HomeMy WebLinkAboutAgreement A-19-543 with RetireeFirst.pdf1
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Agreement No . 19-543
RETIREE BENEFIT MANAGEMENT SERVICES AGREEMENT
3 THIS AGREEMENT is made and entered into effective October 22 , 2019, by and between the
4 COUNTY OF FRESNO , a Political Subdivision of the State of California , hereinafter referred to as
5 "COUNTY", and Labor First LLC ,, a New Jersey Limited Liability Company dba RETIREE FIRST, whose
6 address is 3000 Midlantic Dr., Mount Laurel , NJ 08054, hereinafter referred to as "CONTRACTOR".
7 WITNESSETH :
8 WHEREAS , the COUNTY provides health benefits for eligible retirees and their dependents ;
9 and
10 WHEREAS, the CONTRACTOR provides management and administrative services relating to
11 retirement health benefit products and contracts for multi-employer group health plans , municipal health
12 benefit funds , university health plans , and other organizations; and
13 WHEREAS , the CONTRACTOR represents it can obtain a Medicare Supplement plan
14 through United American and an EGWP plan through UnitedHealthcare for eligible COUNTY retirees as set
15 forth in this Agreement ; and
16 WHEREAS , the COUNTY desires to obtain this coverage for their eligible retirees and engage
17 the CONTRACTOR in connection with the management of these retiree group health benefits on the terms
18 and conditions set forth herein.
19 NOW, THEREFORE, in consideration of the mutual covenants , terms and conditions herein
20 contained , the parties hereto agree as follows :
21 1. OBLIGATIONS OF THE CONTRACTOR
22 A. The CONTRACTOR shall obtain insurance coverage for eligible COUNTY retirees
23 as set forth in Exhibit B, attached hereto and incorporated herein . The CONTRACTOR shall perform
24 retiree health benefit plan management and administrative services as set forth in Exhibit A , attached
25 hereto and incorporated herein.
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2. OBLIGATIONS OF THE COUNTY
A. The COUNTY is solely responsible for its compliance with the Internal Revenue
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Code and other Federal, State or local laws.
B.The COUNTY is solely responsible for the accuracy and integrity of COUNTY
data.
C.The COUNTY is solely responsible for payment of monthly premiums, as set
forth in Section Five (5) herein. At no time is CONTRACTOR or any of the insurance carriers set forth in
Exhibit B liable for payment of premiums on behalf of the COUNTY. Premiums are due the 1st of the
month for the benefit month. The COUNTY is entitled to a 30 day grace period for payment.
3.TERM
The term of this Agreement shall commence on the 22nd day of October, 2019 through
and including the 31st day of December, 2022. This Agreement may be extended for two (2) additional
consecutive twelve (12) month periods upon written approval of both parties no later than thirty (60) days
prior to the first day of the next twelve (12) month extension period. The Director of Human Resources or
his or her designee is authorized to execute such written approval on behalf of COUNTY based on
CONTRACTOR’S satisfactory performance.
4.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (60) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreement;
3.A substantially incorrect or incomplete report submitted to the COUNTY;
4.Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
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default.
Without Cause - Under circumstances other than those set forth above, this Agreement may
be terminated by COUNTY upon the giving of thirty (60) days advance written notice of an intention to
terminate to CONTRACTOR.
5.COMPENSATION: For all services rendered pursuant to this Agreement, COUNTY
shall pay CONTRACTOR a Per Member Per Month (PMPM) payment. For the plan year January 1, 2020
through December 31, 2020, COUNTY shall pay CONTRACTOR a total PMPM of Four Hundred Eighteen
and 30/100 Dollars ($418.30), which includes: One Hundred Eighty-Nine and 50/100 Dollars ($189.50)
PMPM for the Medicare Supplement plan, and Two Hundred Twenty-eight and 80/100 Dollars ($228.80)
PMPM for the EGWP plan as described in Exhibit B. For all other plan years, the CONTRACTOR shall
notify COUNTY in writing of the proposed plan rates for the coming plan year by September 1 and the
COUNTY Board of Supervisors shall either accept or reject the CONTRACTOR’s proposed plan rate no
later than October 15. If the COUNTY Board of Supervisors accepts the CONTRACTOR’s proposed plan
rate, that is the PMPM COUNTY shall pay CONTRACTOR for all services rendered during that plan year.
