Addendum_1_City_of_Sarasota_2025.01.01_ASA_-_signed.pdf

ADMINISTRATIVE SERVICES

AGREEMENT

For

THE CITY OF SARASOTA

Administered by:

Blue Cross and Blue Shield of Florida, Inc.*

*An Independent Licensee of the Blue Cross and Blue Shield Association

ADMINISTRATIVE SERVICES AGREEMENT

between

THE CITY OF SARASOTA

and

BLUE CROSS and BLUE SHIELD of FLORIDA, Inc.

This Administrative Services Agreement is entered into by and between Blue Cross and Blue Shield of Florida, Inc., a Florida corporation having its principal place of business at 4800 Deerwood Campus Parkway, Jacksonville, Florida 32246 ("BCBSF") and The City of Sarasota at 1565 1st Street, Sarasota, Florida 32436 ("Employer") on behalf of itself and its Group Health Plan(s).

WHEREAS, the Employer has established and currently sponsors a self-funded employee welfare benefit plan, to provide certain benefits (attached hereto as Exhibit A and hereinafter referred to as the "Plan or Plan of Benefits"), as defined by the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq., as amended ("ERISA"); and

WHEREAS, the Employer is or has designated a Plan Administrator, as this term is defined in ERISA, to administer the Plan in accordance with the requirements of ERISA. The Plan Administrator and the Employer may be the same; however, the Plan Administrator shall not be BCBSF; and

WHEREAS, the Employer, on behalf of itself and the Plan Administrator, has requested that BCBSF furnish services as defined in this Agreement.

WHEREAS, it is the purpose of this Agreement to establish an agency relationship whereby BCBSF will undertake to act as an agent for the Employer in (1) receiving and processing claims for benefits under the Plan, (2) disbursing claim payments under the Plan, and (3) performing such additional duties as set forth herein.

WHEREAS, it is understood and agreed that BCBSF may contract with other entities to perform certain functions and/or services in the administration of this Agreement, including, but not limited to contracting with Blue Cross and Blue Shield of South Carolina ("BCBSSC") to perform a function and/or service in the administration of this Agreement, and, as BCBSF's "Designated Agent" for the purposes of this Agreement, BCBSSC is authorized to receive payment directly from Employer.

NOW, THEREFORE, in consideration of the mutual agreements and conditions contained herein, the parties, intending to be legally bound hereby, agree as follows.

Article I: Definitions

1.01 "Access Fee" means the fee charged by a Host Plan for use of a Host Plan's network of providers. The amount of the Access Fee is listed on the Exhibit 8.

1.02 11Accountable Care Organization" and 11ACO" means a group of healthcare providers who agree to deliver coordinated care and meet performance benchmarks for quality and affordability in order to manage the total cost of care for their Member populations.

1.03 11Administrative Fee(s)" means the amounts Employer will pay BCBSF as compensation for administering the Plan of Benefits and any other obligations undertaken by BCBSF in this Agreement. For clarity, Administrative Fees includes the base administrative fee and the administrative fee for any additional services.

1.04 11Agents" means advisors, affiliates, agents, assigns, attorneys, employees, directors, and/or officers of the respective parties, and in the case of BCBSF and its Designated Agent and their subcontractors (collectively, "Agents").

1.05 "Agreement" means this Administrative Services Agreement, including its Exhibits, the Benefit Detail Report, Plan of Benefits, Schedule of Benefits, and all amendments or addenda, (and any schedules to such documents).

1.06 "Allowed Amount" and "Allowable Charge" means the amount BCBSF or a Licensee of the Blue Cross and Blue Shield Association ("BCBSA") agrees to pay a providers as payment in full for a service. Additionally:

(a) The Allowed Amount shall not exceed the maximum payment (as set forth in the Plan of Benefits), unless otherwise required by Applicable Law;

(b) The Allowed Amount for Emergency Services (including air ambulance services), as defined under the federal No Surprises Act (11NSA") provided by non-participating or non-contracting providers, as well as non-Emergency Services provided by non-participating or non contracting providers at Participating or contracting Hospitals, Hospital outpatient departments, critical access hospitals, or ambulatory surgical centers, will pay in accordance with Applicable Law; and,

(c) In addition to the Member's liability for applicable deductibles, copayments and/or coinsurance under the Group Health Plan, the Member may be balance billed by the non-participating or non contracting providers for any difference between the Allowed Amount and the Billed Amount, except where prohibited by Applicable Law.

(d) For covered items and services provided by non-participating or non contracting providers described in Section 1.03((b)), the Allowed Amount will be the Recognized Amount (less any applicable deductible, copayment and/or coinsurance under the Group Health Plan). For claims covered under the No Surprises Act (NSA), if the non participating or non-contracting providers disputes such Allowed Amount and initiates a 30-day open negotiation and/or independent dispute resolution ("IDR") process in accordance with applicable federal law, BCBSF will have the exclusive discretion and authority to administer such processes on behalf of the Group Health Plan, including but not limited to negotiating and agreeing with the non-participating or non-contracting providers upon a revised Allowed Amount for the claim(s) that BCBSF, in its sole discretion, believes to be appropriate under the circumstances, and administering the IDR process as necessary and appropriate, where applicable. BCBSF will have no obligation to inform, confer with, or obtain the consent of Employer in negotiating with the non-participating or non-contracting providers, agreeing upon a revised Allowed Amount, or administering the open negotiation and/or IDR process in any way, in accordance with this paragraph. For the avoidance of doubt, the Employer's indemnity obligations of this Agreement the Agreement apply to any Damages, including a reasonable attorneys' fee (for attorneys chosen by BCBSF), resulting from, arising out of, based on, or in connection with, any claim relating to the administration or result of any such negotiation or IDR process.

