AGREEMENT

FOR

BENEFIT ADMINISTRATIVE SERVICES

26-P-66TF

Between

THE COUNTY OF VOLUSIA

AND

[NAME OF COMPANY]

County of Volusia Purchasing & Contracts Division

123 West Indiana Avenue, Suite 302 DeLand, Florida 32720-4608

386-736-5935

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 2 of 28

AGREEMENT FOR BENEFIT ADMINISTRATIVE SERVICES

This Agreement for Benefit Administrative Services (hereinafter “Agreement”) is made and entered by and between [NAME OF COMPANY], which is duly authorized to conduct business in the State of Florida, and whose principal place of business is located at [Company’s address] (“Contractor”) and COUNTY OF VOLUSIA, a body corporate and politic and a subdivision of the State of Florida, with its principal administrative offices located at 123 West Indiana Avenue, DeLand, Florida 32720 (“County”).

RECITALS:

WHEREAS, the County desires to retain the services of a competent and qualified Contractor to provide benefit administrative services; and

WHEREAS, the County issued Request for Proposals 26-P-66TF (the “RFP”) seeking a qualified firm to perform benefit administrative services, and has received responses from various potential vendors; and

WHEREAS, through and in compliance with its procurement procedures, the County has determined that the Contractor is fully qualified to render the required service; and

WHEREAS, in reliance on Contractor’s response to the RFP, the County determined that the execution of this Agreement is beneficial to the people of County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and other specific consideration set forth in this Agreement, the receipt and sufficiency of which is acknowledged by Contractor and County, the parties agree and stipulate as follows:

1 DEFINITIONS

For this Agreement and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined herein and shall be applicable throughout. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement, shall have the meanings ascribed to them in eleventh edition of the Merriam-Webster Collegiate Dictionary.

1.1 Agreement: This contract for benefit administrative services includes its articles, exhibits, addenda, and attachments.

1.2 Amendment: An amendment in writing, approved by the Director of Purchasing and Contracts, and signed by the County and Contractor authorizing a modification or revision to one or more terms or conditions of this Agreement.

1.3 Benefit Administrative Services: Third Party Administration (TPA) of Medical and Dependent Care Flexible Spending Accounts, (FSA), retiree billing administration, and COBRA for Volusia County Government Employees.

1.4 Change Order: A written change or modification to this Agreement approved by the

County Project Manager and Contractor, which is signed by the County and Contractor

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 3 of 28 authorizing an addition, deletion, or revision in the Scope of Services, or an adjustment in price or time, without change to any other terms or conditions of this Agreement.

1.5 COBRA: COBRA stands for the Consolidated Omnibus Budget Reconciliation Act, which gives employees and their families who lose their Plans the right to choose to continue group benefits provided by their group health plan for limited periods of time under certain circumstances such as voluntary or involuntary job loss, reduction in the hours worked, transition between jobs, death, divorce, and other life events.

1.6 Constitutional Officers: Government offices created by the Florida Constitution, including, the Clerk of the Circuit Court of Volusia County, Volusia County Property Appraiser, Volusia Sheriff, Volusia County Supervisor of Elections, and Volusia County Tax Collector. For the purposes of this solicitation shall be all Constitutional Officers as listed in this section.

1.7 Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Agreement.

1.8 Contractor: Fill in with Company/Vendor Name

1.9 County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida) including its districts, authorities, separate units of government established by law (constitutional), ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status.

1.10 County Data: Data collected to assist with the purchase or administration of a benefit administered by the County. County Data includes, but is not limited to, member ID, date of birth, gender, zip code, relationship, employee status, type of benefit plan, and plan tier.

1.11 County Project Manager: The person designated by the County to review, approve and make decisions regarding the Scope of Services in this Agreement.

1.12 County Scheduled Pay Day: Date on which County employees receive their pay checks which is set annually by a payroll schedule. See Attachment A.2 - 2026 Payroll Schedule (note: Attachment A.2 - 2026 Payroll Schedule shall be updated by the County and provided to Contractor at the beginning of each calendar year.)

1.13 County Work Day: Established days of Monday through Friday from 8:00 a.m. to 5:00 p.m. (Eastern Standard Time) of each week, excluding County holidays, during which the County is open to conduct business.

1.14 Deliverable(s): The products or services to be provided through the Scope of

Services for this Agreement including but not limited to benefit administrative services, reports, written documentation, training, systems or processes.