If the COUNTY Board of Supervisors rejects the CONTRACTOR’s proposed plan rate the COUNTY shall
terminate this Agreement pursuant to Section Four (4).
The PMPM fees will be paid monthly throughout the term of this Agreement pursuant
to the compiled monthly transmittal worksheets provided by COUNTY. The PMPM fees are based on the
actual number of eligible members as determined by COUNTY and as used for all eligibility purposes for
the specific contract month. The COUNTY acknowledges that as they are determining eligibility and
payment of plan compensation, as noted above, non-payment for a member can result in the member
being terminated from the plan(s).
6.OWNERSHIP OF DATA: All data delivered by the COUNTY to CONTRACTOR, or
which is created by either party for the COUNTY in connection with the performance of this Agreement
shall be the exclusive property of the COUNTY. CONTRACTOR shall be the custodian of such data and
will immediately make such data available to the COUNTY upon request during normal working hours.
CONTRACTOR shall return all personnel/payroll raw data collected or generated in connection with the
performance of the Agreement within thirty (30) days of the termination of this Agreement and shall not
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access said data for any purpose other than in connection with the performance of this Agreement.
7.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
A.The parties to this Agreement shall be in strict conformance with all applicable
Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850, and
14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of
Federal Regulations (CFR), Section 56 et seq. of the California Civil Code, and the Health Insurance
Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of Title 42,
United States Code (USC) and its implementing regulations, including, but not limited to Title 45, CFR,
Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical Health Act
(HITECH) regarding the confidentiality and security of patient information and the Genetic Information
Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform functions,
activities or services for or on behalf of COUNTY, as specified in this Agreement, provided that such use or
disclosure shall not violate the HIPAA, USC 1320d et seq. The uses and disclosures of PHI may not be
more expansive than those applicable to COUNTY, as the “Covered Entity” under the HIPAA Privacy Rule
(45 CFR 164.500 et seq), except as authorized for management, administrative or legal responsibilities of
the Business Associate.
B.CONTRACTOR, including its subcontractors and employees, shall protect, from
unauthorized access, use, or disclosure of names and other identifying information, including genetic
information, concerning persons receiving services pursuant to this Agreement, except where permitted in
order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504 (e)(2)(i),
164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)]. This pertains to any and all persons receiving services
pursuant to a COUNTY funded program. This requirement applies to electronic PHI. CONTRACTOR shall
not use such identifying information or genetic information for any purpose other than carrying out
CONTRACTOR’s obligations under this Agreement.
C.CONTRACTOR, including its subcontractors and employees, shall not disclose
any such identifying information or genetic information to any person or entity, except as otherwise
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specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law, required
by the Secretary, or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by
this Agreement or authorized by law, CONTRACTOR shall make reasonable efforts to limit PHI to the
minimum necessary to accomplish intended purpose of use, disclosure or request.
D.For purposes of the above sections, identifying information shall include, but not
be limited to name, identifying number, symbol, or other identifying particular assigned to the individual,
such as finger or voice print, or photograph.
E.For purposes of the above sections, genetic information shall include genetic tests
of family members of an individual or individual, manifestation of disease or disorder of family members of
an individual, or any request for or receipt of, genetic services by individual or family members. Family
member means a dependent or any person who is first, second, third, or fourth degree relative.
F.CONTRACTOR shall provide access, at the request of COUNTY, and in the time
and manner designated by COUNTY, to PHI in a designated record set (as defined in 45 CFR Section
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR Section164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be provided
within thirty (30) days from request. Access may be extended if CONTRACTOR cannot provide access
and provide individual with the reasons for the delay and the date when access may be granted. PHI shall
be provided in the form and format requested by the individual or COUNTY.
CONTRACTOR shall make any amendment(s) to PHI in a designated record set at the
request of COUNTY or individual, and in the time and manner designated by COUNTY in accordance with
45 CFR Section 164.526.
CONTRACTOR shall provide to COUNTY or to an individual, in a time and manner
designated by COUNTY, information collected in accordance with 45 CFR Section 164.528, to permit
COUNTY to respond to a request by the individual for an accounting of disclosures of PHI in accordance
with 45 CFR Section 164.528.
