fails to cure the breach within such
reasonable time as the Plan may provide for in such notice.
If CHLIC knows of a pattern of activity or practice of the Plan that constitutes a material breach or violation of
the Plan's duties and obligations under this Addendum,CHLIC shall provide a reasonable period of time,as
agreed upon by the parties,for the Plan to cure the material breach or violation.Provided,however,that,if the
Plan does not cure the material breach or violation within such agreed upon time period,CHLIC may terminate
the Agreement at the end of such period.
Section 2. Use and Disclosure of PHI upon Termination. The parties hereto agree that it is not feasible for
CHLIC to return or destroy PHI at termination of the Agreement;therefore,the protections of this Addendum
for PHI shall survive termination of the Agreement,and CHLIC shall limit any further uses and disclosures of
such PHI to the purpose or purposes which make the return or destruction of such PHI infeasible.
V. OBLIGATIONS OF THE PLAN AND PLAN SPONSOR
Section 1. Disclosures Generally. Except as otherwise provided for in this Addendum, the Plan will not
request that CHLIC use or disclose PHI in any manner that would not be permissible under HIPAA or
HITECH if done by the Plan.
Section 2. Disclosures to the Plan or Third Parties. To the extent the Plan requests that CHLIC disclose PHI
either to the Plan or to a third party business associate acting for the Plan,the Plan represents and warrants that:
(A) It only will request PHI for the purposes of Treatment, Payment, or Health Care Operations, or another
permitted purpose under the HIPAA Privacy Rule;
(B) The information requested is the minimum necessary to achieve the purpose of the disclosure; and
(C) If the PHI is to be disclosed to a third party,the Plan has a business associate agreement in place with the
third party.
Section 3. Disclosure to Plan Sponsor. To the extent the Plan requests that CHLIC disclose PHI to the
Plan Sponsor, the Plan and Plan Sponsor each represent and warrant that:
02/27/2017
27
Client Name: City of Miami Beach
Administrative Services Only Agreement
(A) The information only will be used for one of the following purposes:
i. Plan Administration functions, as defined by the HIPAA Privacy Rule, and that the Plan Sponsor
has executed the required plan amendment and certification allowing the disclosure, as set out in
the HIPAA Privacy Rule;
ii. Enrollment functions, provided the information to be disclosed is limited to enrollment and
disenrollment information; or
iii. To amend, modify, or terminate the Plan, or to obtain premium bids to provide health insurance
coverage under the Plan, provided the information to be disclosed is limited to Summary Health
Information, as defined in the HIPAA Privacy Rule; and
(B) The information requested is the minimum necessary to achieve the purpose of the disclosure.
VI. DEFINITIONS FOR USE IN THIS ADDENDUM
Definitions. Certain capitalized terms used in this Addendum shall have the meanings ascribed to them by
HIPAA and HITECH including their respective implementing regulations and guidance.If the meaning of any
term defined herein is changed by regulatory or legislative amendment,then this Addendum will be modified
automatically to correspond to the amended definition. All capitalized terms used herein that are not otherwise
defined have the meanings described in HIPAA and HITECH. A reference in this Addendum to a section in
the HIPAA Privacy Rule,HIPAA Security Rule or HITECH means the section then in effect, as amended.
"Breach" means the unauthorized acquisition, access, use or disclosure of Unsecured Protected Health
Information which compromises the security or privacy of such information, except where an unauthorized
person to whom such information is disclosed would not reasonably have been able to retain such information.
A Breach does not include any unintentional acquisition,access or use of PHI by an employee or individual
acting under the authority of CHLIC if such acquisition,access or use was made in good faith and within the
course and scope of the employment or other professional relationship of such employee or individual with
CHLIC;any inadvertent disclosure from an individual who is otherwise authorized to access PHI at a facility
operated by CHLIC to another similarly situated individual at the same facility; and such information is not
further acquired, accessed, used or disclosed without authorization by any person.
"Business Associate"means CHLIC.
"Covered Entity"means the Plan.
"Designated Record Set"shall have the same meaning as the term"designated record set"as set forth in the
Privacy Rule,limited to the enrollment,payment,claims adjudication and case or medical management record
systems maintained by CHLIC for the Plan, or used, in whole or in part, by CHLIC or the Plan to make
decisions about Individuals.
"Effective Date" shall mean the earliest date by which CHLIC and the Plan must enter into a business
associate agreement under 45 C.F.R. Part 164.
02/27/2017
28
Client Name: City of Miami Beach
Administrative Services Only Agreement
"Electronic Protected Health Information" shall mean PHI that is transmitted by, or maintained in,
electronic media as that term is defined in 45 C.F.R. §160.103.
"Limited Data Set" shall have the same meaning as the term "limited data set" as set forth in 45 C.F.R.
§164.514(e)(2).
"Protected Health Information"or"PHP"shall have the same meaning as set forth at 45 C.F.R. §160.103.
"Secretary" shall mean the Secretary of the United States Department of Health and Human Services.
"Security Incident" shall have the same meaning as the term "security incident" as set forth in 45 C.F.R.
§164.304.
"Unsecured Protected Health Information" shall mean PHI that is not rendered unusable,unreadable, or
indecipherable to unauthorized individuals through the use of a technology or methodology specified by the
Secretary in the guidance issued under Section 13402(h)(2)of ARRA.
02/27/2017
29
Client Name: City of Miami Beach
Administrative Services Only Agreement
Proposal Documents
03/01/2017
30