(e) Notwithstanding anything herein to the contrary, the Member's liability for deductibles, copayments and/or coinsurance under the Group Health Plan for covered items and services provided by non-participating or non-contracting providers described in this Section 1.06 will be calculated as if the item or service was furnished by a participating or contracting providers, and based on the Recognized Amount, which may differ from the Allowed Amount.

1.07 "Applicable Law" means HIPAA, HITECH, Affordable Care Act, Patriot Act, including as to each regulations promulgated thereunder, state tax, insurance, and domestic privacy regulations, and any other applicable federal and state laws and regulations, local regulations and executive orders to the extent they apply or relate to any Services, as in effect now or any time during the Term of this Agreement.

1.08 "Association" and "BCBSA" means the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans.

1.09 "BCBSF" means Blue Cross and Blue Shield of Florida. For purposes of indemnification, the term BCBSF shall include BCBSF's directors, officers and employees.

1.1 0 "Benefit Detail Report" means the document (in electronic or hardcopy form) maintained by BCBSF which reflects the benefits selected by Employer and submitted to BCBSF which outlines the benefits to be offered under the Group Health Plan. BCBSF will administer the Plan of Benefits in accordance with the terms of the Benefit Detail Report.

1.11 "Billed Amount" means the amount charged by a provider for a particular service.

1.12 "Blinding" means the process of removing or masking data in a manner that it cannot be re-populated by the recipient.

1.13 "BlueCard® Program" means the program established by BCBSA to allow for the payment of a Member's claim by a local/host Blue Cross and/or Blue Shield Licensee when the Member is outside of such Member's Blue Cross and Blue Shield Plan's service area.

1.14 "Blue Information" means, as used in this Agreement, any non-public information that includes strategic and/or competitively sensitive information including, but not limited to, the Association or Licensee trade secrets, policies, procedures, data or processes.

1.15 "Claims Amount" means the amount paid (or payable) for Members' claims (including fees such as Access Fees and amounts paid as part of a VBP or in settlement of claims or in satisfaction of a judgment).

1.16 "COBRA" means those provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, P.L. 99-272, as amended, which require certain Employers to offer continuation of health care coverage to Employees and Dependents of Employees who would otherwise lose coverage due to a COBRA qualifying event.

1.17 "Comingling" means the combination of data sets from multiple sources, including, but not limited to, the combination of Inter-Plan Data and/or Association data with non-Inter-Plan Data and/or non-Association data.

Logical or physical separation will not be considered comingling of data sets.

1.18 "Confidential Information" of a party means all non-public information marked "confidential" or "proprietary" or that otherwise would be understood by a reasonable person to be confidential, including specifically Trade Secrets (as defined below), provided by a party or on such party's behalf to the other party or its Agents.

Notwithstanding the foregoing, a party may disclose the following categories of information or any combination thereof: (i) information which is or becomes publicly available other than as a result of a violation of this Agreement; (ii) information which is or becomes available on a non confidential basis from a source which is not known to receiving party to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to disclosing party; (iii) information which receiving party can demonstrate was legally in its possession prior to disclosure by disclosing party; or (iv) information which is developed by or for receiving party independently of disclosing party's Confidential Information.

1.20 "Deposit" means the cash amount (if any) paid by Employer that shall be used by Designated Agent for the payment of claims, fees, and other charges if Employer fails to timely pay any amounts required under this Agreement.

1.21 "Designated Agent" means the third-party vendor, Blue Cross and Blue Shield of South Carolina ("BCBSSC"), that BCBSF has contracted with to perform functions and/or services in the administration of this Agreement.

1.22 "Effective Date" means 12:01 a.m. EST on the date listed in BCBSF begins to provide Services under this Agreement. The Effective Date is listed in Exhibit B.

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1.23 "Employer" means the entity contracting with BCBSF and identified in the preamble that has established a Group Health Plan for its eligible Employees and their Dependents. Employer is the Plan Administrator and Plan Sponsor of the Group Health Plan. Employer is identified on the cover page of this Agreement. For purposes of indemnification, the term Employer shall include Employer's directors, officers and Employees.

1.24 "ERISA" means the Employee Retirement Income Security Act of 1974 and related regulations, as amended.

1.25 "Global Payment" or "Total Cost of Care" means a payment methodology that is defined at the patient level and accounts for either all patient care or for a specific group of services delivered to the patient such as outpatient, physician, ancillary, hospital services and prescription drugs.

1.26 "Group Health Plan" means the employee welfare benefit plan that provides certain medical benefits to its Members currently sponsors a self-funded employee welfare benefit plan, to provide certain benefits for its Members as defined by the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq., as amended ("ERISA").