1.15 Dependent Care: A Flexible Spending Account established to pay for certain expenses for the care of dependents that live with someone while that person is at work. This includes children under the age of thirteen (13), children of any age who are physically or mentally incapable of self-care, or adult day care for eligible senior http://en.wikipedia.org/wiki/Senior_citizen

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 4 of 28 citizen dependents who live with the person, such as parents or grandparents.

1.16 Documentation: Any document provided to the Contractor or from the Contractor regarding placement, administration, or management of all insurance programs on behalf of the County shall be deemed to be property of the County.

1.17 Effective Date: January 1, 2027.

1.18 Fees: The agreed upon fees or prices described in Exhibit B.

1.19 Flexible Spending Account (FSA): A type of savings account available in the United States that provides the account holder with specific tax advantages.

1.20 Grace Period: The amount of time (but no more than 2-1/2 months) following the close of the Plan year that a Participant may incur eligible expenses for reimbursement and during which the eligible expenses may be applied against the available benefits in the Participant’s account for the prior Plan year and, to the extent the available benefits for the prior Plan year is exhausted, eligible expenses will be applied to the available benefits in the Participant’s account for the current Plan year (i.e., the Plan year in which the expense is incurred) if the Employee has enrolled for an Account for the current Plan year.

1.21 HIPAA: The Health Insurance Portability and Accountability Act, 42 U.S.C. § 1320d et seq., as amended.

1.22 Member(s): All County employees, retirees, eligible dependents (including legally married spouse, children up to twenty-six (26) years of age, overage dependents twenty-seven through thirty (27-30) years of age), and COBRA participants that are enrolled in the County’s Health Partnership Plan.

1.23 Network: The Contractor’s participating providers for covered services in Volusia, Flagler, Seminole, Orange, Osceola, and Lake Counties and includes providers for covered services on a statewide and national basis.

1.24 Open Enrollment: Open enrollment is a period of time, usually but not always occurring once per year, when employees may make additions, changes or deletions to their elected fringe benefit options.

1.25 Participant or Plan Participant: An eligible County employee or eligible former

County employee who is enrolled at the beginning of each Plan year, or a newly hired County employee who is enrolled during their first pay period following employment, who enrolls into and participates in the County’s Plan.

1.26 Plans: The County’s medical, dental, and vision health plans, retiree health plans and medical reimbursement, dependent care, flexible spending accounts in which eligible and enrolled County Participants participate under this Agreement.

1.27 Plan Year: Beginning on January 01 through December 31 each year.

1.28 Policy: The Policy is the formal contract of insurance issued by the insurance carrier (insurer) to the County, the insured.

http://en.wikipedia.org/wiki/Senior_citizen http://en.wikipedia.org/wiki/Fringe_benefit

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 5 of 28

1.29 Project: The Project as described in Exhibits A – B and in Attachments A.1 - A.4 of this Agreement.

1.30 Proposal: The documents submitted by Contractor in response to the formal solicitation RFP No. 26-P-66TF, which was used to determine if Contractor is highly qualified.

1.31 Run-out Period: The period after the close of the Plan year in which claims incurred during the Plan year may be submitted by a Participant or other beneficiary. This period is defined and established by the County and may be changed for future Plan years by the County if the change is made before the new Plan year begins.

1.32 Scope of Services: The Services defined in this Agreement in Exhibits A – B and in

Attachments A.1 - A.4, which are hereby agreed to by the parties in writing, and which includes Contractor’s responsibility for performing and complying with all incidental matters pertaining thereto.

1.33 Services: Those services defined in this Agreement including all attachments to be performed by Contractor, including: the work, services, duties and obligations to be carried out and performed by Contractor under this Agreement and to the Exhibits / Attachments A – B, attached hereto and made a part of this Agreement.

1.34 State: State of Florida.

1.35 Subcontractor: A person who enters into an agreement with the Contractor for the performance of any part of this Agreement.

1.36 Third Party Products: Contractor shall be authorized at the request of the County to utilize services of third parties in the assistance of managing and fulfilling the Scope of Services.