G.CONTRACTOR shall report to COUNTY, in writing, any knowledge or reasonable
belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of
unsecured PHI not permitted by this Agreement of which it becomes aware, immediately and without
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reasonable delay and in no case later than two (2) business days of discovery. Immediate notification shall
be made to COUNTY’s Information Security Officer and Privacy Officer and COUNTY’s DBH HIPAA
Representative, within two (2) business days of discovery. The notification shall include, to the extent
possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to
have been, accessed, acquired, used, disclosed, or breached.
CONTRACTOR shall take prompt corrective action to cure any deficiencies and any
action pertaining to such unauthorized disclosure required by applicable Federal and State Laws and
regulations. CONTRACTOR shall investigate such breach and is responsible for all notifications required
by law and regulation or deemed necessary by COUNTY and shall provide a written report of the
investigation and reporting required to COUNTY’s Information Security Officer and Privacy Officer and
COUNTY’s DBH HIPAA Representative. This written investigation and description of any reporting
necessary shall be postmarked within the thirty (30) working days of the discovery of the breach to the
addresses below:
County of Fresno County of Fresno County of Fresno
Dept. of Behavioral Health Dept. of Public Health Information Technology Services
HIPAA Representative Privacy Officer Information Security Officer
(559) 600-6798 (559) 600-6405 (559) 600-5800
3147 N. Millbrook Ave. (559) 600-6439 2048 N. Fine Ave.
Fresno, CA 93703 P.O. Box 11867 Fresno, CA 93727
Fresno, CA 93721
H. CONTRACTOR shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on
behalf of COUNTY, in compliance with HIPAA’s Privacy Rule, including, but not limited to the requirements
set forth in Title 45, CFR, Sections 160 and 164. CONTRACTOR shall make its internal practices, books,
and records relating to the use and disclosure of PHI received from COUNTY, or created or received by the
CONTRACTOR on behalf of COUNTY, available to the United States Department of Health and Human
Services (Secretary) upon demand.
CONTRACTOR shall cooperate with the compliance and investigation reviews conducted
by the Secretary. PHI access to the Secretary must be provided during the CONTRACTOR’s normal
business hours, however, upon exigent circumstances access at any time must be granted. Upon the
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Secretary’s compliance or investigation review, if PHI is unavailable to CONTRACTOR and in possession
of a Subcontractor, it must certify efforts to obtain the information to the Secretary.
I.Safeguards
CONTRACTOR shall implement administrative, physical, and technical safeguards as
required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately protect
the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives,
maintains or transmits on behalf of COUNTY and to prevent unauthorized access, viewing, use, disclosure,
or breach of PHI other than as provided for by this Agreement. CONTRACTOR shall conduct an accurate
and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity and
availability of electronic PHI. CONTRACTOR shall develop and maintain a written information privacy and
security program that includes administrative, technical and physical safeguards appropriate to the size and
complexity of CONTRACTOR’s operations and the nature and scope of its activities. Upon COUNTY’s
request, CONTRACTOR shall provide COUNTY with information concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security safeguards and
precautions in order to restrict logical and physical access to confidential, personal (e.g., PHI) or sensitive
data to authorized users only. Said safeguards and precautions shall include the following administrative
and technical password controls for all systems used to process or store confidential, personal, or sensitive
data:
1. Passwords must not be:
a. Shared or written down where they are accessible or recognizable by anyone else;
such as taped to computer screens, stored under keyboards, or visible in a work area;
b.A dictionary word; or
c.Stored in clear text
2.Passwords must be:
a. Eight (8) characters or more in length;
b.Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d.Composed of characters from at least three (3) of the following four (4) groups
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from the standard keyboard:
1) Upper case letters (A-Z);
2)Lowercase letters (a-z);
3)Arabic numerals (0 through 9); and
4)Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each workstation or
portable computing device (e.g., laptop computer) containing confidential, personal, or sensitive data:
1. Network-based firewall and/or personal firewall;
2.Continuously updated anti-virus software; and
3. Patch management process including installation of all operating system/software
vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received FIPS 140-2
validation to encrypt all confidential, personal, or sensitive data stored on portable electronic media
(including, but not limited to, compact disks and thumb drives) and on portable computing devices
(including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-mail or other
internet transport protocol unless the data is encrypted by a solution that has been validated by the National
Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption Standard (AES)
Algorithm. CONTRACTOR must apply appropriate sanctions against its employees who fail to comply with
these safeguards. CONTRACTOR must adopt procedures for terminating access to PHI when
employment of employee ends.