1.27 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended.

1.28 "Host Blue" means the Association's Licensee that provides services in locations that are not served by BCBSF.

1.29 "Inter-Plan Data" means information that relates to:

(a) Another Licensee;

(b) Another Licensee's Member(s); or,

(c) Activity of a Licensee's Member(s) in another Licensee's Service Area.

1.30 "Letter of Credit" means the letter of credit (in such form as is reasonably acceptable to BCBSF) that Employer, if required by BCBSF as a condition of this Agreement, obtains from a financial institution reasonably acceptable to BCBSF and that evidences a commitment by the financial institution of funds payable to BCBSF upon demand (without any further or additional action or authorization by Employer).

1.31 "Licensee" means a Blue Cross and/or Blue Shield Plan or other entity that holds a license to use the brands owned by the Association.

1.32 "Marks" means a party's own name, logos trade names, commercial symbols, trademarks, and service marks, whether presently existing or later established.

1.33 "Member" means Employer's Employees or Employees' Dependents who Employer determines are eligible to participate in the Group Health Plan, who have elected to participate in the Group Health Plan, and who are entitled to receive benefits under a product issued or administered by a Licensee.

1.34 "MEWA" means a Multiple Employer Welfare Arrangement, as defined under 29 U.S.C § 1002.

1.35 "National Account" means an entity with employee and/or retiree locations in more than one Licensee's Service Area.

1.36 "Negotiated Arrangement" or "Negotiated National Account Arrangement" means an agreement negotiated between a Control/Home Licensee and one or more Par/Host Licensees for any National Account that is not delivered through the BlueCard Program.

1.37 "Network Savings" means the total of the amount computed by subtracting the Allowed Amount from the Billed Amount. In no event shall the term "Network Savings" include duplicate charges or Billed Amounts for services or supplies that are not Covered Items or Services under the Plan of Benefits.

1.38 "Patient-Centered Medical Home" and "PCMH" means a model of care in which each patient has an ongoing relationship with a primary care physician who coordinates a team to take collective responsibility for patient care and, when appropriate, arranges for care with other qualified physicians.

1.39 "PPACA" means the Patient Protection Affordable Care Act of 2010, as amended.

1 .40 "Plan of Benefits" means the attached document, attached hereto as Exhibit A, which reflects the benefits offered under the Group Health Plan based on the Benefit Detail Report. The Plan of Benefits includes the Schedule of Benefits. Employer agrees that the Plan of Benefits will, at a minimum, be incorporated as a part of the Employer's Group Health Plan.

1.41 "Professional Employer Organization" and "PEO" means a business organization that as its main business outsources its employees to other businesses on a full-time basis.

1.42 "Protected Health Information" and "PHI" have the same meaning as the term "Protected Health Information" in 45 C.F .R. § 160.103, limited to the information created or received by BCBSF from or on behalf of Employer or another Business Associate of Employer.

1.43 "Provider Incentive" means an additional amount of compensation paid to a healthcare provider by a Blue Cross and/or Blue Shield Plan, based on the provider's compliance with agreed-upon procedural and/or outcome measures for a particular population of covered persons.

1.44 "Purpose" means the purpose for which the Blue Information and/or Inter Plan data is disclosed to Employer pursuant to this Agreement.

1.45 "Recognized Amount" means, in accordance with federal law, the lesser of the non-participating or non-contracting provider's Billed Amount or BCBSF's median contracted rate for participating or contracting providers for the same or similar item or service furnished in the same or similar

Page 8 of69 specialty in the same geographic region; provided that, except in connection with air ambulance services, if there is a recognized amount specified for this purpose under an applicable All-Payer Model Agreement under Section 1115A of the Social Security Act, or if not, under applicable state law, then such amount, as applicable, will instead serve as the Recognized Amount.

1.46 "Retention Services" means those Services provided by BCBSF to Employer following termination or expiration of this Agreement during the period and for the fee set forth in the Exhibit B or as agreed to by BCBSF at the time of termination.

1.47 "Service Area" means the geographic area in which a Licensee is authorized to use the Association-owned brands.

1.48 "Services" means the services listed in Article Ill Responsibilities of BCBSF in this Agreement that are provided to Employer by BCBSF.

1.49 "Shared Savings" means a payment mechanism in which the provider and payer share cost savings achieved against a target cost budget based upon agreed upon terms and may include downside risk.

1.50 "Stop-Loss Insurance" means the insurance procured by Employer (if applicable) that insures Employer against claims made in excess of certain amounts. If Stop-Loss Insurance is provided by BCBSF or a BCBSF affiliate, then the charge for Stop-Loss Insurance is listed on the Exhibit B.

1.51 "Trade Secrets" means information that is competitively sensitive information which is advantageous to BCBSF in the marketplace and BCBSF considers such information to be a trade secret protected from public disclosure, including protection from disclosure in any meeting which is subject to Florida's Government in the Sunshine Law Section 286.011, Florida Statutes.