1.37 Transition: The process of changing providers for the administration of Flexible

Spending Accounts under IRC, Section 125, as amended, including, but not limited to, the assumption of responsibility from the previous provider for: maintaining records, electronic data; receipt of funds held by previous provider, if applicable, and/or maintaining other funding arrangements; adjudication and maintenance of accounts, adjustments, or modifications to participant accounts and data including run out claims; maintaining communication; refunds; reporting; and, preparation of all forms, including Form 5500, if required by the Internal Revenue Service.

2 EXHIBITS

2.1 The exhibits listed below are incorporated into and made a part of this Agreement by reference.

2.1.1 Exhibit A - Scope of Services

Attachment A.1 - Benefit Administrative Services Worksheet

Attachment A.2 - 2026 Payroll Schedule

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 6 of 28

Attachment A.3 – TBD as needed

Attachment A.4 – TBD as needed

2.1.2 Exhibit B - Fees and Performance Guarantee

Attachment B.1 – TBD as needed

2.1.3 Exhibit C - Insurance Requirements

2.1.4 Exhibit D – Human Trafficking Affidavit

2.1.5 Exhibit E – Business Associate Agreement (HIPAA)

3 ORDER OF PRECEDENCE

3.1 If Contractor finds any potential or possible inconsistency, conflict, error, or discrepancy in this Agreement or have a question about the order of precedence, Contractor shall immediately call it to the County Project Manager’s attention, in writing, and request the County Project Manager’s interpretation and direction before proceeding with the Services affected thereby.

3.2 In the event of any conflicts or inconsistencies between any exhibit to this Agreement and the Agreement itself, such conflict or inconsistency shall be resolved by giving precedence in the following order:

3.2.1 In the event of any conflicts or inconsistencies between Exhibit A –

Scope of Services and any other exhibit of this Agreement in regard to the Scope of Services, Project specifications, performance criteria, or management metrics, Exhibit A – Scope of Services shall be controlling.

3.2.2 In the event of any conflicts or inconsistencies between Attachment A.1

- Benefit Administration Services Worksheet and any other exhibit of this Agreement regarding the technical requirements, Attachment A.1 - Benefit Administration Services Worksheet shall be controlling.

3.2.3 In the event of any conflicts or inconsistencies between Exhibit B – Fees and Performance Guarantee and any exhibit in regard to the fees and performance guarantee to be provided under this Agreement, Exhibit B

– Fees and Performance Guarantee shall be controlling.

3.2.4 In the event of any conflicts or inconsistencies between this Agreement and any exhibit to the Agreement in regard to all terms and conditions addressed in this Agreement, the Agreement shall be controlling.

4 SCOPE OF SERVICES. Contractor shall provide Services under this Agreement and act as

Contractor to the County in accordance with the Scope of Services as specifically set forth in this Agreement and its exhibits.

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 7 of 28

4.1 Contractor shall provide benefit administrative services in accordance with the Scope of Services and the Supplemental Scope of Services attached as Exhibit A and Attachments A.1-A.4.

4.2 Performance Criteria:

4.2.1 All Services shall be performed in accordance with this Agreement and carried out under the direction of the County Project Manager.

4.2.2 All labor necessary to complete the Scope of Services shall be performed in a good and competent workmanlike manner, in accordance with industry standards and to the satisfaction of the County.

4.2.3 Changes to Scope of Services. The County may, at any time, by written Change Order, make changes within the general Scope of Services to be performed under this Agreement; unless otherwise allowed by the County in the written Change Order, such changes to the Scope of Services (or Contractor’s claim for adjustment, described below) shall not allow, permit, or excuse any delay in the performance of the Services. Except as otherwise stated herein, if any such change causes an increase or decrease in Contractor's cost of the Services or the time required for performance of the Services, the County may make an equitable adjustment by amending this Agreement and stating the equitable adjustment in such amendment. Determination of whether an increase or decrease in cost was caused by the change to the Scope of Services shall be in the County’s sole discretion. Any claim by Contractor for adjustment under this article must be asserted in writing within thirty (30) days from the date of the County’s notification to Contractor (whether made orally or in writing) of the change that caused the claim for adjustment; otherwise, the claim shall be deemed waived.

Except as otherwise provided in this Agreement, no charge for any extra Services or materials shall be allowed or approved by the County. No additional Services shall be performed or extra materials purchased until a written Change Order has been approved by Contractor and County.

4.2.4 Time is of the Essence. Time is of the essence for all Services performed under this Agreement and all Projects performed in accordance herewith.