J.Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that is suspected
or known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of PHI by
CONTRACTOR or its subcontractors in violation of the requirements of these provisions. CONTRACTOR
must document suspected or known harmful effects and the outcome.
K.CONTRACTOR’s Subcontractors
CONTRACTOR shall ensure that any of its contractors, including subcontractors, if
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applicable, to whom CONTRACTOR provides PHI received from or created or received by CONTRACTOR
on behalf of COUNTY, agree to the same restrictions, safeguards, and conditions that apply to
CONTRACTOR with respect to such PHI and to incorporate, when applicable, the relevant provisions of
these provisions into each subcontract or sub-award to such agents or subcontractors.
L.Employee Training and Discipline
CONTRACTOR shall train and use reasonable measures to ensure compliance with the
requirements of these provisions by employees who assist in the performance of functions or activities on
behalf of COUNTY under this Agreement and use or disclose PHI and discipline such employees who
intentionally violate any provisions of these provisions, including termination of employment.
M.Termination for Cause
Upon COUNTY’s knowledge of a material breach of these provisions by CONTRACTOR,
COUNTY shall either:
1. Provide an opportunity for CONTRACTOR to cure the breach or end the violation and
terminate this Agreement if CONTRACTOR does not cure the breach or end the violation within the time
specified by COUNTY; or
2. Immediately terminate this Agreement if CONTRACTOR has breached a material
term of these provisions and cure is not possible.
3. If neither cure nor termination is feasible, the COUNTY’s Privacy Officer shall report
the violation to the Secretary of the U.S. Department of Health and Human Services.
N.Judicial or Administrative Proceedings
COUNTY may terminate this Agreement in accordance with the terms and conditions of this
Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty in a criminal proceeding for a
violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a finding or stipulation that the
CONTRACTOR has violated a privacy or security standard or requirement of the HITECH Act, HIPAA or
other security or privacy laws in an administrative or civil proceeding in which the CONTRACTOR is a
party.
O.Effect of Termination
Upon termination or expiration of this Agreement for any reason, CONTRACTOR shall
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return or destroy all PHI received from COUNTY (or created or received by CONTRACTOR on behalf of
COUNTY) that CONTRACTOR still maintains in any form, and shall retain no copies of such PHI. If return
or destruction of PHI is not feasible, it shall continue to extend the protections of these provisions to such
information, and limit further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible. This provision shall apply to PHI that is in the possession of subcontractors or agents, if
applicable, of CONTRACTOR. If CONTRACTOR destroys the PHI data, a certification of date and time of
destruction shall be provided to the COUNTY by CONTRACTOR.
P.Disclaimer
COUNTY makes no warranty or representation that compliance by CONTRACTOR with
these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be adequate or satisfactory for
CONTRACTOR’s own purposes or that any information in CONTRACTOR’s possession or control, or
transmitted or received by CONTRACTOR, is or will be secure from unauthorized access, viewing, use,
disclosure, or breach. CONTRACTOR is solely responsible for all decisions made by CONTRACTOR
regarding the safeguarding of PHI.
Q.Amendment
The parties acknowledge that Federal and State laws relating to electronic data security and
privacy are rapidly evolving and that amendment of these provisions may be required to provide for
procedures to ensure compliance with such developments. The parties specifically agree to take such
action as is necessary to amend this agreement in order to implement the standards and requirements of
HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to the security or privacy
of PHI. COUNTY may terminate this Agreement upon thirty (30) days written notice in the event that
CONTRACTOR does not enter into an amendment providing assurances regarding the safeguarding of
PHI that COUNTY in its sole discretion deems sufficient to satisfy the standards and requirements of
HIPAA, the HIPAA regulations and the HITECH Act.