1.52 "Value-Based Program" and "VBP" means a healthcare delivery model such as a patient-centered medical PCMH, ACO, capitation arrangements or episode-based arrangements aimed at improving patient health quality and outcomes with respect to certain diseases and/or conditions. These services are facilitated with one or more local providers that is evaluated against cost and quality metrics/factors and is reflected in providers payment. The VBP is described further in this Agreement and the Plan of Benefits.

Article II: Responsibilities of the Employer

A. The Employer shall have the obligation to furnish any information required necessary for BCBSF and/or its Designated Agent to perform its obligations under this Agreement.

Additionally, the Employer shall provide BCBSF, in a format reasonably acceptable to BCBSF, the Member's information. Such information will include, but is not limited to, Member's social security numbers in order to comply with Medicare Secondary payor provisions of federal law and sufficient information

Page 9 of69 regarding claims incurred under the Plan before Effective Date to allow BCBSF to determine the liability of the Group Health Plan, if any, for related claims filed thereafter (i.e., applicable deductibles}. Employer will notify BCBSF as soon as possible of a change of a Member's eligibility information (eg. employment status or a change in coverage}. It is the Employer's responsibility to ensure any retroactive Member termination forwarded to BCBSF is in compliance with federal law, specifically, that such termination was due to either a Member's: (i} fraudulent act, practice or omission; (ii} intentional misrepresentation of material fact, or (iii} failure to timely pay required premiums or contributions towards the cost of coverage. The Employer is solely responsible for providing to the Member any notice related to retroactive terminations or rescissions that are required by law. In the event of retroactive termination of Members, BCBSF shall not be responsible for denials of claims under Employer's Stop Loss Insurance. If Stop-Loss Insurance is not provided by BCBSF or a BCBSF affiliate. Employer will provide BCBSF with a copy of the Stop-Loss Insurance policy. Employer will notify BCBSF as soon as possible of any change related to Stop-Loss Insurance. Employer is responsible for all eligibility determinations related to Stop Loss Insurance. Employer shall provide information necessary for BCBSF to process claims and provide all information to the Stop-Loss carrier in order for the Stop-Loss carrier to make a determination on the claims submitted.

B. BCBSF and/or their Designated Agent's performance of the services will require prompt discharge by the Employer of such obligation. Therefore, BCBSF shall not be considered to have failed to perform obligations under this Agreement if any delay or non-performance is due, in whole or in part, to the Employer's failure to promptly discharge such obligations.

C. The Employer shall fund the Group Health Plan and have sole and exclusive financial responsibility with respect to all claims under the Group Health Plan and Plan of Benefits in accordance with its terms and as provided in Exhibit B.

D. Employer is solely responsible for: (i} the Group Health Plan's compliance with the Employee Retirement Income Security Act of 1974 and all other applicable federal and state laws and regulations, including amending the Group Health Plan documents as necessary to comply with Applicable Law changes; and (ii} determining the legal and tax status of the Group Health Plan.

E. Employer further acknowledges that BCBSF is not providing tax, legal advice, or determines the legal and tax status of the Group Health Plan

F. Employer retains full and final authority, responsibility, and liability for the Group Health Plan and its operation, and BCBSF is only authorized to act on behalf of Employer as expressly stated in this Agreement or the Plan of Benefits, including that BCBSF may conduct outbound calling campaigns as part of its regular administrative activities pursuant to this Agreement or as may be mutually agreed to in writing by BCBSF and Employer.

G. Employer represents and warrants it is not a Multiple Employer Welfare Arrangement (MEWA}.

H. Confidential and Trade Secret Information.

BCBSF maintains proprietary and confidential information and competitively sensitive trade secret information, which information may be disclosed to Employer for the purposes of analyzing such information in conjunction with the services performed under the Agreement. Employer agrees to hold such confidential and/or trade secret information in confidence and only disclose such information to employees of Employer who have a need to know such information; provided however that such employees of Employer agree to maintain the confidentiality of the confidential and/or trade secret information and take all steps necessary to safeguard the confidential and/or trade secret information against unauthorized access, use, and disclosure to at least the extent Employer maintains the confidentiality of its most proprietary and confidential information.

Employer shall not disclose such confidential and/or trade secret information to any third party without the express written permission of BCBSF. If BCBSF, in its sole discretion, approves release of confidential and/or trade secret information to a third party, the third party and Employer will be required to execute a Confidentiality & Indemnity Agreement, in a form specified by BCBSF, prior to the release of the confidential information and/or trade secret information to the third party.

Employer may not Comingle Inter-Plan Data to the extent otherwise permitted in this Agreement, provided that, to the extent Employer comingles the Inter Plan Data with data from other Licensees or non-Licensee group accounts or individual Members, the data must be de-coupled and returned or destroyed upon termination of this Agreement.

Although Employer may Blind Blue Information and/or Inter-Plan Data and/or prepare reports containing Blue Information and/or Inter-Plan Data, Employer may not alter Blue Information or Inter-Plan Data in any manner. Employer may not Comingle Inter-Plan Data to the extent otherwise permitted in this Agreement, provided that, to the extent Employer Comingles the Inter-Plan Data with data from other Licensees or non-Licensee group accounts or individual Members, the data must be de-coupled and returned or destroyed upon termination of this Agreement. Inter-Plan Data is information that relates to another Licensee, another Licensees' Members, activity of another Licensee's Members.