4.2.5 Authority to Act on Behalf of County. County's Purchasing and

Contracts Director, or such other proper authority pursuant to County policies and procedures, shall have the authority to approve, award, and execute all documents or other instruments required to effectuate changes, modifications, or additional service, so long as the then cumulative financial obligation of the County for such additional items does not exceed the Director of Purchasing and Contracts’ authority under the County Code of Ordinances or policies and procedures. Any change, modification or additional service that causes the cumulative financial obligation of County for such additional items to exceed the Purchasing Director's or County Manager’s authority under the

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 8 of 28

Procurement Code shall be presented to the Volusia County Council for approval.

5 RESPONSIBILITY OF CONTRACTOR

5.1 Where questions exist as to the Scope of Services to be provided, Contractor shall promptly confer with the County Project Manager to ascertain the functional criteria of the Scope of Services.

5.2 Contractor shall keep the County informed of any changes or advancements in technology services or products occurring any time prior to or during actual implementation of the Services to the extent that such changes and advancements may increase efficiency or otherwise allow for better services or reductions in costs to the County.

5.3 Contractor covenants and agrees as follows:

5.3.1 That its allegations and representations regarding its special talent, training, and experience caused the County to select Contractor to be the prime professional;

5.3.2 That Contractor possesses the special skills to recognize material errors or omissions that would result in failures to appropriately perform in accordance with the Scope of Services;

5.3.3 That Contractor shall adhere to the standard of care applicable to a contractor with the degree of skills and diligence normally employed by a licensed professional in its field or practice performing the same or similar Services in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances; and

5.3.4 That Contractor shall provide any Project data, summaries, reports, or studies accurately with regard to the information contained therein.

County’s acceptance, approval, or reliance on any such documentation shall not release Contractor from any liability if such information is incorrect or inaccurate, it being understood that the County is relying on Contractor’s status as an industry professional in accepting such documentation.

5.4 Supervision. Contractor shall direct and supervise competent and qualified personnel and shall devote time and attention to the direction of the operation to ensure performance of obligations and duties as set forth herein. Contractor shall hire, compensate, supervise, and terminate members of its work force, and Contractor shall direct and control the manner in which Services are performed including conditions under which individuals shall be assigned duties, how individuals shall report, and the hours individuals shall perform. Contractor shall be responsible for all income tax, social security and Medicare taxes, federal unemployment taxes, and any other withholdings from the company’s employees’ and/or subcontractors’ wages or salaries. Benefits, if any, for Contractor’s employees and/or subcontractors shall be the responsibility of Contractor including, but not limited to, health and life insurance, Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 9 of 28 retirement, liability/risk coverage, and worker's and unemployment compensation.

Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures in delivering Services pursuant to this Agreement. Further, Contractor shall be responsible for assuring the County that finished or completed Deliverables comply with the requirements of this Agreement and the Scope of Services contained therein.

5.5 Assurance. Contractor gives the County its assurance that all Services performed under this Agreement shall be timely performed in a competent and workmanlike manner and in accordance with the specifications and requirements of this Agreement and any approvals required under this Agreement. All Services not conforming to the specifications and requirements of the Scope of Services shall be considered materially defective and constitute a breach of this Agreement.

5.6 Accuracy of Reports / Summaries. Contractor shall be responsible for the professional and technical accuracy and the coordination of all data, reports, summaries, and any other Services furnished by Contractor under this Agreement.

Contractor shall, without additional cost to the County, correct or revise any errors or deficiencies in its Services for which it is responsible.

5.7 Services to Comply with Specifications and Law. All Services performed by

Contractor including all general provisions, special provisions, job specifications, drawings, addendum, amendments to this Agreement, written interpretations, and written orders for minor changes in Services, shall comply with the Scope of Services and all applicable local laws, codes, ordinances and statutes.

5.8 Subcontractors.

5.8.1 Employment or Substitution of Subcontractors. Contractor shall not employ any Subcontractor, other person, or organization against whom the County may have reasonable objection, nor shall Contractor be required to employ any Subcontractor against whom it has reasonable objection. Contractor shall not make any substitution for any Subcontractor who has been accepted by the County without the County’s approval.

5.8.2 Disapproval of Subcontractors. County's disapproval or requirement of removal or replacement of Contractor‘s employee or Subcontractor shall be deemed for lawful reasons if in County’s reasonable judgment, such Contractor‘s employee or Subcontractor poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection with this Agreement, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under conditions other than honorable from any of the Armed Forces of the United States.

5.8.3 Contractor Responsible for Subcontractors. Contractor shall be fully responsible for all negligent acts and omissions of its Subcontractor and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 10 of 28 it is responsible for the negligent acts and omissions of persons directly employed by it. Nothing in this Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. County may furnish to any Subcontractor to the extent practicable, evidence of amounts paid to Contractor on account of specific Services done in accordance with the schedule of values.

5.8.4 Subcontractors to Act Pursuant to this Agreement. Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of this Agreement for the benefit of the County, and shall require all Subcontractors or other outside associates employed in connection with this Agreement to comply fully with the terms and conditions of this Agreement as such may apply to the Services being performed for Contractor.

6 TERM OF AGREEMENT

6.1 The term of this Agreement shall commence on the Effective Date of this Agreement and shall terminate five (5) years from the Effective Date, with one (1) subsequent five

(5) year renewal permissible upon mutual written agreement between the parties.

6.2 The Services to be rendered by Contractor shall be commenced, as specified in this

Agreement or as may be requested by the County and shall be completed within the time specified therein.

7 AGREEMENT PRICE AND COMPENSATION

7.1 Compensation. Contractor shall be paid Compensation based on a flat fee for all Services provided. Compensation listed in Exhibit B – Fees and Performance Guarantee constitutes complete payment for all Services rendered under this Agreement, including the cost of all Projects, materials, equipment, labor, expenses (including reimbursable expenses), all mark-ups for overhead and profit more particularly described in Exhibit B – Fees and Performance Guarantee. The County agrees to pay Contractor in current funds, as compensation for its Services.

7.2 Errors and Omissions in Pricing. Compensation shall not be adjusted because of errors or omissions not the fault of the County in computing the Services costs which result in an increase in the cost of this Agreement or because the time for completion varies from the original estimate, including completion or substantial completion of this Agreement prior to the scheduled or Agreement completion date or on account of County’s election to furnish any of the Services. In addition, Contractor shall certify that the original Agreement price or Compensation for the Scope of Services and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

7.3 Reimbursable Expenses. County’s payment to Contractor pursuant to the Fee

Schedule, attached hereto and incorporated herein as Exhibit B – Fees and Performance Guarantee, shall be full compensation for Services rendered and any

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 11 of 28 expenses incurred in connection therewith, and Contractor shall not be eligible for reimbursement for any expenses incurred in connection with the performance of this Agreement.

7.4 Payments. Any payments for fees shall be made in accordance with Exhibit B – Fees and Performance Guarantee. The rates expressed in Exhibit B shall govern Compensation and provide for payments against specified Deliverables and performance.

7.5 Approval of Payment. If, on the basis of the County Project Manager’s observation and review of Contractor’s Services, the County Project Manager is satisfied that the Services have been completed and Contractor has fulfilled all of its obligations under this Agreement, the County Project Manager, after receipt of a proper invoice, shall indicate in writing his or her approval of payment and present the invoice to Accounts Payable for payment. Otherwise, the County Project Manager shall return the invoice to Contractor, indicating in writing the reasons for refusing to approve final payment. Subsequent to receiving a returned invoice, Contractor will make the necessary corrections and resubmit the invoice and, if requested, provide explanation or substantiation for said invoice.

Regardless of the foregoing, approval of payment pursuant to this section shall not prevent the County from recovering amounts paid when the County subsequently discovers material defects or deficiencies in the services or work provided by Contractor, which defects or deficiencies would have otherwise caused the County to withhold payment.

7.6 Invoices. Invoices or payment requests shall be addressed from Contractor and submitted to the County’s Project Manager. All invoicing and payments, including the practices and procedures pertaining thereto, shall be governed by the applicable provisions of Part VII of Chapter 218, Florida Statutes.

7.6.1 Invoice Detail. Contractor shall submit an invoice for which Services were rendered to the County upon the completion and acceptance of the Services. Each invoice shall show detailed explanations of the Services accomplished and, if requested, provide substantiation for same.

Invoices shall be in accordance with this Agreement prices set forth by Exhibit B - Fees and Performance Guarantees and in accordance with the Agreement prices. All of the above shall sum to the total amount requested in the invoice detail.

7.6.2 Contractor’s Invoice(s) shall be accompanied by supporting data as may be required by the County Project Manager. County Project Manager shall review Contractor's Invoice and supporting data and notify Contractor in writing within ten (10) days from receipt of the statement if any amounts requested are disputed or lack adequate support or documentation.

7.6.3 Invoicing Pursuant to Agreement. Pursuant to Exhibit B, Contractor shall invoice County for all payments due Contractor under this Agreement. County shall pay invoices in accordance with this Agreement. Invoices shall be sent to the address specified by the County.

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7.6.4 Withholding. The County may withhold payment of any specific invoiced charges that it disputes in good faith and pay all undisputed charges on the invoice.

7.6.5 Payment Due. Within forty-five (45) days of acceptance by the County

Project Manager of all the Services for which Contractor has submitted an invoice of professional Services, Contractor shall be paid the unpaid balance of any money due for any undisputed Services covered by said invoice.

7.6.6 Taxes. County is a tax exempt entity and shall not be charged or invoiced for the payment of taxes for Services performed under this Agreement.

7.7 Contractor's Continuing Obligations. Contractor’s obligation to perform Services in accordance with this Agreement shall be absolute. Nothing shall constitute an acceptance of Services not in accordance with this Agreement, including but not limited to: approval of any progress; final payment to Contractor; documentation confirming acceptance of the Services by the County; any payment by the County to Contractor under the Agreement; any act of acceptance by the County or any failure to do so; any correction of defective Services by the County.

7.8 Fines and Penalties. Contractor shall reimburse County for any fines or penalties imposed upon the County by any state or federal agency that are the fault of Contractor or Contractor’s Subcontractors’ negligence, omission, or misfeasance.

7.9 Non-appropriation. Notwithstanding any other term or provision of this Agreement, the continuation of this Agreement beyond a single fiscal year of County is subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. Termination by the County due to non-appropriation shall be without a termination charge by Contractor. The County shall not be obligated to pay Contractor under this Agreement beyond the date of termination except as set forth in this Agreement. County’s obligation to pay Contractor is limited to the budgeted amount for a fiscal year approved by the Volusia County Council for the then-current fiscal year of this Agreement and is otherwise limited to legally available non-ad valorem tax revenues.

7.10 Unusual Costs The Contractor may petition the County at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year. If the Contractor petitions for such an increase, the Contractor shall also petition for a rate reduction on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year; failure to make such petition may be grounds for Agreement termination.

The Contractor’s request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Contractor and the Contractor shall provide such further information as may be reasonably necessary in

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 13 of 28 making its determination. The County shall approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the County. Any price redetermination shall be solely based upon the documentation provided and the County reserves the right to rescind any price relief granted should the circumstances change and prices decrease.

8 PAYMENT OF SUBCONTRACTORS

8.1 Payment. Contractor shall pay its Subcontractors and suppliers, within thirty (30) days following receipt of payment from the County for such subcontracted Services or supplies. Contractor agrees that if it withholds an amount as retainage from such Subcontractors or suppliers, that it shall release such retainage and pay same within thirty (30) days following receipt of payment of retained amounts from County.

8.2 Indemnification as to Payment of Subcontractors. Contractor shall save, defend, and hold the County harmless from any and all claims and actions from Contractor’s Subcontractors for payment for Services and Deliverables provided by Subcontractors for Contractor under this Agreement. Regardless of the foregoing, nothing in this Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see the payment of any moneys due any Subcontractor, except as may otherwise be required by law.

9 LIMITATION OF LIABILITY AND INDEMNIFICATION OF COUNTY (This Section is non-negotiable.)

9.1 Indemnification. Contractor shall indemnify, defend, and hold harmless the County, including its districts, authorities, separate units of government established by law (constitutional), ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status from and against all claims, damages, losses, and expenses, including, but not limited to, attorney’s fees arising out of, resulting from, or incident to Contractor’s performance of its obligations in whole or part of this Agreement, unless such injury or damage is occasioned solely by the fault, negligence, or willful misconduct of the County.

9.2 In all claims against the County, Contractor’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for Contractor, or its employees, agents, contractors, or subcontractors.

9.3 Sovereign Immunity. The County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28, (as amended) Florida Statutes. Notwithstanding anything set forth in any section of this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of the County’s immunity or limits of liability beyond any statutory limited waiver of immunity or limits of liability that may have been or may be adopted by the Florida Legislature, and the cap on the amount and liability of the County for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the County, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

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10 INSURANCE

Contractor shall provide the required insurance detailed in Exhibit C – Insurance Requirements. Regardless of anything submitted as proof of insurance, Contractor shall comply with all requirements of Exhibit C – Insurance Requirements.

11 TERMINATION

11.1 County may terminate this Agreement upon at least thirty (30) days prior written notice to Contractor.

11.2 Contractor may terminate this Agreement upon at least two hundred forty (240)days prior written notice to County.

11.3. After Contractor’s receipt of a notice of termination, and except as otherwise directed in writing by the County, the Contractor shall for approved services occurring after the notice of termination, Contractor shall continue providing the benefits pursuant to the Policy and Scope of Services.

11.3 Effect of Termination and Transition. Upon termination of a service, the parties agree that:

11.3.1 The terminating party shall notify the other party of the date on which such service shall cease and all rights granted to County with respect to that service shall terminate;

11.3.2 County shall pay all costs and claims due and owed during an applicable

Run-out Period;

11.3.3 County shall have the ability to access and download its records and reports until expiration of the Run-out Period if applicable;

11.3.4 Contractor agrees that it shall continue to perform the administrative services during any post-termination Run-out Period in accordance with the terms and conditions of this Agreement, if requested; and

11.3.5 Contractor agrees that it shall provide necessary reporting without additional fees for transition of Run-out Period and/or Grace Period administration to successor.

11.4 Termination for Bankruptcy, Insolvency, or Business Wind Down. Either party may terminate this Agreement if either party:

11.4.1 The party commences a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws;

11.4.2 Anyone commences an involuntary case against the Company under title 11 of the United States Code or the corresponding provisions of any successor laws and either (i) the case is not dismissed by midnight at

Exhibit Z_26-P-66TF Benefit Administrative Services (COBRA, FSA & Retiree Billing) Agreement DRAFT Page 15 of 28 the end of the 60th day after commencement or (ii) the court before which the case is pending issues an order for relief or similar order approving the case;

11.4.3 A court of competent jurisdiction appoints, or the party makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws) for the Company or all or substantially all of its assets; and

11.4.4 The Company fails generally to pay its debts as they become due

(unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so; and

11.4.5 The party takes action to commence winding down its business.

11.5 For all undisputed outstanding invoices submitted to the County prior to the effective date of a termination , the County shall cause payments to be made to Contractor within forty five (45) days of receipt of invoice. Contractor shall invoice the County for any sums Contractor claims to be owed by County under this Agreement for services provided from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within forty-five (45) days.

11.6 The right of termination provided to the County and Contractor herein shall be cumulative of all other remedies available at law.

11.7 All provisions of this Agreement that impose or contemplate continuing obligations on a party will survive the expiration or termination of this Agreement.

12 DISPUTE RESOLUTION

12.1 Good Faith Efforts to Resolve. The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Article 12, Dispute Resolution. Contractor and County Project Manager shall use reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, to address and work toward resolution of issues that arise in performance of this Agreement and any applicable statement of Services.

Issues shall be escalated to successive management levels as needed.

12.2 Informal Dispute Resolution. If a dispute develops between the parties concerning any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreements, and the parties are unable to resolve such dispute within five (5) business days or longer, that party, known as the Invoking Party, through its applicable Project Manager, shall promptly bring the disputed matter to the attention of the non-Invoking Party’s Project Manager or designated representative, as the case may be, of the other party in writing (“Dispute Notice”) in order to resolve such dispute.

12.3 Discovery and Negotiation / Recommended Procedures. Upon issuance of a

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Dispute Notice, the Project Managers or designated representatives shall furnish to each other all non-privileged information with respect to the dispute believed by them to be appropriate and germane. The Project Managers shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. If such dispute is not resolved by the Project Managers or designated representatives within ten (10) County Work Days (defined as weekdays [i.e. Monday, Tuesday, Wednesday, Thursday and Friday] not designated as holidays by the County) of issuance of the Dispute Notice, or such other time as may be mutually allowed by the Project Managers as being necessary given the scope and complexity of the dispute, the Project Managers may, depending upon the nature, scope, and severity of the dispute, escalate the dispute as indicated below:

County Work

Days Contractor’s Representative County Representative

10 Contractor’s Project Manager County Project Manager

10 Contractor’s Sr. Vice President Director of Purchasing and Contracts

20 Contractor’s COO or President Deputy County Manager

12.4 Formal Dispute Resolution. At any point after issuance of a Dispute Notice under this section, either party may request and initiate formal non-binding mediation before a single mediator, which mediation shall be completed within thirty (30) days of initiation or such longer time as may be agreed upon by both parties as being necessary for the mutual selection of a mediator and scheduling of such mediation.

Any such mediation shall be convened and conducted in accordance with the rules of practice and procedure adopted by the Supreme Court of Florida for court-ordered mediation, Rule 1.700 et seq., Florida Rules of Civil Procedure, and Chapter 44, Florida Statutes. If the dispute remains unresolved after conducting such mediation, then either party may proceed to finalize any pending termination remedies and commence litigation in a court of competent jurisdiction. Each party shall bear its own costs and attorney’s fees for mediation or arbitration of an issue arising under or regarding this Agreement.

12.5 Right to Terminate Reserved. Regardless of the dispute resolution procedures provided for in this Article 12, Dispute Resolution, nothing herein shall affect, delay, or otherwise preclude a party from terminating this Agreement in accordance with the provisions of Article 11, Termination, it being understood that these dispute resolution procedures are intended as a means of resolving disputes both during the term of this Agreement and after termination or expiration thereof.

13 COUNTY DATA

13.1 Contractor agrees and understands that all files and other information and data created in connection with the administration of this Agreement constitute a public record, except to the extent such data is exempt or proprietary under Florida Law (Chapter 119, Florida Statutes) from disclosure or as preempted by federal law.

Contractor agrees to maintain for public record access such files and to maintain for public access such files after termination of this Agreement to the extent required by the laws of the State of Florida.

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13.2 Upon any termination or expiration of this Agreement, Contractor, upon County’s written request, shall promptly deliver, but not more than thirty (30) days after County’s request, to County an extract of County’s Data hosted or otherwise in the Contractor’s control or possession in XML format or such other format as mutually agreed upon by County and Contractor.

13.3 Medical records are of a confidential nature. The Contractor shall agree to establish any and all procedures necessary to maintain the confidentiality of medical records, as required by HIPAA and all applicable laws.

13.4 Location of County Data. Contractor shall not out-source any support for this

Agreement or transfer any County Data outside the territorial limits of the United States of America, without the written approval of the Contract Administrator. Written approval may be obtained for out-sourcing support for this Agreement and transferring County Data outside the territorial limits of the United States of America for support for services other than customer service involving communication with County employees. All customer service support involving interaction with County employees shall be handled within the territorial limits of the United States of America.

13.5 THE ABOVE DUTIES AND OBLIGATIONS SHALL SURVIVE THE CANCELLATION

OR TERMINATION OF THIS AGREEMENT.

14 LOCAL GOVERNMENT REQUIREMENTS

14.1 Public Records Law. Pursuant to Section 119.0701(2)(a), Florida Statutes, the County is required to provide Contractor with this statement and establish the following requirements as contractual obligations pursuant to the Agreement:

IF CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT telephone - 386-736-5935, by email at purchasing@volusia.org, by mail, Purchasing and Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave.

RM 302 DeLand, FL 32720.

By entering into this Agreement, Contractor acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under, this Agreement are public records subject to the public records disclosure requirements of Section 119.07(1), Florida Statutes, and Article I, Section 24 of the Florida Constitution. Pursuant to Section 119.0701, Florida Statutes, any Contractor entering into a contract for services with the County is required to:

14.1.1. Keep and maintain public records required by the County to perform the services and work provided pursuant to this Agreement;

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14.1.2. Upon request from the County’s custodian of public records, provide the County 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;

14.1.3. 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 this Agreement term and following completion or termination of the Agreement if Contractor does not transfer the records to the County.

14.1.4. Upon completion or termination of this Agreement, transfer, at no cost, to the County all public records in the possession of Contractor or keep and maintain public records required by the County to perform the service. If Contractor transfers all public records to the County upon completion or termination of this Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion or termination of this Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is compatible with the information technology systems of the County.

14.1.5. Requests to inspect or copy public records relating to the County’s

Agreement for services must be made directly to the County. If Contractor receives any such request, Contractor shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify Contractor of such request, and Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

14.1.6. Contractor acknowledges that failure to provide the public records to the

County within a reasonable time may be subject to penalties under…