R.No Third-Party Beneficiaries
Nothing express or implied in the terms and conditions of these provisions is intended to
confer, nor shall anything herein confer, upon any person other than COUNTY or CONTRACTOR and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
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S.Interpretation
The terms and conditions in these provisions shall be interpreted as broadly as necessary to
implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The parties agree
that any ambiguity in the terms and conditions of these provisions shall be resolved in favor of a meaning
that complies and is consistent with HIPAA and the HIPAA regulations.
T.Regulatory References
A reference in the terms and conditions of these provisions to a section in the HIPAA
regulations means the section as in effect or as amended.
U.Survival
The respective rights and obligations of CONTRACTOR as stated in this Section shall
survive the termination or expiration of this Agreement.
V.No Waiver of Obligations
No change, waiver or discharge of any liability or obligation hereunder on any one or more
occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit
enforcement of any obligation on any other occasion.
8.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and
the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, CONTRACTOR shall have
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absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR
shall be solely liable and responsible for providing to, or on behalf of, its employees all legally required
employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless
from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social
Security withholding and all other regulations governing such matters. It is acknowledged that during the
term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or
to this Agreement.
9.MODIFICATION: Any matters of this Agreement may be modified from time to time by
the written consent of all the parties without, in any way, affecting the remainder.
10.NON-ASSIGNMENT: Neither party may assign, transfer or sub-contract this
Agreement nor their rights or duties under this Agreement without the prior written consent of the other
party.
11.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and
at COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement.
12.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence and an annual aggregate of One Million Dollars ($1,000,000.00) in
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conjunction with a Five Million Dollar ($5,000,000.00) Umbrella policy. This policy shall be issued on a per
occurrence basis. COUNTY may require specific coverages including completed operations, products
liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include
any auto used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California
Labor Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the COUNTY, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage
for additional insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with
insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents,
and employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
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Within thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all
of the foregoing policies, as required herein, to the COUNTY, (Paul Nerland, Director of Human Resources,
2220 Tulare Street, 16th Floor, Fresno, CA 93721), stating that such insurance coverage have been
obtained and are in full force; that the COUNTY, its officers, agents and employees will not be responsible
for any premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR has
waived its right to recover from the COUNTY, its officers, agents and employees any amounts paid under
the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial
General Liability insurance names the COUNTY, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;
that such coverage for additional insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to
COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
13.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after final
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payment under contract (Government Code Section 8546.7).
14.NOTICES: The persons and their addresses having authority to give and receive
notices under this Agreement include the following:
COUNTY CONTRACTOR
Paul Nerland,
Director of Human Resources
2220 Tulare Street, 16th Floor
Anthony Frasco, CFO
Retiree First
3000 Midlantic Dr., Suite 101
Fresno, CA 93721 Mount Laurel, NJ 08054
All notices between the COUNTY and CONTRACTOR provided for or permitted under
this Agreement must be in writing and delivered either by personal service, by first-class United States mail,
by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
15.GOVERNING LAW: Venue for any action arising out of or related to this Agreement
shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
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16.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status to
operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services under
this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
17.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
1 IN WITNESS WHEREOF , the parties hereto have executed th is Agreement as of the day and
2
year first hereinabove written .
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ORG No:
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10000
89250200
7185
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ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: .(11 A$AN:\ :&sb°'f)
Deputy
EXHIBIT A
EGWP AND MEDICARE SUPPLEMENT WORK ORDER
Retiree First shall:
A. Pre-Implementation and Implementation Services.
1. Perform market analysis for benefit programs provided through qualified Insurance
Vendors;
2. Work with County to finalize Insurance Vendor’s quotes and proposals for benefit
programs that are consistent with County’s benefit plan requirements;
3. Review the selected Insurance Vendor’s benefit design and documentation to ensure it
accurately reflects the quote and proposal that has been accepted and approved by the
County;
4. Implement selected qualified Insurance Vendor’s benefit to provide a fully insured group
EGWP Part D Plan and Medicare Supplement Plan that will constitute approved benefits
for purposes of this Agreement (“Approved Plans”);
5. Handle all aspects of transition to the Approved Plan with Insurance Vendor; and
6. Provide implementation manager experienced in EGWP Part D and Medicare Supplement
plans to manage the transition process and is a dedicated point of contact for County.