The parties agree that each will keep the other party's Confidential Information confidential and will only use the disclosing party's Confidential Information for purposes contemplated under this Agreement; provided, however, that BCBSF may use Employer's Confidential Information in the ordinary course of its business as long as it maintains the confidentiality of such information.

Employer's use of BCBSF's Confidential Information, Blue Information and/or Inter-Plan Data must be consistent with BCBSF's data use and display requirements. Confidential Information disclosed pursuant to this Agreement is and shall remain the disclosing party's property. If the disclosure of Confidential Information is required by any federal or state law or court order, the receiving party may only make such disclosure after notifying the disclosing party (if allowed by law) of the receiving party's intention to disclose the Confidential Information ten (10) days prior to making such disclosure. For any disclosure that is permitted by this Section other than a disclosure required by law, Employer agrees to require the receiving party to agree to terms at least as protective as those in this Section and to be liable for any violation of these terms by the receiving party. Employer is not permitted to re-sell Blue Information and/or Inter-Plan Data. When BCBSF or its vendor provides Inter Plan Data to Employer in an aggregated manner, Employer is not permitted to de-aggregate Inter-Plan Data. Employer shall limit the disclosure and redisclosure of Blue Information and/or Inter-Plan Data to the minimum amount necessary to fulfill the Purpose.

Employer agrees that under the Inter-Plan Arrangements described in Exhibit 8, Paragraph XVI, Employer, Group Health Plan and/or their authorized agents or representatives pursuant to Schedule C-2 may be provided with, or otherwise have access to Blue Information. Blue Information may include, but is not limited to, strategic and/or competitively sensitive information, trade secrets, policies, procedures, data (including claims data) and processes. To the extent that Employer, Group Health Plan and/or their authorized agents or representatives maintain such information, Employer shall comply, and shall cause Group Health Plan and any authorized agents or representatives of Employer and/or Group Health Plan to comply, with the following requirements:

(1) Blue Information must be used and/or disclosed in a manner that reasonably protects and safeguards the confidentiality and security of this information;

(2) Use of the Blue Information is strictly for the purpose for which it was disclosed;

(3) Any selling, de-aggregation or comingling of the Host Blue Confidential Information is strictly prohibited;

(4) Any disclosure of the Blue Information shall be to the minimum necessary to fulfill the purpose for which it was disclosed; and

(5) Any receiving party of the Blue Information must return or securely destroy this information upon conclusion of the purpose for which it was disclosed; if the return or destruction is not feasible, then the receiving party must maintain the confidentiality and security of this information in accordance with the requirements above.

(6) Employer agrees that BCBSF may audit any receiving party of the Blue Information relative to the use and/or disclosure of this information in order to ensure compliance with this Section.

Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted as prohibiting any provision, access, use, or disclosure of information to the extent required by Applicable Law.

I. Summary of Benefits and Coverage (SBC): Employer agrees:

(1) To promptly provide to BCBSF the information necessary to complete the SBC;

(2) There is an understanding and agreement that Employer's failure to provide information in a timely manner may substantially delay and/or jeopardize the timely delivery of the SBC;

(3) To distribute the SBC as required under the PPACA to Members;

(4) Employer shall review the SBC and revise or supplement as required prior to distribution;

(5) That the hard-copy SBC on file with BCBSF shall control in the event of any discrepancy;

(6) Employer remains solely responsible for the content of the SBC and all other legal requirements related to the SBC; and,

(7) That if Employer contracts with a third party to accomplish any of the requirements in this Article 11, Employer shall remain liable for above actions.

J. Taxes and Fees: With respect to any fees and taxes imposed on Employer under PPACA (including, but not limited to, the Reinsurance Fee and the Patient Centered Outcomes Research Trust Fund Fee), calculation and payment of such fees and taxes to the applicable agency shall be the sole responsibility of Employer and will not be separately calculated by BCBSF, paid by BCBSF on behalf of Employer or otherwise collected by BCBSF.

K. BlueCard Disclosure Provision: Employer acknowledges that Exhibit B, specifies additional/alternative provisions that apply to Employer with respect to claims that are processed under the BlueCard Program. Employer further acknowledges that BCBSF is required by the Association to disseminate to Employer, BlueCard Disclosure language, which BlueCard Disclosure language is included in Exhibit B and included in the Plan of Benefits. Employer hereby agrees to include the required BlueCard Disclosure language, in its entirety, in Employer's Summary Plan Description (SPD) delivered to Members, so that Members are made aware of the additional/alternative provisions that apply with respect to claims that are processed under the BlueCard Program. Employer may also incorporate the BlueCard Disclosure language in another document, other than the SPD provided that such other document is provided to Members ..

Article Ill: Responsibilities of BCBSF

A. BCBSF agrees to provide, either directly or indirectly, including through its Designated Agent, the following Services to the Employer for administration of the Plan:

(1) Claim Payments and Claim Control: While the Agreement is in effect, all claims for benefits under the Plan for which proof of claim is furnished, in form satisfactory to the BCBSF, shall be accepted for processing and payment or denial, as hereinafter provided. Claim Services will be furnished in connection with the Plan as to those classes of persons as agreed to by BCBSF and the Employer.

(2) Claim Processing: Contingent upon Employer's fulfillment of all its obligations under this Agreement required for BCBSF to begin processing the claims, BCBSF will, process claims incurred and timely submitted on or after the Effective Date (see Exhibit 8). A claim is "incurred" on the date the service or supply, giving rise to such claim, is rendered or furnished. A claim is deemed "paid" on the date the claim payment is issued. Claims will be paid in accordance with information supplied by Employer and received by BCBSF. BCBSF shall be entitled to rely upon information supplied by Employer.

Employer acknowledges that BCBSF's Designated Agent may have incentive-based agreements with providers located in the State of South Carolina related to compensation for services provided as a part of a Value-Based Program. Pursuant to such compensation arrangements, the provider may be subject to performance or risk-based compensation including, but not limited to, withholds, bonuses, incentive payments, provider credits and Member management fees. The Provider Incentive amount may be translated and passed to the Employer as part of the claims amount invoiced to the Employer. Often the compensation amount is determined after the medical service has been performed and after Employer has been invoiced. Providers Incentives may include payment for services not otherwise covered under the Plan of Benefits. For Value-Based Programs in other Blue Cross and/or Blue Shield Licensees Service Areas see the "Inter-Plan Programs" in Exhibit 8.

(3) Timing of submission of claims: If BCBSF or its Designated Agent determines that benefits are payable, but the provider does not participate in the participating or contracting provider network, BCBSF or its Designated Agent may (in BCBSF's or its Designated Agent's sole discretion, or as required by law) make payment to the Member or to the provider. No one may assign a Member's right to the payment of benefits without BCBSF's or its Designated Agent's express written consent. Claims will be processed in the order received by BCBSF and will not be reprocessed due to out of sequence dates of services. Claims will be processed in the timeframes set forth in the Plan of Benefits without regard to Stop-Loss Insurance. Employer retains the sole discretion to determine whether a claim was timely submitted or whether the timely submission of a claim was reasonably possible. Claims will be paid in accordance with information supplied by Employer and received by BCBSF. BCBSF shall be entitled to rely upon information supplied by Employer. BCBSF shall not pay any claim if this Agreement has terminated except for the term that BCBSF is providing Retention Services; or the Employer has directed BCBSF to withhold payment.

(4) Plan of Benefits: Based on the Plan of Benefits express terms or Employer's written authorization and subject to the terms of this Agreement, BCBSF shall determine the extent of the benefits (if any) to which any Member is entitled.

a. BCBSF shall prepare and deliver to the Employer, for the distribution to persons who are participating or eligible to participate in the Group Health Plan, the Plan of Benefits which will describe the benefits and such other conditions of the Group Health Plan as are agreed to by BCBSF and the Employer.

b. The Plan of Benefits which is not the SPD as defined by Applicable Law, and which describes the terms and benefits to be provided to Members. The Plan of Benefits include the Schedule of Benefits and all endorsements, amendments, riders or addenda and Employer agrees that the Plan of Benefits will at a minimum be incorporated as part of the Group Health Plan

c. BCBSF reserves the right to charge a fee for substantial revisions or amendments to the Plan of Benefits which Employer requests after Employer has received the original documents.

d. The SPD is a document, as required by ERISA, which is prepared by the Employer, Plan Administrator, or their designee, and which, among other things, describes the eligibility requirements for participation in the Group Health Plan, the benefits to be administered by BCBSF, identification of fiduciaries, and information on Members' rights. The preparation and distribution of the SPD remain solely the responsibility of the Employer.

e. Employer is responsible for: (i) reviewing the Plan of Benefits, (ii) determining whether the Plan of Benefits meets all of Employer's legal and business obligations (and advising BCBSF of any necessary revisions) and (iii) distributing the Plan of Benefits to Members.

f. In the event that Employer determines that BCBSF has misinterpreted the Plan of Benefits and so informs BCBSF in writing, unless notified otherwise by BCBSF, BCBSF shall begin processing and paying claims in accordance with Employer's corrected interpretation as set forth in such writing, to the extent practicable, within thirty (30) days after receipt of such notice or as soon thereafter as reasonably possible. BCBSF shall not reprocess claims submitted prior to Employer's notification and shall have no liability to Employer or Member for such claims.

g. Notwithstanding any determination made by Employer under this Section 11, BCBSF shall have no liability to a Member or Employer (and Employer shall indemnify BCBSF against any such liability pursuant to Section V for withholding payments as directed by Employer, for alleged or actual misinterpretations of the Plan of Benefits or for claims that were denied prior to Employer's determination and written notification to BCBSF.

(5) Recovery of Claims Amounts: In the event of retroactive addition or termination of Members, BCBSF shall not be responsible for denials of claims under Employer's stop Loss insurance. BCBSF will not be responsible for collection of claims amounts paid to providers or Members prior to notification of a Member's termination. Any such recovered amount shall be credited to the Employer except as otherwise set forth in Exhibit B. The Employer shall hold BCBSF and the Designated Agent harmless for any such payment not recovered.

(6) Benefit Determination: The determination of the extent of the benefit to which any claimant is entitled under the Plan of Benefits shall initially rest with BCBSF. BCBSF shall have no liability for alleged misinterpretations of the Plan of Benefits. In the event of a conflict between the Benefit Detail Report and the Plan of Benefits, the Benefit Detail Report shall control.

(7) Determination of Eligibility: every Member designated by the Employer to BCBSF shall be eligible for coverage.

(8) Enrollment: BCBSF will enroll and maintain enrollment for Members.

Benefits will be paid pursuant to records supplied by Employer.

(9) Recovery Services:

a. Except as specified in Article Ill (A)(S), if BCBSF becomes aware of a potential recovery made under the Plan of Benefits, BCBSF or its Designated Agent may use its standard recovery processes and procedures to identify and attempt to recover any such amount(s).

These standard recovery services are included in the Administrative Fee listed in Exhibit B. Notwithstanding the foregoing, in the event a recovery is made by a Host Plan, such Host Plan may charge a fee for its recovery services and any such fee shall be reflected on the Employer's invoice

b. Except as specified in Article Ill (A)(S), BCBSF or its Designated Agent, in its sole discretion, shall settle and resolve any recoveries pursued under this Article Ill (A)(9b) on any basis it determines is reasonable including through offset against any amounts owed by Designated Agent to a Member, provider or Employer as applicable (provided that BCBSF or its Designated Agent may only pursue litigation in accordance with Article Ill (A)(9b) including payment of less than the entire amount.

c. Notwithstanding the foregoing, BCBSF is not required to initiate court proceedings to comply with Article Ill (A)(9a and 9b). However, if BCBSF determines that litigation is necessary to recover the amount at issue, BCBSF or its Designated Agent will notify Employer, and Employer will be solely responsible for the decision to pursue litigation and funding all litigation costs and expenses, including attorney's fees.

d. In addition to the standard recovery services provided pursuant to Article Ill (A). BCBSF or its Designated Agent offers additional recovery service options for additional fees. If Employer selects an option, the Enhanced Recovery Fee will be specified in the Exhibit B.

e. Any coordination of benefits refunds or third-party liability amounts received or recovered by Employer or Group Health Plan (including any amounts received as a result of any subrogation action by Employer or by BCBSF on behalf of the Group Health Plan) shall be used to reimburse BCBSF for any amount that it may have paid or become liable to pay Employer under the Stop-Loss Insurance.

Thereafter, any· remaining coordination of Benefits refunds or third party liability amounts will be credited to Employer.

(10) Coordination of Benefits: Except for the standard processes that BCBSF has in place for questioning Members regarding other health coverage (which may be subject to change from time to time, but which currently includes sending out a questionnaire to the Member when BCBSF deems appropriate), BCBSF shall not be required to determine the existence of any other employee welfare benefit plan or amount of benefits payable under any such other employee welfare benefit plan.

The payment of Benefits will only be affected by the benefits that would be payable under any other employee welfare benefit plan and only to the extent that BCBSF receives written information relative to such other employee welfare benefit plans.

(11) Account Management: BCBSF shall provide account management services including account transition, implementation and the relationship management and issue resolution for the Employer and its designated consulting firm.

(12) Customer Service: BCBSF shall provide customer service administration including providing a toll-free telephone line.

(13) Identification Cards ("ID cards"): BCBSF shall provide standard ID cards to persons participating under the Group Health Plan. At Employer's expense, Employer may (within guidelines) personalize the standard cards furnished by BCBSF. BCBSF reserves the right to charge for reissuing identification cards as a result of an independent action caused by Employer. At Employer's request, BCBSF will mail cards directly to Members.

(14) Web Portal: BCBSF shall provide maintenance of a Web site providing Plan information for employees and their dependents including information on providers participating in the preferred provider organization networks.

(15) Consultation Services: BCBSF will provide consultation services to Employer specific to benefit plan development and overall Plan administration.

(16) Reporting:

a. Upon request of the Employer and receipt of any required information, BCBSF will prepare a report of the cost of any proposed modification or extension of the Employer's Plan. In connection therewith, BCBSF will notify the Employer of any changes in Exhibit B under this Agreement which would be required if the Plan under the Agreement were so modified or extended.

b. Upon request of the Employer, BCBSF will prepare the following standard reports:

i. An analysis of Benefit costs for the immediately preceding term of the Agreement,

ii. Annual data required for federal disclosure reporting.

iii. Each of BCBSF's "standard" quarterly reports that Employer requests.

c. Additional reports may be available upon Employer's reasonable request for an additional fee and Employer shall reimburse BCBSF for any and all costs (including internal and out of pocket costs) incurred by BCBSF in providing any non-standard data and reports not expressly included under Article Ill.

(17) Payment of Benefits - If BCBSF or its Designated Agent determines that benefits are payable, but the provider does not participate in the participating or contracting provider network, BCBSF or its Designated Agent may (in BCBSF's or its Designated Agent's sole discretion, or as required by law) make payment to the Member or to the provider. No one may assign a Member's right to the payment of benefits without BCBSF's or its Designated Agent's express written consent.

(18) Consolidated Appropriations Act (CAA) Rx Reporting Requirements - On an annual basis, BCBSF will submit prescription drug and health care spending (RxDC) reports required under the CAA on behalf of Employer, at no cost, for reportable items and services administered by BCBSF. Employer must notify BCBSF in writing, by no later than 30 days from the initial group outreach following the reference year at issue if and to the extent that Employer contracts with or otherwise utilizes a third party to complete such reporting. If Employer provides, or arranges for a third party to provide, BCBSF with data for items and services that are not administered by BCBSF (such as pharmacy data for coverage that is administered or insured by a third-party pharmacy benefits manager), and requests that BCBSF include such data in its reporting for Employer, Employer shall be solely liable for the accuracy and completeness of such data.

For RxDC reports required under the CAA, by no later than 30 days from the initial group outreach following the reference year at issue Employer will supply BCBSF with any claims costs, premiums (including for any stop-loss coverage) , or fees from other vendors for any coverage to be reported by BCBSF. Alternatively, Employer may supply BCBSF, by no later than 30 days from the initial group outreach following the reference year at issue, with the COBRA applicable premium amount (less the 2% administrative fee, if applicable) for the coverage to be reported by BCBSF. Employer also must include, in the information supplied to BCBSF pursuant to this paragraph, the average monthly premium (or premium equivalent) amount that Employer paid or will pay toward the coverage on behalf of members (including dependents) for the reference year.

(19) Transparency in Coverage / Cost Comparison Tool & Machine Readable Files - BCBSF will produce the Cost Comparison Tool required by 45 CFR 147.211 (b) and make it available to members on the member website after a member logs into their account. BCBSF will produce the data and generate the machine-readable files required by 45 CFR 147.212(b)(1 )(i) in-network negotiated rate machine readable file, and 45 CFR 147.212(b)(1 )(ii) out-of-network allowed amount machine readable file , to the extent that BCBSF processes this data on behalf of the group, and will publish this information on its website. The Employer may link to this data at https://www.floridablue.com/members/tools resources/transparency/machine-readable-files.

(20) Gag Clause Attestation - A Gag Clause Proh ibition Compliance Attestation (GCPCA) is an attestation of compliance with Internal Revenue Code (Code) section 9824, Employee Retirement Income Security Act (ERISA) section 724, and Public Health Service (PHS) Act section 2799A-9, as added by section 201 of Title II (Transparency) of Division BB of the CAA, as applicable.

On an annual basis, BCBSF will perform group outreach to obtain confirmation that BCBSF should complete requ ired Gag Clause Prohibition Compliance Attestation (GCPCA) required under the CAA on behalf of Employer, at no cost, to the extent that BCBSF manages the network of providers for medical services, behavioral health services, and / or Pharmacy Benefit Manager (PBM) services on behalf of the Employer during the time period for which the attestation is applicable.

Employer must notify BCBSF in writing, by no later than 30 days from the initial group outreach if and to the extent that Employer contracts with or otherwise utilizes a third party to complete such attestation . If Employer provides, or arranges for a third party to provide, BCBSF with confirmation of compliance with GCPCA requirements for items and services that are not administered by BCBSF (such as pharmacy network items and services that are administered or insured by a third party pharmacy benefits manager). and requests that BCBSF include such confirmation of compliance in its attestation for Employer, Employer shall be solely liable for the accuracy and completeness of such attestation.

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(21) BCBSF will produce the data and perform the Gag Clause Attestation to the extent that BCBSF manages the network of providers for medical services, behavioral health services, and / or Pharmacy Benefit Manager (PBM) services on behalf of the Employer during the time period for which the attestation is applicable.

(22) Records: BCBSF shall maintain, and shall cause its Designated Agent to maintain, such records as are needed to perform the services set forth in this Agreement.

(23) Information: BCBSF shall be entitled to rely on any information provided to it by Employer; shall base certain eligibility, coverage, and other determinations in the performance of its responsibilities under this Agreement in reliance on the information so provided; and shall not be required to confirm or verify the accuracy, authenticity or completeness of any information so provided. BCBSF's only obligation hereunder shall be to utilize such information in performing its responsibilities under this Agreement.

(24) Third Party Liability

(Subrogation/Reimbursement/Workers' Compensation / Class Action and Other Group Litigation):

a. Subrogation/Reimbursement/Workers' Compensation

If BCBSF or its Designated Agent becomes aware of a subrogation, reimbursement, or workers' compensation claim (hereinafter collectively referred to as "subrogation"), BCBSF or its Designated Agent shall use its standard processes and procedures to attempt to recover the subrogation claim. BCBSF or its Designated Agent shall charge an additional fee based on a percentage of the subrogation amount recovered (hereinafter the "Subrogation Fee"). The Subrogation Fee is listed on Exhibit B and is not included in the Administrative Charge, or any other fee described herein. BCBSF or its Designated Agent, in its sole discretion, shall settle and resolve all such claims on any basis it determines as reasonable, including collection of less than the entire amount of such claim and contributions to the Member's attorney's fees. BCBSF or its Designated Agent is not required to initiate court proceedings to comply with this Article Ill (27).