7. Obtain all necessary information from County on Eligible Members and Eligible
Dependents;
8. Obtain from Center for Medicare Services (“CMS”) an electronic eligibility return file;
9. Host kick-off meeting and retiree educational seminars (including providing advocates
for one-on-one meetings if needed) if applicable;
10. In coordination with Carrier send all qualified Eligible Members and Eligible Dependents
a Welcome Kit and Insurance card;
B. Ongoing Plan Management.
1. Help manage all eligibility maintenance in CMS’s approved format to ensure the County
does not need to change its software systems;
2. Compare the County’s eligibility information against Medicare to ensure no deceased
members are on file and to ensure PHI and address accuracy;
3. Accept eligibility updates electronically as determined by the County;
4. Provide the County with support as needed with all CMS filing and reporting
requirements;
5. Handle all group billing administration and collections as required by the County and
carriers;
EXHIBIT A
6. Verify eligibility and provide the County with full monthly eligibility, including amount
paid to the Insurance Vendor and names of Eligible Members for whom payments are
made each month;
7. Submit payment to Insurance Vendors in timely fashion to ensure uninterrupted coverage;
8. Prepare and make available reports, on services provided under this Agreement including:
a. Member Interaction Logs – A comprehensive report with information on what issues
members are calling about and average call times, so problems can be identified for
individual members;
b. Disruption Reports – Provide information on disruptions including the number of
tier exceptions, formulary exceptions, and appeals received;
c. Call Recordings – Provide individual call recordings upon request.
9. Coordinate with Insurance Vendors to provide County with monthly eligibility
maintenance and reporting;
10. Assist in preparation of benefit summaries for the selected Insurance Vendor’s Approved
Plan that are consistent with the County’s benefit plan requirements (including any
Summary of Material Modification (“SMM”) and Summary of Benefits and Coverage
(“SBC”), where applicable;
11. Perform all functions in compliance with CMS;
12. Manage all CMS Part D filings and requirements including Late Enrollment Penalty
(“LEP”) and Opt-Out assistance and low income subsidy (“LIPS”) assistance;
13. Provide dedicated County Account Representative who is an experienced Medicare
professional who manages the overall service experience for the County’s account;
14. Provide Account Management team to assist County with all aspects of plan maintenance;
15. Provide members with group specific regional dedicated County call-center number and
live member support (all calls can be handled in over 300 languages are TTY compatible),
including 10-year retention on all call recordings;
16. Provide Member Advocates whose services are dedicated to County and who are licensed,
AHIP certified health professionals and experts in the details of the Medicare system to:
a. Assist members with obtaining and retaining Medicare eligibility and enrollment in
accordance with CMS requirements;
b. Guide Eligible Members and Eligible Dependents through multiple plan options
when applicable;
c. Provide claims, billing and premium payment support;
d. Assist disabled members and members turning 65 with applying for Medicare;
EXHIBIT A
e. Provide proactive pharmacy and physician support to Eligible Members and Eligible
Dependents;
f. Assist with pharmacy related questions such as generic availability, prior
authorizations, and mail-order services;
g. Interface directly with Social Security, CMS and physicians on behalf of Eligible
Members to solve problems;
h. Assist Members and Dependents with copay/coinsurance and assist members with
getting incorrect amounts rectified;
i. Provide assistance with Part B medications and supplies;
j. Provide Eligible Members with solutions if formulary disruptions occur;
k. Assist with provider selection and alternative provider assistance;
l. Make resolution calls to all Eligible Members and Eligible Dependents to ensure that
issues raised have been resolved;
m. Assist with appeals to Medicare or the carrier if there is a coverage denial to ensure
Eligible Members and Eligible Dependents are obtaining all of the benefits of the
Approved Plan and Medicare;
17. Maintain records of the County for the duration of the Agreement and for ten (10) years
from the date of issuance or occurrence, including records and notations of all calls.
C. Benefit Renewals & Request for Proposal (“RFP”) Work.
1. Provide report to Trustees with comprehensive review of Insurance Vendor’s Approved
Plan (including competitive pricing and cost review);
2. Provide recommendations to the Trustees on the renewal options for subsequent calendar
year(s);
3. Negotiate with proposed Insurance Vendors to obtain best price for vendor agreements
for the following calendar year; and
4. Assist Trustees in handling renewal management and ongoing maintenance of Insurance
Vendor contracts.
D. CMS Plan Regulatory Notification Procedures.
1. Prepare CMS mandated Member communications;
2. Prepare County Specific Announcement Letters; and
3. Prepare and file Group Creditable Coverage attestation filing.
Medical Supplement Financial Rate Summary Prepared for: County of Fresno
Plan: Med Sup - County of Fresno - United American 2020
Medical Supplement Carrier: United American
Rate Period: 1/1/2020 - 12/31/2020
Medical Supplement Premium - $189.50 PMPM
Medicare Part A Services Member Pays
Part A Deductible $0
Part A Coinsurance $0
Skilled Nursing Facility Care $0 (days 1-100)
Emergency Room $0
Medicare Part B Services
Part B Deductible $0
Part B Coinsurance $0
Primary Care Visit $0
Specialist Visit $0
Part B Excess Covered Yes
Medical Supplement Coverage Specifications
Medical Out-of-Pocket Maximum N/A
Foreign Travel Coverage
$250 deductible and 20% coinsurance for medically
necessary emergency care services beginning during
the first 60 days of each trip outside the USA up to a
$50,000 lifetime maximum.
Medical Supplement Stipulations
• Network open to any medical facility that accepts Medicare in all 50 states to include U.S . territories.
• The proposed plan premium rate includes all insurance fees and administrative costs.
• The rates provided are quoted on a full replacement basis.
• Price above is based on census provided. We reserve the right to rerate this policy pending any new census information.
EXHIBIT B
Medical Supplement Financial Rate Summary Prepared for: County of Fresno
Part D Financial Rate Summary Prepared for: County of Fresno
Plan: EGWP - County of Fresno - United HealthCare 2020
Part D Carrier: United HealthCare
Rate Period: 1/1/2020 - 12/31/2020
Part D Pharmacy Premium - $228.80 PMPM
Pharmacy Coverage Member Pays
Prescription Deductible $0
Retail 30 Day Supply
Tier 1-A (Preferred Generics) N/A
Tier 1 (Generics) $0
Tier 2 (Pref. Brands) $20
Tier 3 (NP Brands) $30
Tier 4 (Specialty) ⃰ $20
Retail 90 Day Supply
Tier 1-A (Preferred Generics) N/A
Tier 1 (Generics) $0
Tier 2 (Pref. Brands) $50
Tier 3 (NP Brands) $75
Tier 4 (Specialty) $50
Mail-Order 90 Day Supply
Tier 1-A (Preferred Generics) N/A
Tier 1 (Generics) $0
Tier 2 (Pref. Brands) $50
Tier 3 (NP Brands) $75
Tier 4 (Specialty) $50
Part D Coverage Specifications
Prescription Out-of-Pocket Maximum N/A
Drug Formulary Most Comprehensive (Open)
Lifestyle Drugs Covered Yes
All Non-Part D Drugs Covered Yes
Utilization Management Prior Authorizations, Quantity Limits and Step Therapy
Coverage Gap Full-Coverage
Catastrophic Coverage The greater of 5% or $3.60 for generics and $8.95 for all other drugs,
not to exceed the copays above.
*Most specialty drugs can only be dispensed up to a 31-day supply at retail
Part D Stipulations
• The plan premium rate includes all Medicare Part D subsidies with no additional subsidy filing needed.
• The catastrophic coverage phase begins once the true out-of-pocket costs has reached $6350 in 2020 per CMS.
• Network of over 60,000+ locations including all major chains, supermarkets, and mom/pop stores.
• All Part D drug plans are creditable coverage; therefore, Creditable Coverage Notices are not required.
• Price above is based on census provided. We reserve the right to rerate this policy pending any new census information.
Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit C
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5)Authorized Signature
Signature: Date: