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Backup Documents 02/23/2021 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUR; 6 E 3 Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office 4. BCC Office Board of County )' Commissioners , 3' 4. Minutes and Records Clerk of Court's Office ACC 3s-at to•.; iA 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez/PURCHASING Contact Information 239-252-8407 Contact/Department Agenda Date Item was February 23rd.2021 Agenda Item Number 16.E.3 Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 17-7091 AMAYA number if document is AMAYA SOLUTIONS, INC to be recorded SOLUTIONS, INC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 02/23/2021 and all changes made during is`no` the meeting have been incorporated in the attached document. The County a option for Attorney's Office has reviewed the changes,if applicable. ii is line. 9. Initials of attorney verifying that the attached document is the version approved by the , I A is not BCC,all changes directed by the BCC have been made, and the document is ready for the 111 _' t-ion for It Chairman's signature. ne. i 2 2021 Risk Management 16Ej Ann P. Jennejohn From: Ann P.Jennejohn Sent: Friday, March 5, 2021 12:52 PM To: SuarezJessica Subject: Item #16E3 Contract#17-7091 Assumption Agreement (2-23-21 BCC Meeting) Hi Jessica, The Awtaya Solutions, Inc. Assumption Agreement, Itew► #16E3 from tke February 23, 2021 BCC Meeting, has been scanned in and is available online. Thank you! Ann Jennejohn I3MR Senior Deputy Clerk 11 013 iYH/�i, Clerk to the Value Adjustment Board 4.4". $`%, Office: 239-252-8406 Fax: 239-252-8408 (if applicable) Ann.Jennejohn@CollierClerk.com Office of the Clerk of the Circuit Court y��'ktt"ten t� & Comptroller of Collier County 3299 Tamiami Trail, Suite #401 Naples, FL 34112-5324 www.CollierClerk.com i 16( 3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this of 1Qi1 , 2021 by and between Amaya Solutions,Inc. ("Amaya")and Collier County,a political subdiv'on of the State of Florida("County"). WHEREAS, on April 11, 2017 (Agenda Item 16C4) the County awarded Agreement No. 17-7091,"Countywide Chemicals,"to American Water Chemicals,Inc. ("AWC"),attached hereto as Exhibit"A" (hereinafter referred to as "Agreement"); and WHEREAS,on October 1,2020,Amaya,a Florida for profit registered corporation,which is owned and controlled by part of AWC's ownership group, acquired all of AWC's assets as memorialized in attached Exhibit"B;"and WHEREAS, AWC sent the County correspondence dated September 10, 2020, which is attached hereto as Exhibit"C,"seeking the County's consent to the assignment of the Agreement; and WHEREAS, Amaya, hereby represents to Collier County that by virtue of an acquisition AWC's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the parties wish to formalize Amaya's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Amaya accepts and assumes all rights, duties, benefits, and obligations of AWC under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. Amaya will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to Amaya shall be directed to: CONSULTANT: Amaya Solutions, Inc. 1802 Corporate Center Lane Plant City, Florida 33563 Phone: 813-220-4703 Attention: Mohannad Almalki, CEO Page 1 of 2 CA 16E3 5. The County hereby consents to Amaya's assumption of the Agreement in order to continue the services provided under Agreement No. 17-7091. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Amaya as it would have AWC for all purposes under the Agreement. Except as provided herein,all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K.Kinzel,Clerk COLLIER COUNTY,FLORIDA &Comptroller By: By: / a , QC . Penny Taylo , hair osigni Clerk Approved .. • Form and Le!ality: By: P ..ty County Attorney Amaya's Witnesses: Amaya Solutions,Inc. By: tereig'" .First Witness S. ature sub � 107 20• retie Ky(L ' r azt Cit.a r Type/print signature and titleT TType/print witness nameT /a/WA_ Seconds Item# t(OG� ' trc)oke. f-arr(c TType/print witness nameT Datea a-a3 Date 2:52.1 Page 2 of 2 Rec d 11:44161q5 C EXHIBIT A 1 6 E 3 AGREEMENT17-7091 for Countywide Chemicals THIS AGREEMENT, made and entered into on this 11,4\- day of 2017, by and between American Water Chemicals, Inc., authorized to do business in the State of Florida, whose business address is 1802 Corporate Center Lane. Plant City. Florida 33563, (the "Contractor) and Collier County, a political subdivision of the State of Florida, (the 'County"). WITNESSETH: AGREEMENT TERM. The Agreement shall be for a three (3) year period, commencing on Date of Board award, and terminating three (3) years from that date, or until such time as all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. This Agreement shall have two (2) additional, one (1) year renewals, renewable annually. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. The County Manager. or his designee. may, at his discretion extend the Agreement under ail of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence services upon the issuance of a Purchase Order. 3 STATEMENT OF SERVICES. The Contractor shall provide specified Chemicals for various County Departments/Divisions in accordance with the terms and conditions of Invitaticn to Bid (ITB) #17-7091 and its Scope of Work, hereby incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any products will be purchased from the Contractor. Rather, this Agreement governs the rights and obligation of the procedure to obtain Products and all Services undertaken by Contractor for the County pursuant to this Agreement during the term and any extension of the term of this Agreement. Any County Agency may utilize the products offered under this Agreement, provided sufficient funds are included in the budget(s). ‘‘‘. 1 6 E 3 3.1 The Contractor is the Primary for the chemical(s) listed on Exhibit A — Price Schedule. If the Primary Contractor cannot provide requested product(s) within the timeframe specified by the user division, then the Secondary Contractor will then be contacted as listed on Exhibit A— Price Schedule. 3,2 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the units actually ordered and furnished at the unit price in Exhibit B — Fee Schedule and in accordance with Section 4.1. 4.1 Price Methodology: Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials; equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification required). 4.2 Any County agency may obtain products and services under this Agreement, provided sufficient funds are included in their budget(s). 4,3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5, SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6, NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: American Water Chemicals, Inc. 1802 Corporate Center Lane Plant City, Florida 33563 Phone: 813-246-5448 Fax: 813-623-6678 Attn: Rudy Canezo, Treasurer Email: customerservice@membranechemicals.com Page 2 of 10 Agreement#17-71)91 "Countywide Chemicals" Nmeriyan Witter chcmiciils, 1 6E 3 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to Public Utilities Wastewater Division 8005 Vanderbilt Beach Road Naples, 34120 Attention: Howard Brogdon, Plant Manager c/o Steve Messner, Director, Water Phone: 239-252-5252 Fax: 239-252-6450 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80; F.S,, all permits necessary for the prosecution of the Work shall be obtained by the Contractor, The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor, In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever. County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor, Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct. or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. l'a2c,' $ of II) a 17-7(N (11,..1;11t<1k- ‘A.1k;: E 3 .4 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination The Contractor shall not be entitled to any other or further recovery against the County. including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11 NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows. A Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Single Limit Per Occurrence $2,000.000 aggregate, for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations: Independent contractors, Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability This shall include Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D Pollution Coverage must include a minimum limit of $1,000.000 for occurrence. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages. or economic loss, to the extent caused by the negligence, recklessness. or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County 4 10 \:!rconk.nt Tc',1 Countv,vids., hoinK dk" ,,(Ihn'On Chvlidc;ik. (7:6), 1 6 E 3 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Wastewater Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ITB #17-7091-Scope of Work, and Exhibit A— Fee Schedule. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18, PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Page 5 of 10 Agreement#17-7091'Countywide Chemicals' Aineri:tin ater Climucak, raN/ 1 6 E 3 Public Records Law Chapter 119, including specifically those contractual requirements at F S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter or as otherwise provided by law, 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 the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES, Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. r,z1.,!,:;.ô 01 o w:kle Aincrican Ur c. Inc a 1 6 E 3 21, AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22 ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23, DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla, Stat, 24 VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/PROJECT or AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the project/services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates or dates set forth in the Project Schedule. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. OR if there are no Key personnel, just staff, use the following: 25. PROJECT or AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement/project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed Page 7 of I 0 Agreement#17-709.1"Countywide Chemicals"' Amerit:tut Water Chemwcils,In,: 1 6 E 3 necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor's shall assign as many people as necessary to complete the Choose. project/Agreement/required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the Choose: required service delivery dates/dates set forth in the Project Schedule. 26, ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the ITB, the Contractor's Proposal, and/or the County's Board approved Executive Summary. the Contract Documents shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28, SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement, This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractors employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMORS(PD,colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. l'av,e 8 of 1c A;rvkilwIlt#17-7091 'C,,untywILIv Chomic,11,, Nnwric:11, Cheln),,ik 1 6E 3 IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written, BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE C NTY, FLORIDA Dwight E. Brock 'Clerk of Courts ,,....„ .., , , By: VAA,/\,‘'.',--- ','\,:kr•-7\s"--7, -,'r By: Penny T r, Chair , ,4' ) ( / - Dated: ' 1 ti - 'ilkt (Seal) Attest as to Chairman's signature only. American Water Chemicals, Inc. Contractor ...., . . By: .k.,-„--,.----L- First Witness 'Signature . k a.:i\'t(1 Type/Print Witness Name Typed Signature 11 ', Second, fitness Title '1) , ,..,nt, L...5e..,,rsie Type/Print Witness Name ARlIta ed as t - or and Legality: ) ..e....4,, L tant County Attorney 0 eipik404 Page 9 of 10 Agreement#17-70q1"Countywide Chemicals A mcncan Water Chemicals,In,:, 0 I 6E 3 Exhibit A — Price Schedule Item Product l Description Unit of I Rank ; Vendor l Cost Measure Corrosion Inhibitor (ortho- i American ! 4 W-4 ; lbs , Primary , $0,295 polyphosphate) 80-20 Water Corrosion Inhibitor (ortho- 4 ! W-4 lbs Secondary ; Chemrite - polyphosphate) 80-20 l 9 ' W-9 Scale Inhibitor lbs Primary American S0.71 , Water 9 : W-9 Scale Inhibitor lbs l Secondary ; King Lee - i _..., ; C1/4 Page I 0 of I 0 Agreement#17-70)1 'Co un ry,Aid e Chernicals' American Water Chemicals.Inc I 6 E 3 Client#: 1696523 131AMERIENG ACORDI. CERTIFICATE OF LIABILITY INSURANCE DATE(MIWDD/YYYY) 4/19/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSUREI5,ihe policy(ies)must be erdOiieifif-SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER !CONTACT i NAME: B8&T Insurance Services,Inc. PHONE- 407 691-9600 1 F-Ar— 888 635-4183 _i.kic.212,Ext): INC,No): - PO Box 4927 EMAR. " Orlando,FL 32802-4927 ADDRESS: " 407 691 960 INSURER(S)AFFORDING COVERAGE - NAM# 0 1 INSURER A;Evanston Insurance Company 35378 ........_.. INSURED ! INSURER B:Owners Insurance Company 132700 American Engineering Services Inc I INSURER C: 1802 Corporate Center Ln D: Plant City,FL 33563 'INSURER INSURER B: I INSURER F COVERAGES CERTIFICATE NUMBER: 16/17 GL BAI/Auto REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IT-- LTR TYPE OF INSURANCE iINSR;ADDLISW:N WVD! POLICY NUMBER ..(2.0.1g7,410.88YrNey(P)i LIMITS A x'COMMERCIAL GENERAL LIABILITY 1 16PKGSE20192 4/29/2016104/29/2017 EACH OCCURRENCE 1 ___.... --- 1 CLAIMS MADE ri OCCUR : : RatikfiagQierence) $100 000 X Deductible: $5,000 I ME D EXP{Any one person) $ .,000 PERSONAL&ADV INJURY stpoo,000 . GEN'L AGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE $2,000,000 I POLICY I i MT r _1 LOG Ii PRODUCTS•COMP/OP AGG $2,000,000 i 1 I OTHER: $ ._,.... B AUTOMOBILE LIABILITY 4947152201 5/01/2016 05/01/20115.ioxiTzvNci..E.LIMIT si,000,000 ........... i ANY AUTO I BODILY INJURY(Per person) $ : ALL OWNED 1"I:le SCHEDULED BODILY INJURY(Per accident) $ AUTOS : AUTOS vi NON-OWNED IT,ROPERTY DAMAGE $ X HIRED AUTOS L,,," .AUTOS I(Per accident) -..- I I , -i I$ , A UMBRELLA LIAB _IX OCCUR !16EFXSE20080 4/29/2016 04/29/2011 EACH OCCURRENCE '$5 000 000,X EXCESS LIAB CLAIMS-MADE '. 'AGGREGATE !$5 000 000 ,pEp, 1 1 RETENTIONS 4, ;$ .T_ _____ .. •• OH-' WORKERS COMPENSATION 1 PERTun:. 1 .I.Efi ' . . .....-, AND EMPLOYERS'LIABILITY . . ' t . ANY PROPRIETOR/PARTNERJEXECUTIVE!Y/N I E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? I N/A , (Mandatory In NH) . E.L.DISEASE-EA EMPLOYEE $ . If yes,describe under . • DESCRIPTION OF OPERATIONS beow -4, EL.DISEASE.POLICY LIMIT $ ..................._ . A Contr.Pollution :;.• 16PKGSE20192 04/29/201604/29/2017 $1,000,000 Ea Condition •..•. . $5,000 Deductible •DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Renewal Contract 12-5845-County-Wide Chemicals Insured name continued:American Water Chemicals,inc.dba Alkema Solutions, Inc. Additional Insured status is granted with respects to General Liability per endorsement"Additional Insured (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail,East Naples, FL 34112 AUTHORIZED REPRESENTATIVE 00.4rt,44(0,44WaC 1 Cc...'1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S16017700/M16017380 MOCO 16E3 DESCRIPTIONS (Continued from Page 1) Owners, Lessees or Contractors-Blanket"form#CG 20 10 07/04 and"Additional Insured-Owners, Lessees or Contractors-Completed Operations-Blanket"form#CG 20 37 07/04 Additional Insured status is granted with respects to Automobile Liability per endorsement"Automatic Designated Insured-Blanket Coverage"form#89304 07/10 SAGITTA 25.3(2014/01) 2 of 2 #S16017700/M16017380 1 6E 3 POLICY NI.lMElER'15PKGSE2O192 COMMERCIAL GENERAL LIABILITY CC201007C4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the for owing: COMMERCIAL GENERAL LEAS LITY COVERAGE PART SCHEDULE Name Of Additional Insured Pe rsnnis} Or Organization(sf: Location(s)Of Covered Operations Any person(s)ar org solution(s)to wncm the insured Contracting work or contracting operations agroos to provide Additional Insured status ir•a written performed under a written contract by you or ou:diaul aiyi it'd Loy Lulh pndiea ouLl exewled prim lu the on your behalf(or'others at a location that you oomrnen rnent of operations. do not own,control or rent,or occupy other than for tree purpose of the perforrnancn of your ongoing operations. Inform:Won required to complete tIi: Sr;iitdule,if not 5htwr stutwo,will ue shown III Elle Du daralilun u. A. Section II — Who Is An Insured is emended to B. Selith respect :o the insurance affnttled to these irdudr. A, cm nddriinnol insured tl-o fer an(o) or additional Infurrdo, The following additional exclu- c:r anizoliurt(s) shown in the ScEleatic, hilt only sic5r+s Apply with resdeCt to liability for"bodily injury'. 'property Thls ici ur'8licc do no:apply to"bocl y injt.ry'' or dan1aga' or 'pe^sonal and advertising injury" 'property dantago"oeeuring Atlor: caused,in wt ole or n part,ay: 1, All work, inducing rn3terials, pars or equip- 1. Your acts or omissions;Of went `urnishod in coaraction with cud work, 2. The acts or omissions of those acting on your on the project(othcrtnan scrvirc,mairltcnanCC behalf; or repairs)to oe perforated by or on behalf of in the performance of your onpcinc operations for the additional insur>cir) at :he tocAiion :1f the the oddi:ional insured(s) at the location(s) desig ca eared operations ras h,en rnr Inl r:.;or rated ahnvn. • CG 20 10 07 04 +ta ISO Properties, Inc:,,2D04 Page 1 of 2 ❑ l6E3 2 Tflat portion of"your work" out of which etc: injury or damage adscs has been put to Its in- tended use by arty person or Organization nth- Or than another contractor of suecantraa;lcr erxaaaed in perfonnlrls7 operat:ma for a pr.nc:. pal a=:a part ofthc same project. Pape 2 012 0 ISO Prtte tie.s,ire.:.,204 CO tO 10 07 04 p 16E3 POLICY NUMBER:15=KGSE20142 COMMERCIAL GENERAL LIABILJTY CG203707D4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS Thin endorsement rncdifios insurince provided under the iollo•.vintj COMMERCIAL C ENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional tnsurcd Persons} Location And Description Of Completed Opera- Or Or.anization s): tions Any perso:t(s)o'organiintion(s)to whom the insured Contracting wort or contracting operations perfoirned agrocs to provide AdditijnuI Insuretl-Co pleted under a written contrail by yci ri on your behalf for Operatixu status In swrltter contract signed by both othars ate location that ycu do not own,control or rent, partlos and executed prior to the rnrnmenremant of orncnupy other than for the puipose of the o pur rit on s perEormartco of your ongoing operations. 11forrn7ticn regLiret to complete to a sa'teaule,If not shown above,will be drown in the Declsrcticrs. Section II - Who Is An Insured Is amended to include es an edcitiana; irst.rod the persons) or orpanizatInr(s)titirnvn in rill nr.hreduIe, but only:vifh rasped to liability for "bodily inttry" Of "property damage'rtrusctl,in whole or i t pail, by'your work' st the .008lion deslgnttod and described in the scnedule of this endorsement per'onr.eil iir tIi 1 additional insured end included fn Up; "pmdircl:- cornpletad operations hazard". • CG 2a 37 U7 04 ISO Properties,Inc.,ZG04 Paye 1 of I 0 16E3 89304(7-10) AUTOMATIC DESIGNATED INSURED - BLANKET COVERAGE Automobile Policy SECTION II-LIABILITY COVERAGE is provided to any The insurance provided by this endorsement does not person or organization only to the extent such person or apply to any extension of SECTION II -LIABILITY COV- organization is liable for your conduct arising from an ERAGE provided elsewhere in this policy. automobile to which SECTION II -LIABILITY COV- ERAGE applies. All other policy terms and conditions apply. 89304(7-10) Page 1 of 1 16E3 } F.f. r F K � 5y+� � ��$ r: r t�'� ?p�..' V L �,' t ' 1.: litj'Y 'ti FoS� _• } }� .❑ }�F •�1J x 'L. , S.s:.4 • �4#' £'. ' L +3C f ur-6�r. w� +r 9 4 "� 0 w r � • 't1T- a eC �FJ`*r D TE MM/oD/YYYY1� ' tf}r � D� �J £ CERTI I O L1 IBILI: = It SI• , .,. CE�A d• `, 2 �•• '} ,tl ,2 ,.-a::l ,:.3e'i:,r,illt: -M:,R.4 3-...-ate , 's il",,t1 . .sex...—. ,' u . �[.-,. w..:L-, ,.w wieek ^4 r THIS,CER IFICATI IS ISSUED�AS A'(MATTER OF INFORMATION ONLY AND,CONFERS,NO RIGHTS UPON-THE,CERTIFICATEHOLDER.TH(S) I s CERTIFICAT DOES NOTi AF IRMA IVELY`OR NEGATIVEL AMEND EXTEND ORALTER THE COVERAGE AFFORDED'BY THE POLICIES { BELOIN./THIS CERTIFICATE OF INSURANCE DOES-NOT CONSTITUTE:A CONTRACT BETWEEN THE ISSUING INSURER(S)'AUTHORIZES 4 5i �:, REPRESENTATIVE OR PRODUCER;AND THE CERTIFICATE HOLDER.- - - " ' ; , � I.r, IMPORTANT::If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be ;. endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A , statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT • Aon Risk Services,Inc of Florida Ann Risk Services,Inc of Florida NAME: ' tool 8rickea Bey Dive,Sude#1100 PHONE FAX Miami,FL 33131-4037 A/C No,Eel):800-743-8130 INC,No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center Aon.com INSURER(S)AFFORDING COVERAGE NAIL 8 INSURER A: Illinois National Insurance Co 23817 INSURED ADP TotalSource III,Inc. INSURER 8 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D: American Water Chemicals,Inc DBA Alkema Solutions,Inc 1802 Corporal°Center Lane, INSURER E Plant City,FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER: 1320151 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP UMITS LTR INSR WVD (MM/DD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) S MED EXP(Any one person) S PERSONAL S ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE S POLICY I I PROJECT LOC PRODUCTS-COMP/OP AGG S OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) S ANY AUTO BODILY INJURY(Per person) S —OWNED SCHEDULED —AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY —AUTOS ONLY (Per accident) S — UMBRELLA UAB ^OCCUR EACH OCCURRENCE S - EXCESS LIAR CLAIMS-MADE AGGREGATE S DEC RETENTION S WORKERS COMPENSATION X PERTUTE OTH- ER AND EMPLOYERS'LIABILITY Y I N A ANY PROPRIETOR/PARTNER/EXECUTIVE WC 061139701 FL 7/1/2016 7/1/2017 E L.EACH ACCIDENT S 2,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 2,000,000 II yes,descried carder DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT S 2,000,000 DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES(ACORD 101.Additional Remarks Schedule,may be attached If more space Is required) All worksite employees wakn0 for AMERICAN WATER CHEMICALS,INC DBA ALNEMA SOLUTIONS,INC,paid under ADP TOTALSOURCE.INC's payroll,ate covered under the above stated policy. AMERICAN WATER CHEMICALS.INC DBA ALKEMA SOLUTIONS.INC.is an alternate employer under this pokey CERTIFICATE HOLDER CANCELLATION Collier County Board of Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Tamiami Trail,East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE dIon 0144 6etvlces, 2rt c of cflotida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1012400 - 16E3 EXHIBIT B 16E3 BILL OF SALE THIS BILL OF SALE (this"Bill of Sale"),dated as of October 1,2020(the"Effective Date"), is by and between AMAYA SOLUTIONS,INC.,a Delaware corporation("Buyer"), and AMERICAN WATER CHEMICALS INC.,a Delaware corporation("Seller"). The Buyer and the Seller are sometimes herein referred to collectively as the"Parties"and individually as a"Party." BACKGROUND A. The Seller, the Buyer and American Engineering Services Incorporated are parties to an Asset Purchase Agreement,dated of even date with this Bill of Sale(the"Purchase Agreement"). Pursuant to the Purchase Agreement,the Seller has agreed to sell,assign,transfer, convey and deliver to the Buyer, and the Buyer has agreed to purchase,acquire and accept from the Seller, all right, title and interest of the Seller in and to the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. B. This Bill of Sale is being executed to evidence and effect the sale,assignment, transfer, conveyance and delivery of the Purchased Assets to the Buyer by the Seller in accordance with the terms of the Purchase Agreement. NOW,THEREFORE,in consideration of the foregoing and the respective representations,warranties, covenants and agreements set forth in the Purchase Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Definitions. Capitalized terms used and not defined herein will have the meanings ascribed to them in the Purchase Agreement. 2. Bill of Sale from the Seller. In consideration of the Purchase Price, Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer, in accordance with the Purchase Agreement, all of Seller's right,title and interest in and to the Purchased Assets, free and clear of all Encumbrances,other than Permitted Encumbrances. 3. Excluded Assets. The Purchased Assets will not include, and the Buyer will not purchase,acquire or otherwise obtain,any right,title or interest in,to or under any Excluded Asset. 4. Binding Effect. The Purchased Assets are hereby transferred unto the Buyer and unto its successors and assigns forever, and this Bill of Sale will be binding on each Seller and its successors and assigns. 5. Further Assurances. Seller will take, or cause to be taken, such actions or execute and deliver, or cause to be executed and delivered,to the Buyer such other documents as the Buyer may reasonably request in order to further evidence the sale by the Seller to the Buyer of the Purchased Assets in accordance with the terms of the Purchase Agreement. 6. No Waiver or Modification; Subject to Purchase Agreement. Nothing contained in this Bill of Sale will be construed as a waiver of or limitation upon any of the rights or remedies 000160.00705 Business 19932524v3 I6E3 of the Parties as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or document delivered by the Parties pursuant to the Purchase Agreement. This Bill of Sale is not intended to create any broader obligations of the Parties than those contemplated in the Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement will govern and control. Neither this Bill of Sale nor any term hereof may be changed,waived,discharged or terminated other than by an instrument in writing signed by the Seller and the Buyer. This Bill of Sale is subject to all of the representations,warranties,covenants,exclusions and indemnities set forth in the Purchase Agreement, all of which are incorporated herein by reference. 7. Governing Law. This Bill of Sale will be governed by,and construed and enforced in accordance with,the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 8. Counterparts;Electronic Signatures. This Bill of Sale may be signed in counterparts,each of which will be an original,with the same effect as if the signatures thereto and hereto were upon the same instrument. The electronic transmission of any signed original counterpart of this Bill of Sale will be deemed to be the delivery of an original counterpart of this Bill of Sale. [Signatures on Following Page] l6E3 IN WITNESS WHEREOF, the Parties have executed this Bill of Sale as of the Effective Date first above written. BUYER: AMAYA SOLUTIONS, INC. By. oha d Ahnal resi and .0 SELLER: AMERICAN WATER CHEMICALS INC, By: Rudy'anezo,Treasurer and Secretary 26E3 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(this"Agreement"), dated as of October 1,2020 (the"Effective Date"), is by and between AMAYA SOLUTIONS, INC., a Delaware corporation("Buyer"), and AMERICAN WATER CHEMICALS INC.,a Delaware corporation("Seller"). The Buyer and the Seller are sometimes herein referred to collectively as the"Parties"and individually as a"Party." BACKGROUND A. The Seller, the Buyer and American Engineering Services Incorporated are parties to an Asset Purchase Agreement,dated of even date with this Agreement(the"Purchase Agreement"). Pursuant to the Purchase Agreement,the Seller has agreed to sell, assign,transfer, convey and deliver to the Buyer,and the Buyer has agreed to purchase,acquire and accept from the Seller, all right,title and interest of the Seller in and to the Assigned Contracts, and Buyer has agreed to assume the Assumed Liabilities,as set forth in the Purchase Agreement. B. This Agreement is being executed to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Assigned Contracts by the Seller,and the assumption of the Assumed Liabilities by the Buyer,in accordance with the terms of the Purchase Agreement. NOW,THEREFORE,in consideration of the foregoing and the respective representations,warranties,covenants and agreements set forth in the Purchase Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1. Definitions. Capitalized terms used and not defined herein will have the meanings ascribed to them in the Purchase Agreement. 2. Assignment. Seller hereby assigns and transfers to the Buyer all of Seller's right, title and interest in and to all of the Assigned Contracts. 3. Assumption. On and subject to the terms of the Purchase Agreement,Buyer hereby assumes and agrees to pay,perform and discharge,when due in accordance with the terms thereof, the Assumed Liabilities,which shall include the Assigned Contracts. 4. Further Assurances. Each Party will take, or cause to be taken, such actions or execute and deliver,or cause to be executed and delivered,to the other Party such other documents as the other Party may reasonably request in order to further evidence the assignment and assumption under this Agreement in accordance with the terms of the Purchase Agreement. 5. No Waiver or Modification; Subject to Purchase Agreement. Nothing contained in this Agreement will be construed as a waiver of or limitation upon any of the rights or remedies of the Parties as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or document delivered by the Parties pursuant to the Purchase Agreement. This Agreement is not intended to create any broader obligations of the Parties than those contemplated in the Purchase Agreement,and in the event of any ambiguity or conflict between the terms hereof and the Purchase Agreement, the terms of the Purchase Agreement will govern and control. 000160.00705 Business 19932609v3 I6E3 Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by the Seller and the Buyer. This Agreement is subject to all of the representations,warranties,covenants,exclusions and indemnities set forth in the Purchase Agreement, all of which are incorporated herein by reference. 6. Governing Law. This Agreement will be governed by,and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 7. Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The electronic transmission of any signed original counterpart of this Agreement will be deemed to be the delivery of an original counterpart of this Agreement. [Signatures on Following Page] ! 6E3 IN WITNESS WHEREOF,the Parties have executed this Assignment and Assumption Agreement as of the Effective Date first above written. BUYER: AMAYA SOLUTIONS, Bar: Mohr ie malki, sld and CEO SELLER: AMERICAN WATER CIIF: IICA.LS INC:. By: RucJ anezo.Treasurer and Secretary 1 6E3 EXHIBIT C ! 6E3 Consent to Assignment September 10, 2020 Collier County Procurement Services Division 3295 Tamiami Trail E. Naples, FL 34112 Re: Contract #17-7091, dated as of 4/11/2017, by and between Collier County, and American Water Chemicals, Inc.(the"Agreement") Reference is made to the above-described Agreement between you and American Water Chemicals,Inc.("AWC"). As part of a corporate reorganization, AWC intends to transfer all of its assets to Amaya Solutions, Inc., a Delaware corporation ("Amaya"). Amaya is owned and controlled by part of AWC's ownership group, and Amaya will be managed by the team that managed AWC prior to the transfer. Following the transaction, Amaya will transact business using the name American Water Chemicals, and the contact information of Amaya will be the same as the information for AWC. In connection with this transaction,AWC intends to assign the Agreement to Amaya subject to the County's approval. By signing below, the County hereby consents to, accepts and acknowledges the assignment as set forth in numbered paragraph 27, Assignment, of the Agreement. Further, in anticipation of the County's consent Amaya has signed and attached a copy of the County's standard Assumption Agreement(the"Assumption Agreement"). Please acknowledge your consent and agreement to the assignment by signing a copy of the attached Assumption Agreement and returning it to AWC at the address or email address set forth above by October 2, 2020. Signatures delivered via email (.pdf or similar format) or by facsimile will be deemed original signatures for purposes of this letter. Thank you for your prompt attention to this matter. Sincerely, American ater Chemicals In . By: Mo nad Almalki,CEO Detail by Entity Name Page 1 of 2 l6 € 3 Florida Department of State DIVISION OF CO ,Rarr�NS ',f DJYlilrtl of Dui ujJirurl nehute Department of State / Division of Corporations / Search Records / Search by Entity Name/ Detail by Entity Name Foreign Profit Corporation AMAYA SOLUTIONS, INC. Filing Information Document Number F20000003944 FEI/EIN Number 84-4097612 Date Filed 09/11/2020 State DE Status ACTIVE Principal Address 1802 CORPORATE CENTER LANE PLANT CITY, FL 33563 Mailing Address 1802 CORPORATE CENTER LANE PLANT CITY, FL 33563 Registered Agent Name&Address ALMALKI, MOHANNAD 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Officer/Director Detail Name&Address Title DIRP,SEC ALMALKI, MOHANNAD 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Title DIR ALMALKI, MAZEN 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 Title TREASURER CANEZO, RODOLFO B 1802 CORPORATE CENTER LN PLANT CITY, FL 33563 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/23/2021 Detail by Entity Name Page 2 of 2 I6E3 Annual Reports Report Year Filed Date 2021 01/18/2021 Document Images D1/18/2021--ANNUAL REPORT View image in PDF format 09/11/2020--Foreign Profit View image in PDF format Florida Department or State,Division or Corporations http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai l?inquirytype=Entity... 2/23/2021 I6E3 Client#: 2211638 131AMERIWAT YYYY) ACORD,„ CERTIFICATE OF LIABILITY INSURANCE 1/13 DATE(M/2021 M/DDIM/DD/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: McGriff Insurance Services PHONE 407 691-9600 FAX 888-635-4183 PO Box 4927 E-MAIL o,Ext): (A/C,No): ADDRESS: Orlando, FL 32802-4927 INSURER(S)AFFORDINGCOVERAGE NAIC# 407 691-9600 Evanston Insurance Company INSURER A: P Y 35378 INSURED INSURER B:Owners Insurance Company 32700 Amaya Solutions Inc dba INSURER C:United Financial Casualty Company 11770 American Water Chemicals Auto Owners Insurance 18988 1802 Corporate Center Lane INSURER D INSURER E: Plant City, FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE - INSRW VD POLICY NUMBER POLICY EFF POLICY EXPIY{MM/DDIYYYY) (MM/DDYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X MKLV2ENV101925 10/13/2020 10/13/2021_EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(I a occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- PRODUCTS-COMP/OPAGG $2 POLICY JECT LOC ,000,000 OTHER: $ B AUTOMOBILE LIABILITY FL-4947152204 10/20/2020 10/20/2021 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 C _ ANY AUTO CA -028106570 10/21/2020 10/21/2021 BODILY INJURY(Per person) $ B AUTOSO ONLY X SCHEDULED KY-4947152205 10/20/2020 10/20/2021 BODILY INJURY(Per accident) $ AUTOS D X AUTOS ONLY X NON-OWNED OH -4947152206 10I20I2020 10/20/2021 PROPERTY DAMAGE AUTOS ONLY (Per accident) $ A UMBRELLA LIAB X OCCUR MKLV2EFX100584 10/13/2020 10/13/2021 EACH OCCURRENCE $5,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER _ - ANY OFFICE /ME CED PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) _E.L.DISEASE-EA EMPLOYEE,$ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT j$ A Contr Pollution MKLV2ENV101925 10/13/2020 10/13/2021 $2,000,000 Transp Pollution MKLV2ENV101925 10/13/2020 10/13/2021 $1,000,000 Non-Own Disp Site MKLV2ENV101925 10/13/2020 10/13/2021 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: For any and all work performed on behalf of Collier County Certificate Holder is included as Additional Insured-Completed Operations if required by written contract for General Liability per CG2037(04/13). Blanket Waiver of Subrogation Applies per Automatic Transfer of Rights of Recovery Against Others to Us form MEEI 2592(08/19). Excess Liability policy is follow form. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS, 3295 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S27180847/M26693733 MOCO 16E3 A"CIORDCERTIFICATE OF LIABILITY INSURANCE DATE03/01/D/YYYV) 3/01/21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ass Risk Services,Inc of Florida NAME: Aon Risk Services,Inc of Florida 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131-4937 (A/C,No,Ext):800-743-8130 (A/C,No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center@Aon.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Insurance Co 23817 INSURED ADP TotalSource III,Inc. INSURER B 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D Amaya Solutions,Inc. 1802 Corporate Center Lane INSURER E Plant City,FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER:2779907 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ —ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY —AUTOS ONLY (Per accident) $ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- A AND EMPLOYERS'LIABILITY Y/N WC 027115060 FL 07/01/20 07/01/21 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for AMAYA SOLUTIONS,INC.,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. AMAYA SOLUTIONS,INC.is an altemate employer under this policy. Re:(17-7091)COUNTYWIDE CHEMICALS. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (lion�i6k eetviees, 2ae of cflotida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 b E 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE . Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 413/22- 2. County Attorney Office County Attorney Office T 2/)1.1) 4. BCC Office Board of County Commissioners i{a, flp,H 4. Minutes and Records Clerk of Court's Office l r l NIP- I)-'`�° l 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was FEBRUARY 23, 2021 Agenda Item Number 16.E.3. Approved by the BCC Type of Document CONTRACT Number of Original 1 Attached Documents Attached PO number or account N/A 22-7977 Allegiance Benefit number if document is Allegiance Benefit Plan Management, to be recorded Plan Management, Inc. Inc. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 12/13/2022 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County #.-41�nj an option for Attorney's Office has reviewed the changes,if applicable. RMC•P this line. 9. Initials of attorney verifying that the attached document is the version approved by the �= VEb N/A is not BCC, all changes directed by the BCC have been made,and the document is ready for DEC 1 3 an option for Chairman's signature. 2022 this line. nil*Mafia gement 16E3 REQUEST FOR PROPOSAL (RFP) # 22-7977 FOR "GROUP HEALTH & DENTAL PLAN ADMINISTRATION SERVICES" BETWEEN COLLIER COUNTY AND ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC. EFFECTIVE DATE: JANUARY 1, 2023 ATTACHED: ADMINISTRATIVE SERVICES AGREEMENT (42-pages) BUSINESS ASSOCIATE AGREEMENT (8-pages) Division Name: Risk Management Division 3311 Tamiami Trail East,Naples, FL 34112 Contract Administrator: Sonia Sweet, Manager- Group Insurance P: (239) 252-8966 E: Sonia.Sweet(&colliercountyfl.gov 16E3 Request for Proposal (RFP)#22-7977 "Group Health & Dental Plan Administration Services" ADMINISTRATIVE SERVICES AGREEMENT THIS Administrative Services Agreement(hereinafter"Agreement"), effective for the sixty (60) month period beginning January 1, 2023, and ending December 31, 2027, and may be renewed for two (2) additional one (1) year periods as mutually agreed by the parties in writing, is entered into by COLLIER COUNTY GOVERNMENT, a political subdivision of the State of Florida, (hereinafter referred to as the "Plan Sponsor"), and ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC., a corporation duly organized and existing under the laws of the State of Montana(hereinafter referred to as the"TPA") (collectively known as the"Parties"). WHEREAS,the Plan Sponsor sponsors self-funded employee welfare benefit plans (the"Plan"); WHEREAS, the Plan Sponsor desires to make available a program of health care benefits under the Plan; WHEREAS,the Plan Sponsor wishes to contract with an independent third party administrator to perform certain administrative services with respect to the Plan as described herein; WHEREAS, the TPA desires to contract with the Plan Sponsor to perform certain administrative services with respect to the Plan as described herein; and THEREFORE, in consideration of the promises and mutual covenants contained herein, the Plan Sponsor and the TPA enter into this Agreement for administrative services for the Plan. ARTICLE I: DEFINITIONS 1.6 "Complete Claim" means a claim for benefits for a Covered Person that has been submitted by a licensed For the purposes of this Agreement, the following words and Health Care Provider or the Covered Person, void of phrases have the meanings set forth below, unless the context any omissions of pertinent information, coordination of clearly indicates otherwise and, wherever appropriate, the benefits or liability issues,in a form satisfactory to TPA singular shall include the plural and the plural shall include the and with sufficient documentation to substantiate the singular. claim for benefits under the Plan that is necessary or required according to industry standards or 1.1 "Claim" means each bill, invoice, claim form or other requirements in order for the TPA to make a document representing a request for payment for determination of benefits under the Plan. medical, dental or vision services,which is received by the TPA. Each such document will be considered to 1.7 "Covered Person" is a person who is properly enrolled be one "claim", regardless of the number of itemized and entitled to benefits from the Plan. lines on the document and regardless of whether the document is a duplicate of previous documents or 1.8 "Covered Services" means the care, treatments, whether the services indicated on the document are services or supplies described in the Plan Document eligible for coverage under the applicable Plan. as eligible for payment or reimbursement from the Plan. 1.2 "Claimant"means a Covered Person or entity on behalf 1.9 "Creditable Coverage" means health or medical of a Covered Person,submitting expenses for payment coverage under which a Covered Person was covered or reimbursement from the Plan. prior to enrollment under this Plan which prior coverage was under any of the following: 1.3 "Claims Payment Account" means an account utilized by the Plan Sponsor for payment or reimbursement for (a) A group health plan; Covered Services, which account balances shall (b) Health Insurance coverage; constitute assets of the Plan Sponsor and not the Plan. (c) Part A, Part B or Part C of Title XVIII of the Social Security Act(Medicare); 1.4 "COBRA" means the Consolidated Omnibus Budget (d) Title XIX of the Social Security Act, other than Reconciliation Act of 1985 or the Public Health Service coverage consisting solely of benefits under Act, as amended, together with all regulations §1928 (Medicaid); applicable thereto. (e) Chapter 55 of Title 10, United States Code (active military and Cam 1.5 "COBRA Participant" means any person who is A of the (f) A medical care program of the Indian Health properly enrolled for and entitled to benefits from the Service or a tribal organization; Plan policy, pursuant to COBRA continuation (g) A state health benefits risk pool; coverage. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 1 of 42 REV.10-2022 16E3 (h) A health plan offered under Chapter 89 of 1.20 "Plan Document"means the instrument or instruments Title 5, United States Code (Federal that set forth and govern the duties of the Plan Sponsor Employee Health Benefits); and eligibility and benefit provisions of the Plan, which (i) A public health plan; or provide for the payment or reimbursement of Covered (j) A health benefit plan under§5(e)of the Peace Services. Corps Act. (k) A state Children's Health Insurance Program 1.21 "Plan Participant" is any employee, retiree or COBRA (CHIP). beneficiary who is properly enrolled and eligible for benefits under the Plan. 1.10 "Employer" means the Plan Sponsor and any successor organization or affiliate of such Employer 1.22 "Plan Year" means the twelve-month period of time which assumes the obligations of the Plan and this beginning with the effective date of the Plan as Agreement. specified in the Plan Document. 1.11 "ER ISA" means the Employee Retirement Income 1.23 "Qualified Beneficiary"means a Covered Person under Security Act of 1974, as amended, together with all the Plan Sponsor's Plan, who is eligible to continue regulations applicable thereto. coverage under the Plan policy in accordance with the applicable provisions of Title X of COBRA or §609(a) 1.12 "Fee Schedule"means the listing of fees or charges for of ERISA regarding Qualified Medical Child Support services provided under this Agreement. This Fee Orders, or in accordance with any similar applicable Schedule may be modified from time to time in writing state law. Qualified Beneficiary also means a child by the mutual agreement of the parties. The Fee born to, adopted or placed for adoption with a Schedule is contained in Appendix A and is a part of Participant or former Participant, who is a COBRA this Agreement. participant, at any time during active COBRA continuation coverage of that Participant or former 1.13 "Flexible Benefits Plan" for the Employees of Plan Participant. Sponsor, means the Flexible Benefits Plan which the Plan Sponsor has established pursuant to the Plan 1.24 "Qualifying Event"means: Document. (a) With respect to an eligible Participant: 1.14 "Health Care Providers" means physicians, dentists, hospitals, or other health care practitioners or health 1. The termination (other than by reason of care facilities that are duly licensed and authorized to gross misconduct) of the covered receive payment or reimbursement for Covered Participant's employment; or Services in accordance with the terms of the Plan. 2. The reduction in hours of the covered Participant's employment causing the 1.15 "HIPAA" means the Health Insurance Portability and Participant to become ineligible for coverage. Accountability Act of 1996, as amended, together with all applicable regulations thereto. (b) With respect to covered Dependents: 1.16 "Medical Expense Reimbursement Plan" (hereinafter 1. Death of the covered Participant; referred to as the health reimbursement arrangement 2. Termination of the covered Participant's or HRA Plan) means a healthcare expense employment; reimbursement plan within the meaning of Section 105 3. Reduction in hours of the covered of the Internal Revenue Code of 1986, as amended, Participant's employment causing the and regulations issued thereunder. Participant to become ineligible for coverage; 4. The divorce or legal separation of the covered 1.17 "Paid Claims"means claims for benefits under the Plan Participant from his or her spouse; that have been processed for payment by the TPA, 5. The covered Participant's entitlement to have been funded in U.S. Dollars by the Plan or the Medicare; or Plan Sponsor, and for which payment or electronic 6. A covered Dependent child ceases to be a payment has been issued and transmitted to the Dependent as defined by the Plan. Claimant or assignee. (c) Qualifying Events for retired Participants, for 1.18 "Plan" means the self-funded health and welfare purposes of this section, are: benefit plan which is the subject of this Agreement and which the Plan Sponsor has established pursuant to 1. Bankruptcy, if the covered Participant retired the Plan Document. on or before the date of any substantial elimination of group health coverage due to 1.19 "Plan Administrator" means the person or entity, bankruptcy. including an insurance company, designated by the Plan Sponsor to manage the Plan and make all (d) Qualifying Events for the Dependents of retired discretionary decisions regarding Plan terms and covered Participants,for purposes of this section, managing Plan assets. are: MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 2 of 42 REV.10-2022 Go* 16 € 3 1. Bankruptcy, if the Dependent was a covered it is the plan sponsor, plan administrator and Dependent of a covered retiree on or before named fiduciary as such terms are defined by the day before the bankruptcy Qualifying ERISA, or other applicable law. Event. 2.3 Except as specifically set forth herein, this Agreement 1.25 "Stop Loss or Excess Loss Insurance" means an shall inure to the benefit of and be binding upon the insurance policy obtained by the Plan or the Plan parties hereto and their respective legal successors Sponsor to provide coverage for individual claims at a provided, however, that neither party may assign this specified stop loss limit and/or group claims at an Agreement without the prior written consent of the aggregate stop loss limit that are incurred and paid other, which consent shall not be unreasonably during a defined period of time by the insurance policy. withheld. 1.26 "Summary Plan Description" means the document that 2.4 Dispute Resolution. Prior to the initiation of any action describes the terms and conditions under which the or proceeding permitted by this Agreement to resolve Plan operates. disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by 1.27 "Utilization Management" means the evaluation of negotiation. The negotiation shall be attended by medical necessity and appropriateness of the use of representatives of both parties with full decision- health care services, procedures, and facilities utilized making authority and by Plan Sponsor's staff person by a Covered Person under the terms of the Plan. who would make the presentation of any settlement reached during negotiations to Plan Sponsor for 1.28 "Working Days" shall mean a regular business day, approval. which is not a recognized federal or banking holiday, and specifically excluding any Saturday or Sunday. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising ARTICLE II. RELATIONSHIP OF THE PARTIES out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an 2.1 The Plan Sponsor acknowledges that the TPA is an agreed-upon Circuit Court Mediator certified by the independent contractor for purposes of this State of Florida. The mediation shall be attended by Agreement. As such, the TPA is not an agent or representatives of TPA with full decision-making employee of the Plan Sponsor and does not assume authority and by Plan Sponsor's staff person who any liability or responsibility for any breach of duty or would make the presentation of any settlement act of omission by the Plan Sponsor. The Plan reached at mediation to Plan Sponsor's board for Sponsor delegates to the TPA only non-discretionary approval. authority with respect to assisting Plan Sponsor in the development, maintenance and administration of the Should either party fail to submit to mediation as Plan as specifically described in this Agreement. Any required hereunder,the other party may obtain a court function not specifically delegated by Plan Sponsor to, order requiring mediation under Section 44.102, Fla. and agreed to be assumed by the TPA in writing Statutes. pursuant to this Agreement shall remain the sole responsibility of the Plan Sponsor. The Plan Sponsor Any suit or action brought by either party to this shall retain all discretionary authority, control and Agreement against the other party relating to or arising responsibility for the operation and administration of out of this Agreement must be brought in the the Plan. appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive 2.2 The parties acknowledge that: jurisdiction on all such matters. (a) This is a contract for administrative services only 2.5 It is agreed by the parties to this Agreement that any as specifically set forth herein; cause of action brought by either party to this contract (b) The TPA shall not be obligated to disburse more must be made within five (5) years of the date of in payment for Claims or other obligations arising occurrence of any alleged breach,infraction or dispute, under the Plan than the Plan Sponsor shall have or within five (5) years of the termination date of this made available in the Claims Payment Account; Agreement,whichever occurs first, in compliance with (c) This Agreement shall not be deemed a contract of Section 95.11, Florida Statutes. insurance under any laws or regulations. The TPA does not insure, guarantee or underwrite the 2.6 The Plan Sponsor acknowledges and agrees that the liability of the Plan Sponsor under the Plan. The TPA will not be deemed to be a legal or tax advisor for TPA has no responsibility and the Plan Sponsor the Plan or the Plan Sponsor as a result of the has total responsibility for payment of Claims performance of its duties under this Agreement. The under the Plan and all expenses incidental to the TPA makes no representation to the Plan Sponsor Plan; and concerning federal, state, or local laws, rules or (d) The TPA is not the plan administrator, plan regulations applicable to the Plan. The Plan Sponsor sponsor or plan fiduciary and the Plan Sponsor will must seek its own counsel for legal advice and not identify the TPA or any of its affiliates as such. guidance. In no event shall the TPA be liable for The Plan Sponsor acknowledges and agrees that MEDICAL ASA MED STD SNGL EMP . ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 3 of 42 REV.10-2022 t :1)s 16E3 special or consequential damages, even if the TPA Current, valid insurance policies meeting the was advised of the possibility of such damages. requirement herein identified shall be maintained by the TPA during the duration of this Agreement. 2.7 The TPA may secure the services of actuaries, Renewal certificates shall be sent to the Plan Sponsor computer software companies,computer service firms, thirty(30)days prior to any expiration date. There shall insurance consultants and producers, legal counsel, be a thirty (30) day notification to the Plan Sponsor in accountants, utilization management consultants, the event of cancellation or modification to any pharmacy benefit management companies, preferred stipulated coverage. provider organizations, claims negotiation companies, subrogation firms, and any other entities that it deems TPA shall insure that all of TPA's sub Consultants necessary in the performance of its obligations under comply with the same insurance requirements that it is this Agreement. At the discretion of the TPA, such required to meet. The same TPA shall provide Plan services may be performed directly by the TPA,wholly Sponsor with certificates of insurance meeting the or in part, through a subsidiary or affiliate of TPA or required insurance provisions. under an agreement with an organization, agent, advisor or other person of its choosing. Any such 2.11 The TPA shall be entitled to rely upon, without services resulting in a fee not agreed to in the Fee investigation or inquiry, any written or oral information Schedule, Appendix A, must first be authorized in or communication of the Plan Sponsor or agents, writing by the Plan Sponsor. including but not limited to consultants, actuaries, attorneys, accountants, auditors, managed care 2.8 The TPA agrees to be duly licensed as a Third Party organizations, preferred provider organizations, Administrator to the extent required under applicable pharmacy benefit management companies, mental law and agrees to maintain such licensure throughout health care management companies or brokers the term of this Agreement. retained by the Plan Sponsor. 2.9 The TPA will possess through the term of this 2.12 The TPA will indemnify,defend,save and hold the Plan Agreement an in-force fidelity bond or other insurance Sponsor harmless from and against any and all claims, as may be required by state and federal laws for the suits,liabilities, losses, penalties or damages including protection of its clients. Additionally, the TPA agrees court costs and attorneys'fees with respect to the Plan to comply with any state or federal statutes or which directly result from or arise out of the dishonest, regulations regarding its operations. fraudulent,grossly negligent or criminal acts of the TPA or its employees, except for any acts taken at the 2.10 The TPA shall provide to Plan Sponsor: specific direction of the Plan Sponsor. A. Commercial General Liability: Coverage shall 2.13 The Plan Sponsor will indemnify, defend, save and have minimum limits of $1,000,000 Per hold the TPA harmless from and against any and all Occurrence, Combined Single Limit for Bodily claims, suits, actions, liabilities, losses, penalties or Injury Liability and Property Damage Liability. This damages, including court costs and attorneys' fees to shall include Premises and Operations; the extent that such claims, losses, liabilities,damages Independent Consultants; Products and and expenses arise out of or are based upon the gross Completed Operations and Contractual Liability. negligence,fraudulent,criminal or dishonest acts of the Plan Sponsor, its agents or employees, in the B. Business Auto Liability: Coverage shall have performance of their duties, a release of Claims data minimum limits of $1,000,000 Per Occurrence, by the TPA to the Plan Sponsor, or an interpretation of Combined Single Limit for Bodily Injury Liability the Plan by the Plan Sponsor on which the TPA acts. and Property Damage Liability. This shall include: To the extent authorized by law and applicable to Owned Vehicles, Hired and Non-Owned Vehicles contract and indemnity claims, the foregoing and Employee Non-Ownership. indemnification shall not constitute a waiver of sovereign immunity beyond the limit set forth in Section C. Workers' Compensation: Insurance covering all 768.28, Florida Statutes. employees meeting Statutory Limits in compliance with the applicable state and federal laws. ARTICLE III. THE TPA'S RESPONSIBILITIES D. Professional Liability Insurance: The TPA shall The TPA will provide the following Plan Administrative services maintain Insurance to insure its legal liability for for the Plan Sponsor: claims arising out of the performance of professional services under this Agreement. 3.1 Maintain Plan records based on eligibility information Coverage shall have minimum limits of$1,000,000 submitted by the Plan Sponsor as to the dates on which Per Occurrence. a Covered Person's coverage commences and terminates. Special Requirements: The Plan Sponsor shall be listed as the Certificate Holder and included as an Maintain Plan records of Plan coverage applicable to Additional Insured on the Comprehensive General each Covered Person based on information submitted Liability Policy. by the Plan Sponsor. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 4 of 42 REV.10-2022 16E3 Maintain Plan records regarding payment of Claims, check or draft will be remitted on the next Paid Claims denial of Claims, and Claims pending. batch disbursal date provided that the Plan Sponsor has provided funds for such Complete Claims or 3.2 Administer enrollment of Covered Persons, create and advance funding has been provided by the Stop Loss distribute enrollment forms and answer inquiries, or Excess Loss insurance company. All Complete create and maintain enrollment records for Covered Claims will remain in a processed but pended status Persons, provide on-line electronic enrollment services until funded by the Plan Sponsor or its Stop Loss or for all benefits, and distribute identification cards to the Excess Loss insurance company. The Plan Sponsor Plan Sponsor in accordance with Appendix A, the Fee must provide funding of all Complete Claims within five Schedule. Provide"Welcome Packets"in TPA's format (5)Working Days of receipt of request for funding from for all Participants and for Community Health Partners the TPA. and Lee County PHO providers. Customer Service Representatives of the TPA will 3.3 Process Complete Claims submitted by Covered inform any Plan Participant or Health Care Provider Persons or Health Care Providers according to the who inquires about any Claim which is pended for lack terms of the Plan Document as construed by the Plan of funds that such Claim has been received and Sponsor. These Claims will be processed in processed and is pending receipt of funds. No further accordance with prevailing industry practices and the explanation will be required of the TPA by the Plan TPA will use an industry-recognized method of Sponsor under such circumstances. determining usual,customary,and reasonable charges or the prevailing fee allowance as determined by the Unless otherwise advised by the Plan Sponsor, the Plan Sponsor in the Plan. Plan Sponsor agrees that the order of claims payment by TPA of new claims submitted under the Plan shall The TPA will not be required by the Plan Sponsor to be based on processing first the oldest claims with alter its standard claims processes, procedures or complete medical, repricing/discount, and other regular mail dates to manipulate the Paid Claims date necessary information with permitted exceptions for for any purpose. those claims identified with excess loss insurance reimbursement potential or which face loss of any The TPA will process claims received on a basis available discounts for the medical services so consistent with prevailing industry practice for rendered. Any payment by TPA is contingent upon the timeliness and accuracy, in accordance with the terms availability of adequate funding by the Plan Sponsor. If of the Plan Document as construed by the Plan the funds provided by the Plan Sponsor are insufficient Sponsor, and consistent medical information forms, to pay all adjudicated claims, then, at the specific pre-existing conditions requirements, disability direction of Plan Sponsor, the funds will be applied to determinations and coordination of benefits situations. pay claims as noted above to the extent funds are Unless specifically agreed by the parties in writing,the available except that large claims that cannot be TPA's duties with respect to subrogation situations funded by the then available funding will be skipped in shall be limited to informing the Plan Sponsor that favor of more recent claims that can be covered with subrogation rights may exist. The terms, conditions then available funding. Further, all claims for a and fees for any additional agreement regarding participant and his or her covered dependents subrogation are as stated in the attached Subrogation subsequent to the first claim that cannot be funded due Services Appendix B, if applicable. to insufficient funding from the Plan Sponsor shall be skipped in favor of more recent claims from other The TPA will process Claims or request additional participants and/or their dependents if the Plan information in order to be able to process a Complete Sponsor funding is not sufficient to cover all Claim within an average of fourteen(14)Working Days adjudicated claims for the participant and/or his or her from the date the Complete Claim is received by the dependent. TPA. 3.4 After a preliminary review to determine that the Claim If additional information is needed for a Complete was correctly processed, the TPA will refer any Claim, the TPA will send through the U.S. Mail to the doubtful, disputed or appealed Claims to the Plan appropriate persons (with a copy to the Plan Sponsor fora final decision. The TPA will provide initial Participant) a follow-up request for the required claims adjudication and assist the Plan Administrator information for a Complete Claim requesting a with appeals. The Plan will pay the actual cost of any response to the request for additional information for a expert medical consultation required to determine Complete Claim within a maximum of forty-five (45) claims eligibility under the Plan as a claims cost. days. The follow-up request will indicate that no additional requests for information will be sent and the 3.5 Process, issue and distribute Claims checks, file will be closed, and the initial incomplete claim will Explanations of Benefits, drafts or electronic funds be denied, if the requested information is not provided transfer, as instructed by the Plan Sponsor to Plan within the specified time. Participants, Health Care Providers, or others as may be applicable. When all necessary documents and Claim information have been received to constitute a Complete Claim Every week the TPA will notify the Plan Sponsor of the and the Complete Claim has been approved, a Claim Claims batch amount required to be prospectively MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 5 of 42 REV.10-2022 A� Cryt� 16E3 deposited to the Claims Payment Account to pay the 3.10 Provide on-site claims and customer service personnel Claims liability after these Claims are processed for in a location provided by Plan Sponsor. payment. 3.11 Maintain information that identifies a Covered Person The TPA shall establish and maintain customary in a confidential manner. The TPA agrees to take all investigative benefit and Claims review procedures reasonable precautions to prevent disclosure or use of within the prevailing standard of care in the TPA Claims information for a purpose unrelated to the industry. The TPA shall take reasonable measures administration of the Plan. TPA shall not be liable for and precautions to prevent the allowance and payment fraud, deceit, misrepresentation or any other false, of improper benefits and Claims. The TPA shall not be misleading or erroneous representations made by the liable for fraud by any Health Care Provider or Covered Plan Sponsor, any Covered Person, any Health Care Person or for errors in Claim payment made to Covered Provider or any other person pertaining to any Persons or designated assignees in good faith. The confidential, personal or protected health information TPA shall not be liable for any loss of discount or or claim request. The TPA will only release non- increase in charges arising from a Claim due to a delay protected health or Claims information for certificate of in the payment of a Claim. If a Claim payment error is need reviews; for medical necessity determinations;to discovered, the Health Care Provider or Covered set uniform data standards; to update relative values Person will be notified and requested to refund scales; to use in claims analysis; to further cost payment. In the event that the Covered Person or containment programs; to verify eligibility; to comply his/her assignee does not respond to the refund with federal, state or local laws; for coordination of request or refuses payment, the Plan Sponsor will be benefits; for subrogation; in response to a civil or notified. The Plan Sponsor shall have the right to bring criminal action upon issuance of a subpoena, or with action against any employee or provider of service who the written consent of the Covered Person or his or her does not voluntarily agree to repay the Plan for legal representative. payments made in error. The TPA shall not be liable for misrepresentations, inflated charges, omissions, 3.12 Provide and maintain a specimen Plan Document and errors or fraud by any Health Care Provider or Covered Summary Plan Description in a format acceptable to Person which may result in any ineligible or excessive the TPA for review and final approval by the Plan Claim payments. Sponsor and the Plan Sponsor's legal counsel. Upon approval of the Plan Document from the Plan Sponsor, 3.6 Notify Covered Persons in writing through the U.S.Mail the TPA will forward copies of plan document and of ineligible Claims received. The computerized amendments, if any, to the Stop Loss or Excess Loss Explanation of Benefits form (EOB) shall indicate the insurance company. general reason why such Claim is ineligible for payment. The EOB shall also contain notice of the The TPA will furnish a master Summary Plan written Claims review and appeal procedure in the Description to the Plan Sponsor, either electronically Plan. This notification will be made within an average (PDF format), or in printed form, and Summary Plan of fourteen (14) Working Days of the date the TPA Description booklets in TPA's format for the fees stated receives the Complete Claim documentation and any in Appendix A. Plan interpretations by the Plan Sponsor. The TPA will maintain an electronic Claims file on every 3.7 Respond to Claims inquiries by a Covered Person,the Claim reported to it by the Covered Persons. The TPA estate of a Covered Person, an authorized member of shall retain such files and all Plan-related information a Covered Person's family unit, the Covered Person's for a period of seven (7)years. Copies of such records authorized legal representative or an authorized Health shall be made available to the Plan Sponsor for Care Provider. inspection during a regularly scheduled Working Day at the office of the TPA for consultation, review and 3.8 Maintain local telephone service and toll-free audit upon advance notice of a minimum of fourteen telephone lines during regular business hours for (14)Working Days. inquiries made by Covered Persons regarding the status of their Claims. Such telephone conversations The Plan Sponsor shall pay for any audit made at its may be recorded by the TPA. request. Provide secure on-line internet web-based information In the event this Agreement is terminated, the Plan for Participants and Dependents for claims information, Sponsor shall have a continuing obligation and liability PPO look-up, SPDs, and for on-line communication to pay the TPA for all costs and professional,executive, with TPA. managerial and clerical time expended by the TPA and its employees for any audit conducted by the Plan 3.9 Maintain an Internet Inquiry site for Paid Claims, Sponsor or its Stop Loss or Excess Loss insurance processed claims and related information. Maintain an company, and this obligation and liability shall survive interactive voice response system and fax back service and continue beyond the termination of this for the convenience of Covered Persons and Health Agreement. The Plan Sponsor shall pay the TPA for Care Providers for Claim or coverage inquiries. the TPA's expenses to provide information and documentation to any such auditor. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 6 of 42 REV.10-2022 16E3 Any audit shall be conducted by an auditor mutually (b) On behalf of the Plan Sponsor, the TPA will file acceptable to the Plan Sponsor and the TPA and the with the insurance company or its designee any audit shall include, but not necessarily be limited to, Complete Claims for consideration for producing photocopies of Claims and funding reimbursement under the Stop Loss or Excess information in the TPA's existing format(s), a review of Loss policies. procedural controls, a review of system controls, a (c) Promptly forward to the Plan Sponsor any review of Plan provisions, a review of sampled Claims, premium, claim reimbursement, Stop Loss or and comparison of results to TPA industry performance Excess Loss or other notices received from the standards or any statistical models previously agreed Stop Loss or Excess Loss insurance carrier to by the Plan Sponsor and the TPA in writing. concerning the policy. Nothing in this Agreement, expressed or implied, shall 3.17 If applicable, conduct utilization review for the Plan, require the TPA disclose any proprietary information, including pre-certification of hospital stays, concurrent including, but not limited, file layout or record formats review of hospital stays, discharge planning, of its Claims processing system or procedures, provide preliminary review for potential hospital bill audits, records or information in a format not in use by the large case management or any other managed care TPA, or to create unique information formats solely for programs as agreed to between the Plan Sponsor and the use of the auditor(s), consultant(s), agent(s) or the TPA. A separate fee will be charged for these broker(s)for the Plan Sponsor. services as stated in Appendix A. 3.13 Upon request of the Plan Sponsor, provide COBRA Provide data extracts to Plan Sponsor's predictive continuation coverage services through a related modeling vendor. corporation, Allegiance COBRA Services, Inc. (ACSI). A separate fee will be charged for COBRA continuation 3.18 Maintain working relationships with networks of Health services, which fee is set out in a COBRA Services Care Providers through Preferred Provider Agreement, Appendix C, attached hereto and Organizations (PPO) contracted by the Plan Sponsor incorporated by reference. If the Plan Sponsor does or arranged by the TPA. The TPA shall be entitled to not request COBRA continuation services from ACSI, rely upon any and all representations made by Health all responsibility and liability for administration of Care Providers/PPO regarding their qualifications as COBRA continuation shall remain with the Plan Health Care Providers, and shall have no obligation or Sponsor, and neither the TPA nor ACSI will have any liability to obtain, verify or monitor such qualifications obligation or responsibility for providing such services or credentials. or consultation regarding such services. Reprice PPO or other similar provider discounted 3.14 Provide the following reports: claims. (a) monthly summary of benefits paid analysis by type If applicable, a separate fee will be charged for PPO of Claim and total dollar amounts; network services, TPA coordination and system (b) weekly check register; maintenance for PPO networks, as stated in Fee (c) monthly cumulative aggregate deductible to paid Schedule,Appendix A. Claims report; (d) annual summary management report within sixty The TPA will not be responsible for any services (60) days after the close of the Plan Year; provided (or any failure to provide services) by a (e) annual loss analysis report; participating PPO or Health Care Providers and (f) special ad hoc reports requested by the Plan specifically makes no representation, warranty or Sponsor which the TPA agrees to produce; guarantee whatsoever regarding any such PPO, (g) Reports from TPA's IBIZ platform. Health Care Providers, or their representations, qualifications or credentials. 3.15 Procure, through Intermountain Underwriters, Inc., an affiliated company of TPA, Stop Loss or Excess Loss 3.19 If checked as an included service in Appendix A, the (specific and aggregate) insurance proposals and TPA will provide coordination of services for wellness policies for the Plan Sponsor's consideration and and health assessment through a third party vendor, selection, which Excess Loss or Stop Loss insurance Behavioral Health Care Options, Inc. will be an asset of the Plan Sponsor and not of the Plan. Intermountain Underwriters, Inc. may act as 3.20 Provide,within thirty (30) days after termination of this agent of record for the Plan Sponsor in placing Stop Agreement, a summary paid Claim report of all Claims Loss or Excess Loss for the Plan Sponsor. paid twenty-four (24) months prior to the date of termination, copies of any governmental reports, and 3.16 If applicable: other plan documentation to the Plan Sponsor. Until that time,these records will be maintained at the TPA's (a) Notify the Stop Loss or Excess Loss insurance principal administrative office. Claim files will be kept company of any potential large Claims,which may in secure storage facilities or electronic media for at become a Claim under the Stop Loss or Excess least seven (7) years following the termination of the Loss coverage. Plan Year. Copies of any materials in storage will be available to the Plan Sponsor for a copy fee of fifteen MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 7 of 42 REV.10-2022 €-A-r) 16 E3 ($.15)cents per page copied plus a retrieval fee of Ten ten (10%) percent from the number of employees Dollars ($10.00) per box or electronic media access. that were enrolled on the commencement of this At the end of the seven (7) year period or termination Agreement; of this Agreement, if earlier, the TPA shall notify the (b) if the Plan Sponsor significantly alters the design Plan Sponsor that these records will be destroyed.TPA or complexity of its health benefit plan; or will not charge Plan Sponsor to retrieve data that is less (c) regularly requesting and obtaining extra- than two (2)years old. contractual services from the TPA. 3.21 If applicable, provide Certificates of Creditable 3.26 The TPA will comply with the applicable laws and rules Coverage and other Creditable Coverage services as for the storage, transmission and release of any required by HIPAA for employees of the Plan Sponsor "protected health information" (used herein as such is and their eligible dependents. defined in HIPAA). Notwithstanding any other provision of this Agreement, the TPA shall not be 3.22 Provide Medicare, MSP, and §111 reporting services. required to do any act which in its judgment violates HIPAA. 3.23 Provide non-proprietary information and documents as requested by the Plan Sponsor to brokers and agents 3.27 The TPA will provide consolidated billing services if designated by the Plan Sponsor. However, if the Plan checked as an included service in Appendix A. Sponsor has entered into an agent of record Specifically, the TPA will bill fees and premiums for agreement with any new agent or broker, and the TPA other employee benefits including, but not limited to, has notice of the same, the TPA shall not be required group life, group AD&D and/or group short term and to provide any information or documentation to other long term disability to the Plan Sponsor, and will remit agents or brokers unless or until the Plan Sponsor has the premium collected to the applicable carrier. terminated the original agent of record agreement and notified the original agent of record of the termination. 3.28 The TPA will perform such supervisory services with The TPA shall have the express right to contact any respect to the medical expense reimbursement plan agent of record to verify the agent of record agreement (hereinafter referred to as the health reimbursement has been terminated. A separate fee will be charged arrangement or HRA Plan) in accordance with for this service as stated in Appendix A. Appendix D, attached hereto and incorporated by reference. 3.24 For Plan Sponsors which have designated subsidiaries, divisions, or which are a Multiple 3.29 TPA will provide access to a partner telemedicine Employer Welfare Arrangement (MEWA): when any service vendor. designated subsidiary, division or member employer of a MEWA terminates coverage under the plan that is the 3.30 TPA will, if requested by Plan Sponsor, participate in subject of this Agreement, the TPA will automatically quarterly meetings with the Collier County Health Care perform run-out services for a period of three (3) Consortium (CCHCC). months after the date of such termination for such designated subsidiary, division or member employer, ARTICLE IV: unless directed not to do so by the Plan Sponsor in THE PLAN SPONSOR'S RESPONSIBILITIES writing. The fee for each month of run-out services will be equal to the claims processing fee(s) stated in The Plan Sponsor or Employer will: Appendix A, based upon the designated subsidiary's, division's or MEWA member employer's number of 4.1 Establish the Plan together with a framework of enrolled Plan Participants for the month immediately policies, interpretations and rules, which shall be the prior to the date of termination of coverage. Plan basis for the TPA's performance of its duties under this Sponsor will also pay the TPA run-out services fees for Agreement. any enrolled Plan Participants who were laid-off or otherwise terminated from the rolls of the Plan during Maintain current and accurate Plan eligibility and the term of this Agreement if the total number of such coverage records,verify Covered Person eligibility and laid-off or terminated Plan Participants exceeds five submit eligibility and coverage information monthly, or (5%) percent of the total number of enrolled Plan more often if requested by the TPA, to the TPA at its Participants during the first month of this Agreement. designated electronic or postal address. Final reconciliation of run-out services fees will be made within ninety (90) days of the end of this This information shall be provided in a format Agreement. acceptable to the TPA and shall include the following for each Covered Person: name and address, Social 3.25 Fees for the services described in Article III are set out Security number, date of birth, type of coverage, sex, in Appendix A attached hereto. Such fees are fixed for relationship to employee, changes in coverage, date the initial term of this Agreement except that the fees coverage begins or ends,and any other information as are subject to change under the following conditions, necessary to determine eligibility and coverage under with sixty(60) days'written notice to Plan Sponsor: the Plan. (a) if the Plan Sponsor's census of enrolled The Plan Sponsor assumes the responsibility for and employees increases or decreases by more than will hold the TPA harmless from the erroneous MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 8 of 42 REV.10-2022 i 6 E 3 disbursement of benefits by the TPA in the event of such Complete Claims or other Plan expense error or neglect by the Plan Sponsor or Employer in obligations and payment(s). providing eligibility and coverage information to the TPA, including, but not limited to, failure to give timely 4.6 Provide the TPA with copies of any and all revisions or notification if ineligibility or termination of a former changes to the Plan at least five(5)Working Days prior Covered Person, or fraudulent enrollment and/or to the effective date of the changes. Failure to provide continuation of coverage. timely notice may result in additional claims processing fees as set forth in Appendix A. 4.2 The TPA shall make recommendations regarding Claims determinations. The Plan Sponsor shall have 4.7 Provide, and timely distribute, all notices and the sole authority to resolve all Plan ambiguities and information required to be given to Covered Persons, interpretations, questions and disputes relating to the including Summary Annual Reports. Maintain and Plan eligibility of a Covered Person, Plan coverage and operate the Plan in accordance with applicable law. denied Claims. Maintain all recordkeeping and file all forms relative thereto pursuant to any federal, state or local law, The Plan Sponsor shall have the sole authority to make unless this Agreement specifically assigns such duties determinations regarding appeal of denied Claims. to the TPA. The Plan Sponsor will respond to any written request for information made by the TPA within ten (10) 4.8 Acknowledge that it is the Plan Sponsor, Plan Working Days of receipt of the request. Administrator, and Named Fiduciary. As such, the Plan Sponsor retains full discretionary control and The Plan Sponsor shall resolve all Plan ambiguities, authority and discretionary responsibility in the questions and disputes relating to the Plan eligibility of operation and administration of the Plan. a Covered Person, Plan coverage, denial of Claims or decisions regarding appeal or denial of Claims, or any 4.9 Pay or reimburse TPA for any taxes, assessments for other Plan interpretation questions. The Plan Sponsor fees arising solely out of the operations of the Plan or will respond to any written request made by the TPA the services provided under this Agreement that are within ten (10)Working Days of receipt of the request. levied against the Plan or against the TPA by any governmental entity whether federal, state or local, or The TPA will administer and process Claims in any political subdivisions or instrumentality thereof. accordance with Article III if the Plan Document and Taxes based on TPA's net income or licenses TPA is Summary Plan description are clear and unambiguous required to maintain to provide the services under this as to the validity of the Claims and the Covered Agreement shall be the sole responsibility of TPA. Person's eligibility for coverage under the Plan. The TPA will have no discretionary authority to interpret the 4.10 Hold confidential information that is proprietary to the Plan or adjudicate Claims. If processing a benefit TPA or information or material not generally known by Claim requires interpretation of ambiguous Plan personnel other than management employees of the language, and the Plan Sponsor has not previously TPA. The Plan Sponsor agrees not to use or disclose indicated to the TPA the proper interpretation of the proprietary information of the TPA. Such proprietary language,then the Plan Sponsor will be responsible for information includes, but is not limited to, information resolving the ambiguity or any other dispute. designated as "trade secrets" under the Montana Uniform Trade Secrets Act, Title 30, Chapter 14, Part In any event, the TPA shall rely upon the Plan 4 of the Montana Code Annotated and any other Sponsor's decision as to any Claim (whether or not it constitutional protections. Except as prohibited by the involves a Plan ambiguity or other dispute) and such Consolidated Appropriations Act of 2021, the Plan decision by the Plan Sponsor shall be final and binding Sponsor acknowledges that such proprietary unless modified or reversed by a court or regulatory information shall include financial information, agency having jurisdiction over such Claim matter. reasonable and customary Claims levels, and Claims administration guidelines or procedures of the TPA or 4.3 Fully fund the Claims Payment Account every week its affiliates or subcontractors. Confidentiality is based upon the Claims batch report provided by the subject to Chapter 119, Florida Statutes, also known TPA. as the Public Records Law. 4.4 Set funding levels for the Plan at a minimum level 4.11 Pay, in accordance with the Fee Schedule, Appendix necessary to cover the expected Claims costs, A, the TPA's fees for services rendered under this administrative expenses and incurred but not reported Agreement. The TPA is expressly directed by the Plan Claims liability and fund the Plan at such level. Sponsor to pay any excess loss insurance premiums (where applicable), fee, cost or charge then due to the 4.5 Not request or require the TPA, under any TPA prior to application of funds to payment of Claims circumstances, to issue Claims drafts for Claims, stop or any other costs arising out of the Plan or subject loss or excess loss insurance premiums, or any other matter of this Agreement. The Plan Sponsor costs arising out of the subject matter of this specifically directs that all funds provided to TPA under Agreement,unless the Plan Sponsor has so authorized this Agreement will be disbursed in the following order: and has previously deposited sufficient funds to cover First to pay excess loss insurance premiums where applicable, claims administration fees, costs and MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 9 of 42 REV.10-2022 r16 E 3 related expenses incurred by TPA and second, to pay becomes aware that involve the Plan or the Plan benefit claims arising under the Plan. Sponsor. Any legal fees incurred by TPA in connection with any legal action or proceeding shall be the 4.12 Maintain any fidelity bond or other insurance as may responsibility of the Plan Sponsor. be requested by state or federal law for the protection of the Plan and Covered Persons. 4.18 Provide timely, accurate and complete information required by TPA to provide the services that TPA has 4.13 Maintain Stop Loss or Excess Loss insurance with an agreed to perform under this Agreement. TPA shall admitted insurance company in the minimum amount have the right to rely on such information. Such set forth in the Fee Schedule,Appendix A. information shall include but not be limited to all necessary eligibility enrollment and participant data; 4.14 Promptly notify the TPA of any termination notice, and copies of all governing documents of the Plan and expiration lapse, or modification of Stop Loss or any amendments thereto, including any written Excess Loss insurance, life insurance, disability policies, interpretations, rules, practices or procedure insurance, conversion insurance or any other concerning same. Such information shall be provided insurance purchased in conjunction with the Plan. upon execution of this Agreement and immediately following modification or amendment. TPA shall have 4.15 Ensure that there is adequate release and the right to assume that all such information is accurate authorization from each participant and/or beneficiary and complete and TPA shall be under no duty to under the Plan permitting Health Care Providers to question such information. Plan Sponsor shall share with TPA and TPA to share with Health Care reimburse TPA at its standard hourly rates for TPA's Providers and other service providers to the Plan any costs incurred for efforts expended to remedy data or and all information, whether protected or individually information inaccuracies as were provided by the Plan identifiable, which may be necessary to perform the Sponsor. services anticipated by this Agreement and any Appendices hereto. TPA may in its sole discretion, 4.19 Provide suitable and adequate office space at Plan require participants and/or beneficiaries of the Plan to Sponsor's location for TPA's onsite claims and execute additional releases and authorizations for the customer service personnel, at no cost to TPA, use and disclosure of such information. TPA may provided however,TPA shall bear all costs for its office refuse to release protected or other individually equipment and telephone and internet services and identifiable health care information to Plan Sponsor, its connectivity. agents and designees if such authorizations and/or releases are not provided. ARTICLE V: DURATION OF AGREEMENT 4.16 Have the sole responsibility for reporting and 5.1 This Agreement shall commence and end on the dates disclosure, including but not limited to plan documents, first written above, unless terminated earlier in summary plan descriptions, summaries of material accordance with this Article. This Agreement may modifications, participant communications, pre- renew for two (2) one (1) year periods upon written retirement counseling to participants, bonding filings or approval of both Parties, or unless modified or other compliance required of, by or for the Plan, their terminated as described below. The fee quote in this participants and beneficiaries, or the Plan Sponsor by subsection must be accepted, in writing, by the Plan ERISA, the Internal Revenue Code, or any other Sponsor prior to the renewal date for the period to related and/or applicable federal, state or local laws, which the fee quote applies. Non-acceptance of the rules or regulations. Plan Sponsor shall indemnify and renewal fee quote shall cause this Agreement to lapse hold harmless TPA from any claim or expense incurred and terminate at 11:59 P.M.on the last Working Day of as a result of the Plan Sponsor's failure to comply with this Agreement. Notification will be no less than ninety the requirements or provisions of applicable, federal, (90)days prior to each renewal period. state, and local laws, rules and regulations. To the extent authorized by law, and applicable to contract 5.2 At any time during the term of this Agreement, either and indemnity claims the foregoing indemnification the Plan Sponsor or the TPA may amend or change shall not constitute a waiver of sovereign immunity the provisions of this Agreement. These amendments beyond the limits set forth in Section 768.28, Florida or changes must be agreed upon in advance in writing Statutes. by both the Plan Sponsor and the TPA. If any such amendment increases the anticipated Claims 4.17 Shall be solely responsible for paying all fees, experience under the Plan or the TPA's cost of expenses, or costs attributable to any legal action or administering the Plan,the Plan Sponsor agrees to pay proceeding brought to recover a refund of a claim for any increase in Claims expenses, as well as increases benefits under the Plan brought or prosecuted by or on in administrative fees or other costs which the TPA behalf of the Plan Sponsor or Plan Administrator. TPA reasonably expects to incur as a result of such shall, however, make available to the Plan Sponsor modification. and its counsel, such evidence which relates to or is relevant to such action or proceeding as TPA may have Any amendment which affects only the Fee Schedule, as a result of the performance of the services set forth Appendix A, may be made subject to an amendment in in this Agreement. TPA shall promptly notify the Plan writing by the parties and approved by the Collier Sponsor in writing of any legal actions of which it County Board of County Commissioners.All fee quotes MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 10 of 42 REV.10-2022 16E3 accepted by the Plan Sponsor for renewals of this Trustee fails to reaffirm this Agreement and Agreement will be incorporated into this Agreement as provide adequate assurances pursuant to 11 USC amendments to the Fee Schedule,Appendix A. 365; (d) The TPA loses its licensure or certification 5.3 Either the Plan Sponsor or the TPA may terminate this required by law to continue its business or Agreement at any time, by giving sixty (60) days continue as third party administrator; or advance written notice to the other party unless both (e) The TPA fails to comply with any federal, state or parties agree to waive such advance notice. At the other governmental statute, rule or regulation. option of the party initiating the termination, the other party may be permitted a cure period not to exceed ten 5.6 At the written request of the Plan Sponsor and subject (10)business days. to the Plan Sponsor's continuing obligation to fund the Claims Payment Account, and to timely pay any 5.4 The TPA may, at its sole option, terminate this outstanding amounts due and payable to the TPA Agreement with ten (10) days written notice upon the under the terms of this Agreement, the TPA will occurrence of any one or more of the following events process incurred but not reported Claims after the pertaining to the Plan Sponsor: termination of this Agreement(Run-Out Services). The written request of the Plan Sponsor for Run-Out (a) The Plan Sponsor fails to fund the Claims services must be received before the date of Payment account; termination of this Agreement. A separate Run-Out (b) The Plan Sponsor fails to pay administration fees Services Agreement will be provided after receipt of the or other fees for the TPA's services upon request for Run-Out services. The fee for Run-Out presentation for payment and in accordance with Services is stated in Appendix A hereto. the Fee Schedule, Appendix A; (c) The Plan Sponsor fails to comply with any federal, 5.7 If this Agreement terminates for any reason and no state or other government statute, rule or Run-Out Service Agreement is requested,or if the TPA regulation; declines to provide Run-Out Services, the TPA shall (d) The Plan Sponsor, through its acts, practices, or have no obligation to: operations, exposes the TPA to any existing or potential investigation or litigation; (a) Complete the processing of any claim requests (e) The Plan Sponsor permits its stop loss or excess that were pending or otherwise not Complete loss insurance to lapse, whether by failure to pay Claims or complete the processing of any premiums or otherwise; Complete Claims if the Plan Sponsor has failed to (f) The Plan Sponsor loses its licensure or provide funds for the payments of any benefits certification, if required by law, to continue the due; Plan; (b) Accept or process requests for claim payments (g) Insolvency of the Plan; presented to it after termination of this Agreement (h) Court appointment of a permanent receiver for irrespective of when such claim was incurred; substantially all of the Plan Sponsor's assets; (c) Issue claims checks after the termination date of (i) A general assignment of the benefit of credits by this Agreement for any request for claims the Plan Sponsor; or payments relative to conditions existing before,on (j) The filing of a voluntary or involuntary petition of or after such a date; bankruptcy, if such petition is not dismissed within (d) Provide ongoing customer service to Plan forty-five (45) days of the date of filing, provided Participants or Health Care Providers; or that an order for relief from automatic stay has (e) Perform any other task or requirement of this been obtained, or with respect to a Chapter 11 Agreement, except for those requirements that proceeding, that the bankrupt or Bankruptcy specifically survive termination of this Agreement. Trustee fails to reaffirm this Agreement and provide adequate assurances pursuant to 11 USC 5.8 If the Plan Sponsor terminates this Agreement on or 365. before the expressed expiration date of this Agreement, but after such termination date becomes 5.5 The Plan Sponsor may, at its option, terminate this entitled to any reimbursement(s) pursuant to the Agreement with ten (10) days written notice upon the provisions of the Plan Sponsor's Stop Loss or Excess occurrence of any one or more of the following events Loss insurance policy aggregate or specific loss pertaining to the TPA: reimbursement provisions, and no separate Run-Out Services Agreement is executed, the Plan Sponsor (a) Court appointment of a permanent receiver for all shall pay to the TPA an hourly fee of One Hundred and or substantially all of the TPA's assets; no/100 Dollars ($100.00) per hour for all services (b) A general assignment of the benefit of credits by rendered by the TPA after termination of this the TPA; Agreement regarding such reimbursement(s) request (c) The filing of a voluntary or involuntary petition of made to or claims paid by a Stop Loss or Excess Loss bankruptcy, if such petition is not dismissed within insurance company. forty-five (45) days of the date of filing, provided that an order for relief from automatic stay has 5.9 In the event this Agreement is terminated for any been obtained, or with respect to a Chapter 11 reason and Plan Sponsor cannot be located following proceeding, that the bankrupt or Bankruptcy reasonable efforts by TPA, TPA shall charge a$50.00 MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 11 of 42 REV.10-2022 16E3 per check administrative charge for its efforts to return litigation, lawsuits pertaining to the Plan or any inquiry any stale dated funds (defined as a check with an made by federal or state authority regarding the Plan. original issue date greater than 180 days)belonging to Plan Sponsor or belonging to a plan participant who, 6.7 In the event that either party is unable to perform any likewise, cannot be located. The administrative charge of its obligations under this Agreement because of may be paid from any funds of the Plan Sponsor held natural disaster, fire, flood, wind storm, power outage, by TPA, or billed directly to the Plan Sponsor. This labor unrest, civil disobedience, acts of war (declared provision shall survive termination of this Agreement. or undeclared), or actions or decrees of governmental bodies or any event which is referred to as a "Force ARTICLE VI: MISCELLANEOUS Majeure Event", the party who has been so affected shall immediately notify the other party and shall do 6.1 This Agreement, together with all addenda, exhibits everything possible to resume performance. and appendices, supersedes any and all prior representations, conditions, warranties, Upon receipt of such notice, all obligations under this understandings, proposals or other agreements Agreement shall be immediately suspended. If the between the Plan Sponsor and the TPA hereto, oral or period of non-performance exceeds fourteen (14) written, in relation to the services and systems of the Working Days from the receipt of notice of the Force TPA, which are rendered or are to be rendered in Majeure Event, the party whose ability to perform has connection with its assistance to the Plan Sponsor in not been so affected may terminate this Agreement by the administration of the Plan. giving ten (10)Working Days'written notice. 6.2 This Agreement, together with the aforesaid addenda, 6.8 All notices required to be given to either party by this exhibits, and appendices, constitutes the entire Agreement shall, unless otherwise specified in writing, Administrative Services Agreement of whatsoever kind be deemed to have been given three (3) days after or nature existing between or among the parties. deposit in the U.S. Mail, first class postage prepaid, Appendices attached hereto and incorporated by certified mail, return receipt requested. reference include: Appendix A, Fee Schedule and Financial Arrangement; Appendix B, Subrogation and Any official notice to the TPA will be mailed to the Reimbursement Services; Appendix C, COBRA attention of: President, Allegiance Benefit Plan Administrative Services and Certification of Creditable Management, Inc., 2806 South Garfield St., Coverage Agreement; Appendix D, Section 105 Missoula, MT 59801. Medical Expense Reimbursement Plan and Appendix E, Flexible Benefits Plan. Any official notice to the Plan Sponsor will be mailed to the attention of: Director of Risk Management, Collier 6.3 The parties hereto, having read and understood this County Government,3311 Tamiami Trail East, Naples, entire Agreement, acknowledge and agree that there FL 34112. are no other representations, conditions, promises, agreements, understandings or warranties that exist 6.9 This Agreement shall be interpreted and construed in outside this Agreement which have been made by accordance with the laws of the state of Florida except either of the parties hereto,which have induced either to the extent superseded by federal law. Venue shall party or have led to the execution of this Agreement by be in the state and federal courts in and for the U.S. either party. Any statements, proposals, Middle District Court, Fort Myers, Florida. representations, conditions, warranties, understandings or agreements which may have been 6.10 The parties agree to use and disclose protected health heretofore made by either of the parties hereto, and information about a Covered Person in accordance which are not expressly contained or incorporated by with the terms of a separately provided Business reference herein, are void and of no effect. Associate Agreement. 6.4 Except as provided in Article V, no changes in or 6.11 The TPA may enter into arrangements with a Health additions to this Agreement shall be recognized unless Care Provider or group of Health Care Providers to and until made in writing and signed by all parties obtain discounts in charges for Covered Services. TPA hereto. makes no representations that such discounts will continue for any period of time or will apply in any 6.5 In the event any provision of this Agreement is held to particular factual context. In no event will TPA be be invalid, illegal or unenforceable for any reason and responsible for the loss of any such discounts except in any respect, such invalidity, illegality or in the sole event that such loss is directly cause by unenforceability shall in no event affect, prejudice or commissions or omissions of TPA which constitute disturb the validity of the remainder of this Agreement, gross negligence. which shall remain in accordance with its terms. 6.12 No forbearance or neglect on the part of either party to 6.6 The Plan Sponsor will notify the TPA within ten (10) enforce or insist upon any of the provisions of this Working Days of any inquiry made by any Covered Agreement shall be construed as a waiver, alteration Person or authorized representative of any Covered or modification of the Agreement. Person related to Plan Documents, Plan Records, Claims, Claims Appeals, Claims Disputes, threatened MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 12 of 42 REV.10-2022 e 16E3 6.13 Should TPA's performance of its duties under this Agreement be made materially more burdensome or expensive due to an increase in US Postal Service rates or due to a change in federal, state or local laws or imposition of fees there under, any such additional fees shall be paid by Plan Sponsor upon sixty (60) days' notice in writing from TPA to Plan Sponsor. 6.14 The TPA and the Plan Sponsor specifically state, acknowledge and agree that it is their intent that no other parties including, but not limited to, all persons eligible for benefits under the Plan, all covered employees, and their assignees shall be third party beneficiaries of this Agreement. The parties further agree that nothing herein shall be deemed to impose on the TPA any obligation to any other party including, but not limited to, all persons eligible for benefits under the Plan, all covered employees, and their assignees. 6.15 The Plan Sponsor acknowledges that the TPA shall have no responsibility or liability for any fines or penalties assessed by the Internal Revenue Service as a result of the issuance of annual 1099 forms to medical service providers so long as the TPA has issued the 1099 to the same name, address and TIN as billed by the medical services provider at the point of claim submission. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 13 of 42 REV.10-2022 AA�r 16E3 IN WITNESS WHEREOF,the parties have caused this Agreement to be executed on theft behalf by their duly authorized representatives' signatures, effective as of the date first written above. COLLIER COUNTY GOVERNMENT ALLEGIANCE BENEFIT PLAN MANAGEMENT, INC. 2806 S. Garfield St. Missoula, MT 59801 William L. McDaniel, Jr., Chairman By: Stephen A.Tahta President and General Manager By: —00 " By: , (Signature) (Signature) Date: IZ//3/Z2- Date: (C Z (Z0zZ ATTEST: By: Clerk of the Circuit Co rt and Comptroller By: Signature) Dated: / 4 / / V" Attest as to Chairman's (SEAL) signature only. Appr ed as to f and lit eputy Coun Attorney MEDICAL ASA MED STD SNGL EMP ... ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 14 of 42 REV.10-2022 16E3 APPENDIX A Fee Schedule The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation to the TPA for the performance of its obligations under this Agreement. Monthly fees are based upon Plan Participant enrollment as of the beginning of each month. A. Administration fees are guaranteed through December 31, 2027, as follows: 1/1/2023—12/31/2025 1/1/2026—12/31/2027 $17.70 $18.59 The above fees are per Plan Participant per month. The fees shall include services for production and maintenance of Plan Documents/Summary Plan Description, plan building, amendment production, plan document compliance, and HIPAA compliance, regulatory compliance (if applicable) and production and mailing via bulk mail to the Plan Sponsor of health plan identification cards, and all of the following services that are checked: X Medical Claims X Vision Claims X Predictive Modeling Disease Management Data Extracts X Consolidated Billing X COBRA services provided by Allegiance COBRA Services, Inc. pursuant to the COBRA Administrative Services Agreement attached hereto. (In addition to this fee,the TPA will also retain two (2) percent of all COBRA premiums as fees for COBRA services.) X Any administrative fees charged by the Pharmacy Benefit Management(PBM) company that is utilized by the Plan Plan materials will be delivered to the Plan Sponsor. An additional postage and handling fee will be paid to the TPA for mailing materials to individual Plan Participants, except for Welcome Packets and identification cards. B. A monthly fee for Vision COBRA services per Plan Participant per month is guaranteed through December 31,2027 as follows: 1/1/2023—12/31/2025 1/1/2026—12/31/2027 $0.35 $0.37 C. A monthly fee for Dental claims processing services per Plan Participant per month is guaranteed through December 31, 2027 as follows: 1/1/2023—12/31/2025 1/1/2026—12/31/2027 $2.85 $2.99 D. Hourly fee of$115.00 per hour for Oncology Case Management services by Allegiance Care Management Services. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 15 of 42 REV.10-2022 C 1 6 E 3 E. If elected by the Plan Sponsor during the term of this Agreement or any renewal thereof, a monthly fee for Allegiance Care Management Services Case Management fee/Non-Oncology per Plan Participant per month effective January 1st of each year is guaranteed through December 31, 2027 as follows: 1/1/2023—12/31/2025 1/1/2026—12/31/2027 $2.45 $2.57 F. If elected by the Plan Sponsor during the term of this Agreement or any renewal thereof, a monthly fee for Utilization Review services by Allegiance Care Management Services per Plan Participant per month effective January 1st of each year is guaranteed through December 31, 2027 as follows: 1/1/2023—12/31/2025 1/1/2026—12/31/2027 $1.70 $1.79 G. If elected by the Plan Sponsor during the term of this Agreement or any renewal thereof, Disease Management fee for American Health Holding of$2.85 per Plan Participant per month effective January 1 St of each year: H. If elected by the Plan Sponsor during the term of this agreement or any renewal thereof, a monthly fee for Healthcare Bluebook transparency tool of$1.90 per Plan Participant per month effective January 1 St of each year. Run out fees. Run Out services shall be based upon a separate run out agreement executed at the time Run Out is requested. However, the fees therefore shall be calculated as follows: There shall be a single fee payable in advance, equal to three times the administration fee paid for the month immediately preceding the date Run Out Services are requested. J. Allegiance Care Management Medical Review fees: Doctors: $275.00/hour Nurses: $100.00/hour K. Hourly fee of$125.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor. L. Hourly fee of$125.00 for stop-loss reimbursement services, audit assistance services and any other services provided by the TPA after termination of this Agreement and in the absence of a separate Run-Out Services Agreement. M. Hourly fee of$125.00 for special programming requests or research including production of any special claims history reports. Such services must be agreed to in advance by the Plan Sponsor. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 16 of 42 REV.10-2022 16E3 N. Special Reports requested by the Plan Sponsor and produced by the TPA upon prior agreement as to report(s)and fee(s). 0. Final fee of$500.00 for providing eligibility/enrollment files in electronic format acceptable TPA without special programming to the Plan Sponsor(if requested in writing). P. Final fee of$1,500.00 for providing Claims history file in electronic format acceptable to TPA without special programming to the Plan Sponsor(if requested in writing). Q. Check customization, customized printed material, special statistical reports other than those enumerated in this contract, special medical underwriting, calculation of or completion of any documentation necessary for new taxes assessed against the Plan, or other services mutually agreed upon will be billed separately at the rate of$125.00 per hour for such services. Such services must be agreed to in advance by the Plan Sponsor. R. A fee equal to the actual costs for printing Summary Plan Description Booklets, together with costs of shipping for each booklet. S. A fee of$125.00 per hour for time expended producing and providing information to agents, consultants or brokers for whom the Plan Sponsor requests Plan information be provided, together with any postage, shipping and copying costs. Paper copies will be billed at fifteen ($.15) cents per copy and electronic copies shall be billed at$500.00 per disk in DBC or ASCII format only. T. PPO access fees for any PPO organization or claim negotiation company that assesses a per Plan Participant fee, a per Claim fee, or a percentage of claims savings fees not to exceed twenty-five (25%) percent of the actual savings amount between the charges billed by the Health Care Provider and the discounted amount agreed to between the PPO or Claims Negotiation Company and the Health Care Provider, except for those entities specifically listed below, for which no service fee applies. The amount charged under this Agreement shall be equal to the amount charged by the PPO or Claims Negotiation Company. The TPA, its parents or its affiliates, may be paid a service fee by the PPO for claim repricing or other administrative services associated with the claims discount or negotiation. The Plan Sponsor will receive a report that outlines the total billed charges,the total discounts obtained,the net claims cost and the total claim savings to the Plan.Any additional fee in excess of this amount must be approved in advance by the Plan Sponsor. The TPA may be paid a fee not to exceed twenty-five (25%) percent of net savings payable to TPA, its parent or its affiliates, realized as a result of any negotiation or reduction in the amount of claims paid or any recovered funds obtained by TPA through employment of cost containment companies. Specific fees at the inception of this contract for which a per Participant per month rate is charged are: $ 0 per Plan Participant per month for Community Health Partners PHO Network access fee for the Cigna PPO network per Plan Participant per month as follows: 1/1/2023—12/31/2023 1/1/2024—12/31/2024 1/1/2025—12/31/2025 1/1/2026—12/31/2027 $6.00 $6.50 $7.00 $7.15 U. Any mandatory assessments charged by Network or Preferred Provider organizations based upon pay for performance criteria required of network providers,which assessments will be paid upon receipt of billing and supporting documentation from the Network or Preferred Provider organization. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 17 of 42 REV.10-2022 I 6 E 3 V. A monthly fee for WeliVia of$0.25 per Plan Participant per month effective January 1st of each year. W. Pursuant to Section 2.7 of the Agreement, TPA has secured services of Cigna Health and Life Insurance Company(CHLIC) In order to assist TPA with TPA's performance of various services. CHLIC is not a party to the Agreement or this Amendment. CHLIC may directly or indirectly contract with pharmaceutical manufacturers, or other third parties, for payments, including rebates, service fees, and other remuneration, on CHLIC's own behalf and for its own benefit, as part of its global business efforts. CHLIC negotiates, contracts, and receives such payments not as part of CHLIC's compensation for any services it provides to the Employer or the Plan. Accordingly, CHLIC retains all right, title and interest to any and all such rebates, services fees,or other remuneration that CHLIC receives pursuant to its contracts with pharmaceutical manufacturers;neither Employer, its Members, nor the Plan retains any beneficial or property interest in any such contract remuneration,which shall be considered part of the general assets of CHLIC, and are not assets of any other party, including without limitation the Plan. Beginning retroactively as of January 1,2020,TPA will provide payments to Plan that shall be calculated based on the rebates from pharmaceutical manufacturers that CHLIC receives, pursuant to its contracts with pharmaceutical manufacturers, on or after January 1, 2020, for certain drugs billed through the medical benefits, with respect to the Plan. TPA will provide programming, filing, reporting, accounting, processing, and maintenance services in order to process and account for such payments with respect to the Plan's utilization. TPA shall remit payments to the Plan that are calculated based on 75% of rebates that CHLIC receives from pharmaceutical manufacturers, pursuant to CHLIC's contracts with the manufacturers, for certain drugs billed through medical benefits for the Plan. TPA will be compensated for the services identified in this amendment in an amount based on 25% of the aforementioned rebates that CHLIC receives. TPA shall remit the payments to Plan on a quarterly basis. CHLIC retains all right, title and interest in its proprietary contracts, and to any and all such rebates or other remuneration received from pharmaceutical manufacturers or other third parties. CHLIC is not and shall not be deemed to be a party to this Agreement for any purpose. Payments under this section are not guaranteed. X. Plan Out of Network Payment Limits: 25% Out of Network Savings Program Y. Regulatory Compliance Fees: Transparency Machine readable file maintenance fee of$100.00 per month. QPA/Mediation fees of 13%of savings, and as applicable federal mediator's fee set by law. ID Card reprint: Pass through of Allegiance's costs. Continuity of Care fee of$12.00 per COC letter sent and up to$275.00 per case for case review. NQTL analysis fee of$250.00 per analysis. A pass through fee to Healthcare Bluebook for maintenance of top 500 procedures shoppable files website as required by the Consolidated Appropriations Act(CAA)of$1.00 per Plan Participant per month. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 18 of 42 REV.10-2022 `-NC', 1 6 ♦ 3 I I LLLrrr Funding and Fee Payment Terms Plan Sponsor will establish and maintain a zero balance Claims Payment Account for payment and reimbursement of Covered Services. TPA will notify Plan Sponsor or its designee on a weekly basis of amount required to pay claims after they have been processed for payment. Notification of the amount required will take place as follows: On Wednesday of each week(Thursday, if Wednesday coincides with a recognized Federal holiday),an electronic notification will be provided to Plan Sponsor that the weekly report of claims processed for payment is available on TPA's secured website. TPA will release the claims checks issued for the batch for that week after notice has been sent. TPA will generate a monthly bill for fees. Payment of monthly billing will be as follows: On or about the 25th of each month,TPA will provide an electronic notification to Plan Sponsor that the monthly bill is available on TPA's secured website. Upon approval from Plan Sponsor, TPA will affect an electronic withdrawal of funds from an account designated by Plan Sponsor on the Debit Authorization Form. III Stop Loss Arrangement The Plan Sponsor agrees to do the following: Purchase and maintain Stop Loss insurance and provide a copy of the Stop Loss contract to the TPA prior to the effective date of this Agreement. Excess loss insurance will be purchased with Employer contributions or funds and NOT with Employee contributions or Plan Assets. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 19 of 42 REV.10-2022 16E3 APPENDIX B RFP#22-7977 "Group Health&Dental Plan Administration Services" SUBROGATION AND REIMBURSEMENT SERVICES The Plan Sponsor and TPA hereby agree that TPA will perform certain services in connection with the Plan regarding subrogation and reimbursement rights of the Plan and for the fees stated in this Appendix. A. TPA shall provide recovery services for subrogation/reimbursement of Complete Claims paid by the Plan. Subrogation services shall include direct recovery on behalf of the Plan against third parties and reimbursement services shall include recovery of Plan funds from those Covered Persons who have recovered damages from third parties. Such services shall include review of paid Complete Claims and applicable medical records, identifying potential subrogation and reimbursement claims, follow up questionnaires to Covered Persons and Health Care Providers, additional research as necessary, notification to Health Care Providers, Covered Persons, and their authorized representatives, settlement of claims with prior authorization from the Plan Administrator, and other acts necessary to effectuate recovery of Plan funds. B. The Plan Sponsor shall pay direct costs incurred by the TPA if written approval is given in advance by Plan Sponsor for subrogation and reimbursement services, including, but not limited to costs of consultants, outside legal counsel, and other professionals. The Plan Sponsor shall also pay the TPA fifteen percent (15%) of the total funds recovered from subrogation or reimbursement less any direct costs incurred by the TPA. Plan Sponsor shall never receive less than eighty-five percent(85%) of any subrogation recovery. C. If necessary to retain outside legal counsel for recovery of Plan funds,the Plan Sponsor shall have sole discretion to select and retain legal counsel. Plan Sponsor and TPA acknowledge that negotiation or waiver of a subrogation/reimbursement claim may be necessary as a result of state or federal law or the specific facts and circumstances of the disputed Claim. The TPA shall refer any requests for negotiation or waiver of a claim to the Plan Sponsor for final settlement. MED STD SNGL EMP MEDICAL ASA Page 20 of 42 REV.10-2022 ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. 1bE3 APPENDIX C RFP#22-7977 "Group Health& Dental Plan Administration Services" COBRA ADMINISTRATIVE SERVICES AND CERTIFICATION OF CREDITABLE COVERAGE AGREEMENT This COBRA Administrative Services and Certification of Credible Coverage Agreement(hereinafter"Agreement")is entered into January 1, 2023, by and between COLLIER COUNTY GOVERNMENT (hereinafter"Plan Sponsor"),whose address is 3311 Tamiami Trail East, Naples, FL 34112, and ALLEGIANCE COBRA SERVICES, INC., (hereinafter"TPA"), whose address and phone number are 2806 S. Garfield St, PO Box 2097, Missoula, MT 59806; (406) 721-2222. WHEREAS,the Plan Sponsor and/or the plan administrator of the group health plan sponsored by the Plan Sponsor is required to perform certain duties pursuant to continuation of benefits coverage and certification of credible coverage requirements. WHEREAS, the Plan Sponsor has selected the TPA to perform certain nondiscretionary and ministerial duties pursuant to the Plan Sponsor's continuation of benefits coverage and certification of credible coverage requirements. NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth,the parties agree as follows: plan which is the subject of this Agreement and which the SECTION 1: Definitions Plan Sponsor has established pursuant to the Plan Document. 1.1 "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985 or the Public Health Service 1.6 "Plan Administrator" means the person or entity and Act, as amended or interpreted from time to time, and designated by the Plan Sponsor to manage the Plan and applicable regulations. make all discretionary decisions regarding Plan terms and managing Plan assets. 1.2 "COBRA Participant" means any person who is properly enrolled for and entitled to benefits from the Plan, 1.7 "Plan Participant" is any employee, retiree or COBRA pursuant to COBRA continuation coverage. beneficiary who is properly enrolled and eligible for benefits under the Plan. 1.3 "Creditable Coverage"means health or medical coverage under which a Covered Person was covered prior to 1.8 "Qualified Beneficiary" means a covered person under enrollment under this Plan, which prior coverage was the Plan, who is eligible to continue coverage under the under any of the following: Plan in accordance with the applicable provisions of COBRA, regarding Qualified Medical Child Support (a) A group health plan Orders, or in accordance with any other applicable (b) Health Insurance coverage Federal or State law. (c) Part A, Part B or Part C of Title XVIII of the Social Security Act(Medicare) "Qualified Beneficiary" also means a child born to, (d) Title XIX of the Social Security Act, other than adopted by or placed for adoption with a covered coverage consisting solely of benefits under employee or former employee, at any time during active Section 1928 (Medicaid) COBRA continuation coverage of that employee or (e) Chapter 55 of Title 10, United States Code former employee. (active military and CHAMPUS) (f) A medical care program of the Indian Health 1.9 "Qualifying Event"means: Service or a tribal organization (g) A state health benefits risk pool a. With respect to a covered employee or former (h) A health plan offered under chapter 89 of Title employee, termination of employment of the 5, United States Code (Federal Employee employee(except for termination as a result of gross Health Benefits) misconduct), or reduction of hours of employment (i) A public health plan causing the employee to become ineligible for (j) A health benefit plan under section 5(e) of the coverage. Peace Corps Act (k) A state Children's Health Insurance Program b. With respect to an eligible dependent or spouse of a (CHIP) covered employee or former employee, termination of employment of the employee (except for 1.4 "HIPAA" means the Health Insurance Portability and termination as a result of gross misconduct), Accountability Act of 1996, as amended or interpreted reduction of hours of employment causing the from time to time,together with applicable regulations. employee to become ineligible for coverage, the covered employee's entitlement to Medicare, the 1.5 "Plan" means the self-funded health and welfare benefit death of the covered employee, the divorce or legal MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 21 of 42 REV.10-2022 16E3 separation of the spouse from the covered enrollment to allow the TPA to send the employee an employee, and an eligible dependent who ceases to initial COBRA notice. be a dependent as that term is defined by the Plan. 3.2 Qualifying Event Notice: Plan Sponsor will notify the TPA c. With respect to eligible retirees and their eligible or cause the TPA to be notified when employees and/or dependents, the commencement of a bankruptcy their dependents have a Qualifying Event as follows: proceeding. a. Within 30 days of the employee's death,termination d. Any other qualifying event as defined by law and as from employment for any reason including gross the law may be amended or interpreted from time to misconduct, or reduction of employment hours. time. b. Within 60 days of the divorce or legal separation of SECTION 2: Relationship of Parties the employee or the date at which a dependent child ceases eligibility under the Plan. 2.1 Independent Contractor. Plan Sponsor acknowledges that the TPA is an independent contractor for purposes c. Within 60 days of a second Qualifying Event of a of this Agreement. As such, the TPA is not an agent or Qualified Beneficiary dependent or spouse, such as employee of Plan Sponsor and does not assume any the divorce or legal separation from the covered liability or responsibility for any breach of duty or act of employee, death of the covered employee, omission by Plan Sponsor. entitlement to Medicare or the dependent child ceasing eligibility under the Plan. 2.2 Plan Fiduciary. Plan Sponsor acknowledges and agrees that the performance by the TPA of its obligations under 3.3 Late Notice of Qualifying Event: If any employee or this Agreement does not make the TPA a plan dependent of an employee provides notice to the Plan administrator, plan sponsor, or fiduciary as defined by Sponsor of divorce or legal separation, entitlement to ERISA or other applicable law, and Plan Sponsor will not Medicare, or that a dependent child ceases eligibility identify the TPA or any of its affiliates as such.The Plan under the Plan, and such notice is made more than 60 Sponsor further acknowledges and agrees that it is the days after the Qualifying Event, Plan Sponsor will notify plan sponsor, plan administrator, and named fiduciary as the TPA in writing of the same within 10 days after defined by ERISA or other applicable law. As such, Plan receiving the notice. Sponsor retains full discretionary authority, control, and responsibility for the operation and administration of the The TPA will not enroll those persons who provided Plan. notice in such manner for COBRA continuation coverage, unless specifically directed to do so in writing,by the Plan 2.3 No Legal or Tax Advice. Plan Sponsor acknowledges Sponsor and/or the Plan Administrator. and agrees that the TPA will not be deemed to be a legal or tax advisor as a result of the performance of its duties 3.4 Qualified Beneficiary Information: Plan Sponsor will under this Agreement. provide the TPA the following information with notice of a Qualifying Event: 2.4 Subcontractors. The TPA may subcontract the services of computer companies, consultants, attorneys, a. The name, address, and Social Security number of accountants, and other organizations that it deems the employee. necessary in the performance of its obligations under this b. The name, address, and Social Security number for Agreement. At the discretion of the TPA, such services any covered dependents. may be performed directly by the TPA, wholly or in part, c. Date and description of the Qualifying Event,or if not through a subsidiary or affiliate of the TPA or under an a Qualifying Event,the date and reason,if known,for agreement with an organization, agent, or other person dropping or terminating Dependent coverage. If the of its choosing. Any such services resulting in a fee not Plan Sponsor knows that the Participant's reason for agreed to in Appendix A, Fee Schedule and Financial dropping or terminating Dependent coverage is in Arrangement in the Administrative Services Agreement contemplation of divorce or legal separation, Plan between Plan Sponsor and Allegiance Benefit Plan Sponsor shall notify the TPA of the same to assure Management,shall have prior written authorization by the that any affected Dependent receives notice of any Plan Sponsor. COBRA rights to which he or she is entitled. 2.5 Third Party Administrator Licensure. The TPA represents 3.5 SSI Determination Letters: Plan Sponsor will forward that it is licensed and/or registered as a third party copies of any Social Security Disability Determination administrator in the following states: Montana, California, letters it may receive from COBRA Participants,within 10 Colorado, Idaho, Kansas, Nebraska, North Dakota, days after Plan Sponsor receives the same and has date Oregon, South Dakota, Utah, Washington, Wisconsin, stamped the letter. and Wyoming. 3.6 Plan Sponsor Plan, Changes, and Amendments: Plan SECTION 3: Responsibilities of Plan Sponsor Sponsor will notify the TPA of any changes in benefits, eligibility and/or premiums for Plan Sponsor's Plan, in 3.1 Initial Notice: If applicable, Plan Sponsor will notify the accordance with the terms of the Administrative Service TPA within thirty (30) days after employees and/or their Agreement for the Plan Sponsor's Plan. dependents enroll in Plan Sponsor's Plan, of such MED STD SNGL EMP MEDICAL ASA Page 22 of 42 REV.10-2022 ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC 16E3 3.7 COBRA Premiums: Plan Sponsor will determine the 4.5 Contemplation of Divorce: Upon receipt of notice from the amount to be charged for COBRA premiums and notify Plan Sponsor, the TPA will provide notices to spouses the TPA of the same, in writing, upon execution of this and other Dependents whose coverage is being Agreement. Plan Sponsor will notify the TPA in writing of terminated in contemplation of divorce or legal separation any premium changes at least thirty(30)days prior to the that they may have rights to COBRA continuation effective date of the change or as soon as reasonably coverage when the divorce decree or legal separation is possible thereafter. entered by a court. 3.8 COBRA Election Forms: If Plan Sponsor receives 4.6 Post-Election Notices: The TPA will provide all post requests for COBRA coverage, Plan Sponsor will record election notices to employees and their spouses required on the form the date it was received by Plan Sponsor. by applicable law, including but not limited to notice of Plan Sponsor will fax a copy of the form to the TPA on ineligibility for COBRA continuation coverage, notice of the date it is received by Plan Sponsor, and will mail a nonpayment of premium, and notice of termination of copy of the same to the TPA within five(5)days of receipt COBRA coverage. If the notice of ineligibility is due to by Plan Sponsor. the employee's termination of employment for gross misconduct,the Plan Sponsor shall be solely responsible 3.9 Premium Trust Accounts: Plan Sponsor will establish, or for the determination of gross misconduct. cause to be established, a premium trust account at a bank designated by the TPA. Plan Sponsor, and not the 4.7 Plan Changes and Amendments: The TPA will inform TPA,will be the owner of such account. COBRA Participants under the Plan of any changes in benefits,eligibility requirements,or premiums of the Plan. Plan Sponsor authorizes the TPA to endorse COBRA The obligations of the TPA under this subsection will be premium payments received by stamping the same with"FOR limited to mailing to COBRA Participants, copies of all DEPOSIT ONLY" and the applicable premium trust account Plan amendments, changes, modifications, or other number and to deposit the payments into the premium trust notices as received from the Plan Sponsor. account. 4.8 Customer Service Toll-Free Line: The TPA will provide customer service assistance regarding COBRA issues to 3.10 Premium Payments Received from COBRA Participants: Plan Sponsor and beneficiaries under Plan Sponsor's If Plan Sponsor receives premium payments directly from Plan through a toll-free telephone number during regular COBRA Participants, Plan Sponsor will notify the TPA in business hours. writing on the date of receipt, or cause the TPA to be notified in writing on the date of receipt, of the premium 4.9 COBRA Participant Premiums: The TPA will bill COBRA amount,the name of the COBRA Participant(s)for whom Participants for the premiums as designated by Plan the premium applies,date of receipt,and period for which Sponsor and in accordance with applicable law. The TPA the premium applies. Plan Sponsor shall forward will not be required to bill for any premium amount that premium checks received to the TPA for deposit into the does not comply with applicable law. premium trust account. The TPA will direct COBRA Participants to make 3.11 Initial Grace Period: Plan Sponsor designates that the premium payments payable to the Plan Sponsor and to initial 45 day grace period for the premium payment will send payments to the TPA for deposit into the premium begin on the date of COBRA election. trust account. If the TPA receives premium checks made 3.12 Other: Plan Sponsor will provide any other information payable to the TPA, the TPA will endorse them over to required by the TPA to perform its obligations under this Plan Sponsor, without recourse. The TPA will collect Agreement. COBRA premiums and deposit them in the Plan Sponsor's premium trust account no less frequently than SECTION 4: COBRA Services of the TPA weekly. The TPA will establish, or cause to be established, a 4.1 Initial Notice. If applicable, within fourteen (14) days of system to credit the premium payments to the receipt of notice from Plan Sponsor of a newly-enrolled appropriate Qualified Beneficiary or COBRA Participant. employee and/or spouse, the TPA will mail to the employee and/or spouse an initial notice of COBRA 4.10 Late Premium Notices: The TPA will send a reminder continuation coverage rights. notice to Qualified Beneficiaries and COBRA Participants whose premium payment has not been received on or 4.2 Enrollment Packet: Within 14 days of receipt of notice about the twentieth day of the month. from the Plan Sponsor of a Qualifying Event,the TPA will mail to Qualified Beneficiaries a notice of the right to elect 4.11 Late Premium Payments: If the TPA receives a premium COBRA continuation coverage. payment past the premium due date(including any grace period provided by law or the Plan), the TPA will return 4.3 Enrollment of Qualified Beneficiaries:The TPA will enroll the payment to the sender with a notice that it cannot be all Qualified Beneficiaries who elect COBRA continuation accepted. The TPA will return the payment to the sender, coverage within the time permitted by law. with such notice, within five (5) days of receiving the payment. 4.4 Notice of Open Enrollment. The TPA will notify COBRA participants of any open enrollment periods held for employees under Plan Sponsor's Plan. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 23 of 42 REV.10-2022 4^ :/ 16 E3 4.12 COBRA Terminations: The TPA will notify the Plan Participant or Qualified Beneficiary for failure of the Plan Sponsor of the date COBRA continuation coverage will Sponsor to properly notify the TPA and provide the expire in the absence of any default, for each COBRA information required for the TPA to perform its obligations Participant. Such notice will be given in an eligibility under this Agreement. The TPA will have no liability for report provided by the TPA to the Plan Sponsor on a the accuracy of the information provided by the Plan monthly basis. Sponsor and for any actions taken in reliance upon any such information. 4.13 Notice of Default: The TPA will notify each COBRA Participant, in writing, of any default in payment of 7.3 NSF Checks:This Agreement will not be construed in any premium, or other default causing loss of coverage, manner to require the TPA to collect insufficient funds, including the date of default and the date COBRA "stop-payment"or otherwise dishonored checks, or other continuation coverage terminated. Notice will be sent by negotiable instruments received for premium payments, first class mail within five (5) days following receipt of which are subsequently not paid by the maker. The TPA notice from Plan Sponsor and/or Plan Administrator. will not be liable for any losses to Plan Sponsor or Plan Sponsor's Plan as a result of such checks or negotiable 4.14 Notice of COBRA Exhaustion: The TPA will notify each instruments. COBRA Participant of the date COBRA continuation coverage will expire in the absence of any default. Such 7.4 Determinations of Gross Misconduct: The TPA shall not notice will be sent by first class mail within thirty(30)days make any determinations of any nature regarding of the termination date. whether a Qualified Beneficiary's termination from employment was due to gross misconduct.The TPA shall 4.15 Conversion Coverage: If applicable, the TPA shall be entitled to rely upon any determinations of gross provide notices to eligible COBRA Participants of their misconduct as made by the Plan Sponsor and shall have rights to obtain conversion coverage. Such notices shall no liability for actions taken in reliance upon any such be supplied at the expense of the Plan. The TPA shall information as provided by the Plan Sponsor. administer conversion rights in accordance with the provisions of the Plan document. SECTION 8: Indemnification SECTION 5: Creditable Coverage Certification Services of 8.1 Plan Sponsor Indemnification: The TPA will indemnify, the TPA defend, save and hold the Plan Sponsor harmless from and against any and all claims, suits, actions, liabilities, 5.1 Customer Service Toll-Free Line: The TPA will provide losses, penalties or damages including court costs and customer service assistance regarding Creditable attorneys'fees with respect to the Plan to the extent they Coverage to Plan Sponsor and beneficiaries under Plan are caused by the gross negligence, malfeasance, or Sponsor's Plan through a toll-free telephone number criminal acts or omissions of the TPA or its employees in during regular business hours. the performance of its duties under this Agreement and for any acts taken at the specific direction of the Plan 5.2 Certificates of Credible Coverage: The TPA will provide Sponsor. Certifications of Creditable Coverage as required by law, to employees, dependents and others authorized to 8.2 TPA Indemnification: The Plan Sponsor will indemnify, receive this information. defend, save, and hold the TPA harmless from and against any and all claims, suits, actions, liabilities, SECTION 6: TPA Compensation losses, penalties or damages, including court costs and attorneys' fees, to the extent that such claims, losses, Plan Sponsor agrees to pay the TPA its compensation for liabilities, damages and expenses are caused by the services provided under this Agreement in accordance gross negligence, malfeasance or criminal acts or with the terms and conditions outlined in Appendix A, omissions of the Plan Sponsor, its agents and "Fee Schedule and Financial Arrangement" in the employees, in the performance of its duties under this Administrative Services Agreement between Plan Agreement and in those situations under Section 7 where Sponsor and Allegiance Benefit Plan Management. the TPA is exculpated from liability. To the extent authorized by law, and applicable to contract and SECTION 7: Limitations on Liability indemnity claims the foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the 7.1 Premium Payments/Loss of Coverage: Except as limits set forth in Section 768.28, Florida Statutes. provided for under section 8.1, the TPA will have no liability to any person or entity regarding the processing SECTION 9: Term and Termination of Agreement of premium payments. Provided the TPA acts in accordance with this Agreement, the TPA will have no 9.1 Term and Renewal Term. The term of this Agreement liability to any person or any entity for loss of COBRA shall commence on January 1, 2023, and end on coverage as a result of late or nonpayment of premium. December 31, 2027, and may be renewed for two (2) additional one(1)year periods as mutually agreed by the 7.2 Failure of Plan Sponsor to Notify:The TPA will provide all parties in writing unless terminated earlier in accordance notices to COBRA Participants and Qualified with the Administrative Services Agreement. Beneficiaries in accordance with this Agreement. Provided the TPA acts in accordance with this 9.2 Termination. This Agreement shall be terminated in Agreement, the TPA will have no liability to any COBRA accordance with the provisions of Article V: Term and MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 24 of 42 REV.10-2022 !C 1 6 E 3 . Termination of the Administrative Services Agreement. class postage prepaid, certified mail, return receipt requested.; date of facsimile transmission; or date of e- 9.3 Survival: The provisions of Sections 2, 7, and 8 shall mail transmission. survive termination of this Agreement. Notice to the TPA shall be directed to: SECTION 10: General Provisions Stephen A. Tahta, President, Allegiance Benefit Plan 10.1 Authorization: Plan Sponsor grants to the TPA the Management, Inc., 2806 South Garfield St., PO Box authority to do all acts it deems necessary to carry out the 3018, Missoula, MT 59806-3018; Phone: (406) 721- terms of this Agreement. 2222; Fax: (406)721-2252; Email: Stephen.Tahta@askallegiance.com. 10.2 Waiver: No forbearance or neglect on the part of either party to enforce or insist upon any of the provisions of this Notice to the Plan Sponsor shall be directed to: Agreement will be construed as a waiver, alteration, or modification of this Agreement. Jeff Walker,Director of Risk Management,Collier County Government, 3311 Tamiami Trail East, Naples, FL 10.3 Entire Agreement, Amendments, Modification: This 34112; Phone: (239)252-8906; Agreement and any attachments constitute the entire Email: Jeff.Walkera@colliercountYfl.gov agreement between the parties with respect to its subject matter. This Agreement supersedes all existing 10.9 Choice of Law and Venue. This Agreement shall be agreements and all other oral, written or other governed and construed in accordance with the laws of communications between them concerning its subject the State of Florida, with venue in the State and Federal matter. This Agreement or any attachment shall not be courts in and for Collier County, Florida. amended or modified except as agreed upon in writing and signed by the parties. If any such modification or Prior to the initiation of any action or proceeding amendment increases the direct costs to the TPA under permitted by this Agreement to resolve disputes between this Agreement, the Plan Sponsor agrees to pay any the parties, the parties shall make a good faith effort to increases in direct costs that the TPA reasonably expects resolve any such disputes by negotiation. The to incur as a result of such modification. negotiation shall be attended by representatives of the TPA with full decision-making authority and by Plan 10.4 Severability: If any provision of this Agreement is held to Sponsor's staff person who would make the presentation be invalid, illegal, or unenforceable by any court of final of any settlement reached during negotiations to Plan jurisdiction, it is the intent of the parties that all other Sponsor for approval. Failing resolution, and prior to the provisions of this Agreement be construed to remain fully commencement of depositions in any litigation between valid, enforceable, and binding on the parties. the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through Mediation before 10.5 Agreement Counterparts: This Agreement may be an agreed-upon Circuit Court Mediator certified by the executed in two or more counterparts, each and all of State of Florida. The mediation shall be attended by which will be deemed an original and all of which together representatives of the TPA with full decision-making will constitute but one and the same instrument. authority and by Plan Sponsor's staff person who would make the presentation of any settlement reached at 10.6 Assignment. Neither party shall assign, transfer, or mediation to Plan Sponsor's board for approval. Should subcontract any portion of this Agreement without the either party fail to submit to mediation as required prior written consent of the non-assigning party. hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Statutes. 10.7 Notice of Threatened Litigation: The Plan Sponsor will Any suit or action brought by either party to this notify the TPA within ten (10) days of any threatened Agreement against the other party relating to or arising litigation, lawsuits or regulatory complaints or inquiries out of this Agreement must be brought in the appropriate pertaining to the subject matter of this Agreement, or any federal or state courts in Collier County, Florida, which inquiry made by any federal or state authority regarding courts have sole and exclusive jurisdiction on all such the same. matters. 10.8 Service of Notice. Neither party will be bound by any 10.10 Headings: Section headings are included only for notice, directive or request unless and until it is received convenient reference and do not describe the sections to in writing, or by facsimile transmission, or by e-mail which they relate. address at the addresses in this subsection. All notices given to either party under this Agreement shall, unless 10.11 Interpretation of Words: Words denoting the singular otherwise specified in writing, be deemed to have been include the plural and vice versa. given three (3) days after deposit in the U.S. Mail, first MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 25 of 42 REV.10-2022 16E3 APPENDIX D RFP#22-7977 "Group Health& Dental Plan Administration Services" ADMINISTRATIVE SERVICES AGREEMENT SECTION 105 MEDICAL EXPENSE REIMBURSEMENT PLAN This Agreement, effective for the period beginning January 1, 2023, and ending December 31, 2027, and may be renewed for two (2) additional one (1) year periods as mutually agreed by the parties in writing , is entered into by Collier County Government, a political subdivision of the State of Florida(hereinafter referred to as the "Plan Sponsor") and Allegiance Benefit Plan Management, Inc., a corporation duly organized and existing under the laws of the State of Montana (hereinafter referred to as the"TPA"). WHEREAS, the Plan Sponsor sponsors a medical expense reimbursement plan (hereinafter referred to as the health reimbursement arrangement or HRA Plan)which is a healthcare expense reimbursement plan within the meaning of Section 105 of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder, for all employees participating in the Plan Sponsor's health or welfare benefits plan; and WHEREAS, the Plan Sponsor wishes to contract with an independent third-party administrator to perform certain supervisory services with respect to the HRA Plan; and WHEREAS,the TPA desires to contract with the Plan Sponsor to perform such supervisory services with respect to the Plan, as set forth below; and WHEREAS, the parties wish to enter into this Agreement to set forth the obligations and duties of both parties with regard to such supervisory services. THEREFORE, in consideration of the promises and mutual covenants contained herein, the Plan Sponsor and the TPA enter in to this Agreement for administrative services for the HRA Plan. SECTION 1. DEFINITIONS whether or not any such persons are on the employer's W-2 payroll, or any individual who performs services For the purposes of this Agreement the following words and for the Employer but who is paid by a temporary phrases have the meanings set forth below, unless the context employment agency under a professional employer clearly indicates otherwise and, wherever appropriate, the arrangement or other employment agency, or any singular will include the plural and the plural will include the employee for whom the terms of a collective bargaining singular. agreement would supersede the terms of this plan. 1.1 "COBRA" means the Consolidated Omnibus Budget 1.6 "Employer" means the Plan Sponsor and any Reconciliation Act of 1985, as amended, together with successor organization or affiliate of such Employer all regulations applicable thereto. which assumes the obligations of the HRA Plan and this Agreement. 1.2 "Code"means the Internal Revenue Code of 1986,and any applicable amendments and any Treasury 1.7 "ERISA" means the Employee Retirement Income regulation applicable to the section or subsection. Security Act of 1974, as amended, together with all regulations applicable thereto. 1.3 "Covered Person" means any Participant or Dependent of a Participant meeting the eligibility 1.8 "Fee Schedule" means the listing of fees or charges requirements for coverage and properly enrolled for for services provided under Appendix A of this coverage as specified in the Plan. Appendix this Agreement. This Fee Schedule may be modified from time to time in writing by the mutual 1.4 "Dependent" means any eligible Dependent who is a agreement of the parties. The Fee Schedule is Tax Dependent for the tax year during which expenses contained in Appendix A and is a part of this were incurred. Agreement. 1.5 "Employee" means an individual that the Employer 1.9 "Group Health Plan" means any group health care, classifies as a common-law employee and who is paid disability, #dental or vision care plan provided by by the Employer, but does not include any leased premiums to and contract with a third-party insurer that employee(including but not limited to those individuals is in force for Employees of the Employer and as may defined in Code '414(n)), or any individual classified be amended or replaced from time to time at the by the Employer as a contract worker, independent discretion of the Employer. contractor, temporary employee or casual employee, MED STD SNGL EMP MEDICAL ASA REV.10-2022 r� ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 26 of 42 V 16E3 1.10 "HIPAA" means the Health Insurance Portability and SECTION 2. RELATIONSHIP OF THE PARTIES Accountability Act of 1996, as it may be amended from time to time, and all regulations applicable thereto. 2.1 The Plan Sponsor delegates to the TPA only those powers and responsibilities with respect to 1.11 "Participant" is any employee, retiree or COBRA development, maintenance and administration of the beneficiary who is eligible for, properly enrolled in and HRA Plan that are specifically enumerated in this entitled to benefits from the HRA Plan. Agreement. Any function not specifically delegated to and assumed by the TPA in writing pursuant to this 1.12 "Plan" means the Medical Expense Reimbursement Agreement will remain the sole responsibility of the Plan for the Employees of Plan Sponsor, which is the Plan Sponsor. The Plan Sponsor retains the subject of this Agreement and which the Plan Sponsor responsibility for any obligations under the has established pursuant to the Plan Document, Consolidated Omnibus Budget Reconciliation Act together with any and all amendments, supplements (COBRA) of 1985, as amended, and obligations under and appendices and any other relevant documents the Health Insurance Portability and Accountability Act pertinent to its operation and maintenance. of 1996 (HIPAA) unless this Agreement and the Fee Schedule in Appendix A expressly include language 1.13 "Plan Administrator"means the Employer and/or any and fees for COBRA or HIPAA administrative services person or entity designated by the Plan Sponsor which by the TPA. is responsible to manage the day-to-day functions and management of the HRA Plan and make all 2.2 The TPA is acting as an independent contractor for discretionary decisions regarding Plan terms and purposes of this Agreement. As such,the TPA is not a managing Plan funds. The Plan Administrator may fiduciary and does not assume any liability or employ persons or firms to process premium payments responsibility for any breach of duty or act of omission and perform other Plan-connected services. For the by Plan Sponsor. purposes of the Employee Retirement Income Security Act of 1974, as amended, and any applicable state 2.3 The parties acknowledge that: legislation of a similar nature, the Employer will be deemed to be the Plan Administrator of the Plan unless A. This is a contract for administrative services by action of the Board of Directors or equivalent only as specifically set forth herein; and authority the Employer designates an individual or committee to act as Plan Administrator. B. This Agreement will not be deemed a contract of insurance under any laws or regulations. 1.14 "Plan Document" means the instrument or The TPA does not insure, guarantee or instruments that set forth and govern the duties of the underwrite the liability of the Plan Sponsor Plan Sponsor and eligibility and benefit provisions of under the Plan. The Plan Sponsor has total the HRA Plan which provide for reimbursement of out- responsibility for payment of contributions for of-pocket healthcare expenses not covered under the the employee health and welfare benefits Plan Sponsor's employee health and welfare benefits reimbursement plan under the HRA Plan and plan. all expenses incidental to the Plan. 1.15 "Plan Sponsor"will be as defined in Section 3(16)(A) 2.4 Except as specifically set forth herein, this Agreement of ERISA and means the entity and any successor will inure to the benefit of and be binding upon the entity or organization, which is responsible for and parties hereto and their respective legal successors which has created, established and maintains an provided, however, neither party may assign this employee health and welfare benefit plan for the Agreement without the prior written consent of the benefit of a group or groups of employees. Plan other,which consent will not be unreasonably withheld. Sponsor includes any successor organization or There are no intended third-party beneficiaries to this affiliate of such Plan Sponsor that assumes the Agreement, and this Agreement will not be construed obligations of the HRA Plan and this Agreement. in any manner as to create same. 1.16 "Plan Year" means the twelve-month period of time 2.5 Any dispute as to the applicability of this Agreement commencing with the effective date of this HRA Plan or between the parties or the respective rights and the Plan anniversary date, and terminating on the date obligations of the parties under this Agreement which of the next succeeding Plan anniversary date.The Plan the parties are unable to resolve,will be determined by anniversary date will be January 1st of each year. arbitration. Either party may submit the dispute to arbitration before a single arbitrator and in accordance 1.17 "Plan Summary" means the document that describes with the rules of the American Arbitration Association. the terms and conditions under which the HRA Plan The cost of such arbitration will be paid by the party operates. that does not substantially prevail. The decision of the arbitrator will be final and binding upon the parties and 1.18 "Working Day" means a regular business day that is may be filed with any court of competent jurisdiction not a recognized federal or banking holiday, and and enforced as judgment of that court. specifically excluding any Saturday or Sunday. 2.6 It is agreed by the parties to this Agreement that any cause of action brought by either party to this contract MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 27 of 42 REV.10-2022 Y 16E3 must be made within two (2) years of the date of 3.5 The TPA will possess throughout the term of this occurrence of any alleged breach,infraction or dispute, Agreement an in-force fidelity bond or other insurance or within two (2) years of the termination date of this as may be required by state and federal laws for the Agreement,whichever occurs first. protection of its clients. Additionally, the TPA agrees to comply with any state or federal statutes or 2.7 The TPA agrees to be duly licensed as a Third Party regulations regarding its operations. Administrator to the extent required under applicable law and agrees to maintain such licensure throughout 3.6 The TPA will maintain information that identifies a the term of this Agreement. Participant in a confidential manner. The TPA agrees to take all reasonable precautions to prevent disclosure 2.8 The parties to this Agreement acknowledge that TPA or the use of premium payment information for a will have no obligation of any sort, express or implied, purpose unrelated to the administration of the Plan. in this contract to provide Plan Sponsor with any proprietary, confidential or trade secret information of 3.7 Plan Sponsor may provide its own Plan Document and TPA. Plan Sponsor is entitled to its claims information Summary Plan Description at its expense, used by and other information which the Plan Sponsor and Plan TPA for review and approval by Plan Sponsor's legal Administrator are required to retain by applicable law, counsel, subject to review and approval by TPA. but any proprietary, confidential or trade secret information of TPA shall be removed from such 3.8 The TPA will provide non-proprietary information and information. TPA will not disclose proprietary, documents as requested by the Plan Sponsor to confidential or trade secret information to Plan Sponsor brokers and agents designated by the Plan Sponsor, without Plan Sponsor first executing a legally binding provided, however, if the Plan Sponsor has entered Confidentiality and Non-Disclosure Agreement into an agent of record agreement with any agent or regarding such information. broker, and the TPA has notice of the same, the TPA will not be required to provide any information or SECTION 3. THE TPA'S RESPONSIBILITIES documentation to other agents or brokers unless or until Plan Sponsor has terminated the agent of record The TPA will provide the following HRA Plan Supervisory agreement and notified the agent of record of the Services for the Plan Sponsor. The fees for these services are termination. The TPA will have the express right to stated in the Fee Schedule in Appendix A. contact any agent of record to verify the agent of record agreement has been terminated. A separate fee will 3.1 The TPA will assist Plan Sponsor in developing and be charged for this service as stated in Appendix A. designing the HRA Plan and any amendments, revisions or modifications, subject to approval by Plan 3.9 The TPA will have no obligation whatsoever with Sponsor or Plan Sponsor's attorney. regard to the Plan Sponsor's obligations and responsibilities under the Consolidated Omnibus 3.2 The TPA will maintain HRA Plan records based on Budget Reconciliation Act (COBRA) of 1985, as information submitted by the Plan Sponsor as to the amended, or the Health Insurance Portability and dates on which the Plan becomes effective. Accountability Act(HIPAA)of 1996, unless specifically requested by Plan Sponsor, in which case TPA's 3.3 The TPA will perform the following specific services for responsibilities for COBRA administration are stated in Plan Sponsor as requested: the COBRA Appendix C attached hereto and made a part hereof by this reference. A. Receive reimbursement requests and supporting documentation (Explanations of 3.10 Upon request of Plan Sponsor, TPA will perform 25% Benefits)from Participants for processing. Key Employee Concentration discrimination testing and/or prepare the IRS Form 5500 for the Plan B. Process Qualifying Expenses and determine referenced in this Agreement. However, by providing Reimbursable Expenses in accordance with these services, TPA is not acting as Plan Sponsor's the terms of the Medical Expense legal counsel or tax advisor. All services provided by Reimbursement Plan Document. TPA under this paragraph should be reviewed by Plan Sponsor's legal counsel and tax advisors. C. Notify Plan Sponsor for funding requirements in order to fully fund and pay claims as SECTION 4. PLAN SPONSOR OBLIGATIONS required by applicable law. 4.1 Plan Sponsor will furnish to the TPA the following D. Prepare and transmit reimbursement for reports and information to allow effective performance Reimbursable Expenses as defined in the by the TPA: Plan Document. A. Certification of participation in the HRA Plan 3.4 The TPA agrees to be duly licensed as a Third Party and such other information as may be Administrator to the extent required under applicable necessary. law and agrees to maintain such licensure throughout the term of this Agreement. 4.2 Plan Sponsor will give notice of the establishment of the HRA Plan to its employees and will be responsible MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 28 of 42 REV.10-2022 16E3 for distributing copies of the Plan Summary to 4.13 Plan Sponsor will maintain a supply of election forms participating employees. and other documents provided by the TPA and will make them available to participating employees. 4.3 Plan Sponsor will maintain current and accurate Plan eligibility and participation records, verify Participant 4.14 Plan Sponsor will provide all reports and documents eligibility and submit this information if requested by the required from time to time to satisfy governing law or to TPA, to the TPA at its designated mailing address. promote effective HRA Plan operation, including, but This information will be provided in a format acceptable not limited to, year-to-date payroll deduction to the TPA and will include the following for each summaries. Participant: name and address, Social Security number, date of birth, type of coverage, sex, 4.15 Plan Sponsor retains sole responsibility for Plan relationship to employee,changes in participation,date Sponsor's obligations and responsibilities under the participation begins or ends,and any other information Consolidated Omnibus Budget Reconciliation Act necessary to determine eligibility and participation (COBRA) of 1985, as amended, or the Health levels under the Plan. Insurance Portability and Accountability Act(HIPAA)of 1996 , unless Plan Sponsor has specifically requested 4.4 Plan Sponsor will resolve all Plan ambiguities and TPA to provide COBRA administrative services, in disputes relating to the eligibility of a Plan Participant which case TPA's responsibilities for COBRA or any other Plan interpretation questions. The Plan administration are stated in the COBRA Appendix C Sponsor will respond to any written request made by attached hereto and made a part hereof by this the TPA within ten (10)working days. reference. 4.5 Plan Sponsor will provide the TPA with copies of any 4.16 If the Plan Sponsor elects Set-Up Services only, as and all revisions or changes to the Plan within five (5) shown on the Fee Schedule in Appendix A, and elects Working Days of the effective date of the changes. not to have the TPA provide Re-Enrollment Services, the TPA will have no responsibility whatsoever for notifying Plan Sponsor of changes in, and required 4.6 Plan Sponsor will provide, and timely distribute, all compliance with, the laws applicable to this Plan cs and informationn required to be given to including Plan Document revisions required for such Participants, maintain and operate the Plan in compliance. The Plan Sponsor will remain solely accordance with applicable law, maintain all record responsible for remaining apprised of such future keeping, and file all forms relative thereto pursuant to changes in laws and required compliance with regard any federal, state, or local law, unless this Agreement to Plan Documents. specifically assigns such duties to the TPA. 4.17 TPA provides a website to its customers for access to 4.7 Plan Sponsor will at all times acknowledge that it is the plan information which includes Protected Health Plan Sponsor,h a termso Administrator, and Nam Ased Information (PHI)as that term is defined by the Health Fiduciary, as these are defined in ERISA. As Insurance Portability and Accountability Act of 1996 such, Plan Sponsor retains full discretionary control (HIPAA). Access to PHI via the website is limited to and authority and administration o the ePponsibility in the the person to whom the PHI belongs by use of a unique operation and of Plan. personal password mailed to that person's known 4.8 Plan Sponsor will pay any and all taxes, licenses, and address. fees levied, if any, by any local, state, or federal Plan Sponsor has requested TPA issue passwords to authority in connection with the Plan. persons requesting them via the TPA's website. 4.9 Plan Sponsor will hold confidentialAssuming there are no technological impediments to information providing this service to Plan Sponsor, Plan Sponsor obtained that is proprietary to the TPA or information or and TPA agree to the following: material not generally known by personnel other than management employees of the TPA. Confidentiality is The person requesting a password will certify their subject to Chapter 119, Florida Statutes, also known identity by using unique identifiers. as the public Records Law. TPA will not be responsible or liable in any way as the 4.10 Plan Sponsor will pay, in accordance with the Fee Business Associate of Plan Sponsor for any fraud or Schedule, the TPA's fees for services rendered under identity misrepresentation which causes a password to this Agreement. be issued to the wrong person. 4.11 Plan Sponsor will maintain any insurance as may be SECTION 5. DURATION OF AGREEMENT required by state or federal law for the protection of the Plan and Participants. 5.1 This Agreement shall commence on January 1, 2023, and end on December 31, 2027 and may be renewed 4.12 Plan Sponsor will notify the TPA of any requests for for two (2) additional one (1) year periods as mutually HRA Plan documents. agreed by the parties in writing. MED STD SNGL EMP MEDICAL ASA a 29 of 42 REV.10-2022 ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page , 16E3 5.2 In the event of a change in the Fee Schedule for a provided that an order for relief from subsequent twelve (12) month period, an amendment automatic stay has been obtained, or with shall be issued and signed by the parties. respect to a Chapter 11 proceeding, that the bankrupt or Bankruptcy Trustee fails to 5.3 At any time during the term of this Agreement, either reaffirm this Agreement and provide adequate the Plan Sponsor or the TPA may amend or change assurances pursuant to 11 USC 365. the provisions of this Agreement. These amendments or changes must be agreed upon in advance in writing 5.6 The Plan Sponsor may, at its option, terminate this by both the Plan Sponsor and the TPA. If any such Agreement within sixty (60) days written notice upon amendment increases the TPA's cost of administering the occurrence of any one or more of the following the Plan,the Plan Sponsor agrees to pay any increase events pertaining to the TPA: in funding expenses, as well as increases in administrative fees or other costs which the TPA A. Insolvency; reasonably expects to incur as a result of such modification. B. Court appointment of a permanent receiver for all or substantially all of the TPA's assets; Any amendment which affects only the Fee Schedule, Appendix A, shall be made, in writing signed by all C. A general assignment of the benefit of parties. All fee quotes accepted by Plan Sponsor for creditors by the TPA; renewals of this Agreement will be incorporated into this Agreement as amendments to the Fee Schedule, D. The filing of a voluntary or involuntary petition Appendix A. of bankruptcy,if such petition is not dismissed within forty-five (45) days of the date of filing, 5.4 This Agreement may be terminated by either party at provided that an order for relief from any time upon providing the terminating party with sixty automatic stay has been obtained, or with (60)days prior notice of intent to terminate unless both respect to a Chapter 11 proceeding, that the parties agree to waive such advance notice. At the bankrupt or Bankruptcy Trustee fails to option of the party initiating the termination, the other reaffirm this Agreement and provide adequate party may be permitted a cure period (of a length assurances pursuant to 11 USC 365; determined by the party initiating the termination) to cure any default. E. The TPA engages in any unethical business practice or conducts itself in a manner which 5.5 The TPA may, at its sole option, terminate this in the reasonable judgment of the Plan Agreement within sixty (60) days written notice upon Sponsor may be a violation of any federal, the occurrence of any one or more of the following state, or other government statute, rule, or events pertaining to the Plan Sponsor: regulation; or A. The Plan Sponsor fails to pay administration F. The TPA loses its licensure or certification fees or other fees for the TPA's services upon required by law to continue its business or presentation for payment and in accordance continue as third-party administrator. with the Fee Schedule; SECTION 6. LIMITATIONS AND INDEMNIFICATION B. The Plan Sponsor engages in any unethical business practice or conducts itself in a 6.1 In performing its obligations in this Agreement,the TPA manner which in the reasonable judgment of is acting only as an independent contractor. Plan the TPA may be a violation of any federal, Sponsor shall be deemed to be Plan Administrator, state, or other government statute, rule, or unless Plan Sponsor designates an individual or regulation; committee to act as Plan Administrator. For purposes of the Employee Retirement Income Security Act of C. The Plan Sponsor,through its acts, practices, 1974 as amended from time to time and any applicable or operations, exposes the TPA to any State legislation of a similar nature, Sponsor will be existing or potential investigation or litigation; deemed to be Administrator of the Plan, unless Sponsor designates an individual or committee to act D. Insolvency; as Administrator. In no instance will the TPA be deemed to be or be, Administrator of the Plan for E. Court appointment of a permanent receiver purposes of the Employee Retirement Income Security for all or substantially all of the Plan Sponsor's Act of 1974, as amended from time to time. assets; 6.2 The TPA will indemnify,defend,save and hold the Plan F. A general assignment of the benefit of Sponsor harmless from and against any and all claims, creditors by the Plan Sponsor; or suits, actions, liabilities, losses, penalties or damages including court costs and attorney's fees with respect G. The filing of a voluntary or involuntary petition to the Plan which directly result from or arise out of the of bankruptcy,if such petition is not dismissed dishonest,fraudulent,grossly negligent or criminal acts within forty-five (45) days of the date of filing, MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 30 of 42 REV.10-2022 Ct.�� 16E3 of the TPA or its employees, except for any acts taken disturb the validity of the remainder of this Agreement, at the specific direction of the Plan Sponsor. which shall remain in accordance with its terms. 6.3 The Plan Sponsor will indemnify, defend, save, and 7.7 The Plan Sponsor will notify the TPA within ten (10) hold the TPA harmless from and against any and all Working Days of any inquiry made by any Participant claims, suits, actions, liabilities, losses, penalties or or authorized representative of any Participant related damages, including court costs and attorney's fees, to to Plan Documents, Plan Records, disputes, the extent that such claims, losses, liabilities,damages threatened litigation, lawsuits pertaining to the Plan or and expenses arise out of or are based upon the gross any inquiry made by any federal or state authority negligence, fraudulent, criminal or dishonest acts of regarding the Plan. Plan Sponsor, its agents and employees in the performance of their duties, a release of data by the 7.8 In the event that either party is unable to perform any TPA to the Plan Sponsor, or an interpretation of the of its obligations under this Agreement because of Plan by the Plan Sponsor on which the TPA acts. To natural disaster, labor unrest, civil disobedience, acts the extent authorized by law,and applicable to contract of war(declared or undeclared), or actions or decrees and indemnity claims the foregoing indemnification of governmental bodies(any one of these events which shall not constitute a waiver of sovereign immunity is referred to as a "Force Majeure Event"), the party beyond the limits set forth in Section 768.28, Florida who has been so affected shall immediately notify the Statutes. other party and shall do everything possible to resume performance. SECTION 7. MISCELLANEOUS Upon receipt of such notice, all obligations under this 7.1 This Agreement, together with all addenda, exhibits, Agreement shall be immediately suspended. If the and appendices supersedes any and all prior period of non-performance exceeds fourteen (14) representations, conditions, warranties, Working Days from the receipt of notice of the Force understandings, proposals, or other agreements Majeure Event, the party whose ability to perform has between the Plan Sponsor and the TPA hereto, oral or not been so affected may, by giving ten (10)Working written, in relation to the services and systems of the Days written notice,terminate this Agreement. TPA, which are rendered or are to be rendered in connection with its assistance to the Plan Sponsor in 7.9 All notices required to be given to either party by this the administration of the Plan. Agreement shall, unless otherwise specified in writing, be deemed to have been given three (3) days after 7.2 This Agreement, together with the aforesaid addenda, deposit in the U.S. Mail, first class postage prepaid, exhibits, and appendices constitutes the entire certified mail, return receipt requested. Administrative Services Agreement of whatsoever kind or nature existing between or among the parties. Any official notice to the TPA will be mailed to the attention of the President at 2806 South Garfield 7.3 The parties hereto, having read and understood this Street, Missoula, MT 59801. The TPA will not be entire Agreement, acknowledge and agree that there bound by any notice, directive or request unless and are no other representations, conditions, promises, until it is received in writing at this address. agreements, understandings, or warranties that exist outside this Agreement which have been made by Any official notice to the Plan Sponsor will be mailed to either of the parties hereto,which have induced either the attention of the Risk Management Director,at 3311 party or have led to the execution of this Agreement by Tamiami Trail East, Naples, Florida 34112. The Plan either party. Any statements, proposals, Sponsor will not be bound by any notice, directive or representations, conditions, warranties, request unless and until it is received in writing at this understandings, or agreements which may have been address. heretofore made by either of the parties hereto, and which are not expressly contained or incorporated by 7.10 This Agreement shall be interpreted and construed in reference herein, are void and of no effect. accordance with the laws of the state of Florida except to the extent superseded by federal law. Venue shall 7.4 This Agreement may be executed in two or more be in the state and federal courts in and for the U.S. counterparts,each and all of which shall be deemed an Middle District Court, Fort Myers, Florida. original and all of which together shall constitute but one and the same instrument. 7.11 No forbearance or neglect on the part of either party to enforce or insist upon any of the provisions of this 7.5 Except as provided herein, no changes in or additions Agreement shall be construed as a waiver, alteration, to this Agreement shall be recognized unless and until or modification of the Agreement. made in writing and signed by all parties hereto. 7.6 In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 31 of 42 REV.10-2022 50 16E3 APPENDIX A to APPENDIX D FEE SCHEDULE AND FINANCIAL ARRANGEMENT 1. FEE SCHEDULE The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation to the TPA for any of its services which relate to the Section 105 HRA Plan. Monthly fees are based upon Plan Participant enrollment as of the beginning of the month. All fees stated below are subject to Chapter 218, Florida Statutes,also known as the"Local Government Prompt Payment Act". Plan Sponsor shall pay THE TPA the following fees as indicated: SERVICE AMOUNT DUE A. A fee of$4.00 PEPM for HRA reimbursement processing services. B. Hourly fee of$50.00 for reconciliation of contribution listing and related accounting services. C. Hourly fee of$100.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor. D. Hourly fee of$100.00 per hour for audit assistance services and any other services provided by the TPA not specifically provided for in this Agreement. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 32 of 42 REV.10-2022 16E3 APPENDIX E RFP#22-7977 " Group Health&Dental Plan Administration Services" ADMINISTRATIVE SERVICES AGREEMENT FLEXIBLE BENEFITS PLAN This Agreement, effective for the period beginning January 1, 2023, and ending December 31, 2027, and may be renewed for two (2) additional one (1) year periods as mutually agreed by the parties in writing, is entered into by COLLIER COUNTY GOVERNMENT, a political subdivision of the State of Florida(hereinafter referred to as the"Plan Sponsor") and Allegiance Benefit Plan Management, Inc., a Corporation duly organized and existing under the laws of the State of Montana (hereinafter referred to as the"TPA"). WHEREAS, the Plan Sponsor sponsors a Flexible Benefits Plan (hereinafter referred to as the FLEX Plan) which is a "cafeteria plan" within the meaning of Section 125 of the Internal Revenue Code of 1986 as amended, and regulations issued thereunder, for all employees participating in the Plan Sponsor's health or welfare benefits plan; and WHEREAS, the Plan Sponsor wishes to contract with an independent third party administrator to perform certain supervisory services with respect to the FLEX Plan and to process reimbursement requests submitted under the FLEX Plan; and WHEREAS, the TPA desires to contract with the Plan Sponsor to provide such supervisory and reimbursement services with respect to the FLEX Plan, as set forth below; and WHEREAS, the parties wish to enter into this Agreement to set forth the obligations and duties of both parties with regard to such supervisory and reimbursement services. THEREFORE, in consideration of the promises and mutual covenants contained herein, the Plan Sponsor and the TPA enter in to this Agreement for administrative services for the FLEX Plan. SECTION 1. DEFINITIONS 1.7 "HIPAA" means the Health Insurance Portability and For the purposes of this Agreement the following words and Accountability Act of 1996, as it may be amended from phrases have the meanings set forth below, unless the context time to time, and all regulations applicable thereto. clearly indicates otherwise and, wherever appropriate, the singular will include the plural and the plural will include the 1.8 "Participant" is any employee, retiree or COBRA singular beneficiary who is properly enrolled for and entitled to participate in the FLEX Plan and who submits 1.1 "Calendar Year" means January 1 through expenses for reimbursement from the FLEX Plan. December 31 of the same year. 1.9 "Plan" means the Flexible Benefits Plan for the 1.2 "COBRA" means the Consolidated Omnibus Budget Employees of Plan Sponsor,which is the subject of this Reconciliation Act of 1985, as amended,together with Agreement and which the Plan Sponsor has all regulations applicable thereto. established pursuant to the Plan Document. 1.3 "Covered Services" means the care, treatments, 1.10 "Plan Administrator"means the Employer and/or entity services or supplies described in the Plan Document designated by the Plan Sponsor which is responsible as eligible for reimbursement from the FLEX Plan. to manage the day-to-day functions of the FLEX Plan and make all discretionary decisions regarding Plan 1.4 "Employer" means the Plan Sponsor and any terms and managing Plan assets. The Plan successor organization or affiliate of such Employer Administrator may employ persons or firms to process which assumes the obligations of the FLEX Plan and Reimbursement Requests and perform other Plan- this Agreement. connected services. For the purposes of the Employee Retirement Income Security Act of 1974, as amended, 1.5 "ERISA" means the Employee Retirement Income and any applicable state legislation of a similar nature, Security Act of 1974, as amended, together with all the Employer will be deemed to be the Plan regulations applicable thereto. Administrator of the FLEX Plan unless by action of the Board of Directors or equivalent authority the Employer 1.6 "Fee Schedule"means the listing of fees or charges for designates in writing an individual or committee to act services provided under this Agreement. This Fee as Plan Administrator. Schedule may be modified from time to time in writing by the mutual agreement of the parties. The Fee 1.11 "Plan Document"means the instrument or instruments Schedule is contained in Appendix A and is a part of that set forth and govern the duties of the Plan Sponsor this Appendix E. and eligibility and benefit provisions of the FLEX Plan MED STD SNGL EMP MEDICAL ASA REV.10-2022 ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 33 of 42 16E3 ' which provide for before-tax payment of premiums for A. This is a contract for administrative services the employee health and welfare plan and the only as specifically set forth herein; and reimbursement of Covered Services. B. The TPA will not be obligated to disburse 1.12 "Plan Sponsor"will be as defined in Section 3(16)(A)of more in payment for Reimbursement ERISA and means the entity and any successor entity Requests or other obligations arising under or organization,which is responsible for and which has the FLEX Plan than the Plan Sponsor will created, established and maintains an employee have made available in the Reimbursement health and welfare benefit plan and/or FLEX Plan for Account; and the benefit of a group or groups of employees. Plan Sponsor includes any successor organization or C. This Agreement will not be deemed a contract affiliate of such Plan Sponsor which assumes the of insurance under any laws or regulations. obligations of the FLEX Plan and this Agreement. The TPA does not insure, guarantee or underwrite the liability of the Plan Sponsor 1.13 "Plan Year" means the twelve-month period of time under the FLEX Plan. The Plan Sponsor has beginning with the effective date of the FLEX Plan as total responsibility for payment of before-tax specified in the Plan Document. premiums for the employee health and welfare benefits plan, for Reimbursement 1.14 "Reimbursement Account" means an account utilized Requests under the FLEX Plan and all for reimbursement for Covered Services. For purposes expenses incidental to the FLEX Plan. of this Agreement,the Reimbursement Account means the funds deposited for before-tax payment of 2.4 Except as specifically set forth herein, this Agreement premiums for the employee health and welfare benefits will inure to the benefit of and be binding upon the plan and for Reimbursement Requests. parties hereto and their respective legal successors provided, however, neither party may assign this 1.15 "Reimbursement Request" means a request by a Agreement without the prior written consent of the Participant for reimbursement for Covered Services other,which consent will not be unreasonably withheld. from the FLEX Plan. There are no intended or unintended third-party beneficiaries to this Agreement, and this Agreement 1.16 "Summary Plan Description" means the document will not be construed in any manner as to create same. required to be provided under Sec. 102 of ERISA that describes the terms and conditions under which the 2.5 Prior to the initiation of any action or proceeding FLEX Plan operates. permitted by this Agreement to resolve disputes between the parties,the parties shall make a good faith 1.17 "Working Day"will mean a regular business day that is effort to resolve any such disputes by negotiation. The not a recognized federal or banking holiday, and negotiation shall be attended by representatives of the specifically excluding any Saturday or Sunday. TPA with full decision-making authority and by Plan Sponsor's staff person who would make the SECTION 2. RELATIONSHIP OF THE PARTIES presentation of any settlement reached during negotiations to Plan Sponsor for approval. Failing 2.1 The Plan Sponsor delegates to the TPA only those resolution, and prior to the commencement of powers and responsibilities with respect to depositions in any litigation between the parties arising development, maintenance and administration of the out of this Agreement, the parties shall attempt to FLEX Plan that are specifically enumerated in this resolve the dispute through Mediation before an Agreement. Any function not specifically delegated to agreed-upon Circuit Court Mediator certified by the and assumed by the TPA in writing pursuant to this State of Florida. The mediation shall be attended by Agreement will remain the sole responsibility of the representatives of the TPA with full decision-making Plan Sponsor. The Plan Sponsor retains the authority and by Plan Sponsor's staff person who responsibility for any obligations under the would make the presentation of any settlement Consolidated Omnibus Budget Reconciliation Act reached at mediation to OWNER'S board for approval. (COBRA)of 1985, as amended, and obligations under Should either party fail to submit to mediation as the Health Insurance Portability and Accountability Act required hereunder,the other party may obtain a court of 1996 (HIPAA) unless this Agreement and the Fee order requiring mediation under Section 44.102, Fla. Schedule in Appendix A to Appendix E expressly Statutes. include provisions and fees for COBRA or HIPAA administrative services by the TPA. Any suit or action brought by either party to this Agreement against the other party relating to or arising 2.2 The TPA is acting as an independent contractor for out of this Agreement must be brought in the purposes of this Agreement. As such,the TPA is not a appropriate federal or state courts in and for Collier fiduciary and does not assume any liability or County, Florida, which courts have sole and exclusive responsibility for any breach of duty or act of omission jurisdiction on all such matters. by Plan Sponsor. 2.6 It is agreed by the parties to this Agreement that any 2.3 The parties acknowledge that: cause of action brought by either party to this contract must be made within five (5) years of the date of MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 34 of 42 REV.10-2022 CO 16E3 * occurrence of any alleged breach,infraction or dispute, these services are stated in the Fee Schedule in Appendix A of or within five (5) years of the termination date of this this Appendix E. Agreement, whichever occurs first, in compliance with Section 95.11, Florida Statutes. SUPERVISORY SERVICES 2.7 The TPA agrees to be duly licensed as a Third Party 3.1 The TPA will assist Plan Sponsor in developing and Administrator to the extent required under applicable designing the FLEX Plan and any amendments, law and agrees to maintain such licensure throughout revisions or modifications, subject to approval by Plan the term of this Agreement. Sponsor or Plan Sponsor's attorney. 2.8 The TPA may secure the services of actuaries, 3.2 The TPA will maintain FLEX Plan records based on computer service firms, insurance consultants, legal eligibility information submitted by the Plan Sponsor as counsel, accountants and any other entities that it to the dates on which a Participant's eligibility deems necessary in performing its duties under this commences and terminates, maintain Plan records of Agreement. At the discretion of the TPA such services Plan elections applicable to each Participant based on may be performed directly by it, wholly or in part, information submitted by the Plan Sponsor, and through a subsidiary or affiliate of the TPA or under an maintain Plan records regarding Reimbursement agreement with an organization, agent, advisor or Requests, denials of Reimbursement Requests, and other person of its choosing. Any such services Reimbursement Requests pended. resulting in a charge not agreed to in the Fee Schedule must first be authorized in writing by the Plan 3.3 Upon request of Plan Sponsor, TPA will perform Sponsor. The TPA will be entitled to rely, without twenty-five percent (25%) Key Employee investigation or inquiry, upon any written or oral Concentration discrimination testing for the Plan information or communication of the Plan Sponsor or referenced in this Agreement. However, by providing Agents, including but not limited to: Consultants, these services, TPA is not acting as Plan Sponsor's Actuaries,Attorneys,Accountants,auditors,or Brokers legal counsel or tax advisor. All services provided by retained by the Plan Sponsor. TPA under this paragraph should be reviewed by Plan Sponsor's legal counsel and tax advisors. 2.9 ALLEGIANCE will not be bound by any notice,directive or request unless and until it is received in writing at the 3.4 The TPA will perform the following specific services for mailing address or fax number shown below: Plan Sponsor as requested: 2806 South Garfield Street A. Project estimated costs relating to the FLEX Missoula, MT 59801 Plan. Facsimile: (406) 523-3149 B. Draft and prepare FLEX Summary Plan Neither Plan Sponsor nor Plan Administrator will be Description for review and approval by Plan bound by any written notice,directive or request unless Sponsor's legal counsel. and until it is received in writing at its primary place of business or fax number shown below: C. Assist with the introduction of Plan provisions and procedures to Plan Sponsor's electing 3311 Tamiami Trail East employees through materials and meetings Naples, Florida 34112 arranged by agreement between Sponsor Facsimile: 239-252-8048 and the TPA. 2.10 The parties to this Agreement acknowledge that the D. Prepare reports as required by law for the TPA will have no obligation of any sort, express or financial management and administrative implied, in this contract to provide Plan Sponsor with control of the FLEX Plan for use by Plan any proprietary, confidential or trade secret information Sponsor. of TPA. The Plan Sponsor is entitled to its claims information and other information which the Plan E. Provide to Plan Sponsor, upon request, a Sponsor and Plan Administrator are required to retain copy of all Plan documents which employees by applicable law, but any proprietary, confidential or are entitled to examine under ERISA and any trade secret information of the TPA shall be removed other related documents. Said documents from such information. The TPA will not disclose will be limited to insurance contracts, if any, proprietary, confidential or trade secret information to and documents required to be filed with the U. the Plan Sponsor without the Plan Sponsor first S. Department of Labor. There will be a executing a legally binding Confidentiality and Non- fifteen cent ($.15) per page copy charge Disclosure Agreement regarding such information. assessed for all copies produced hereunder. SECTION 3. THE TPA's RESPONSIBILITIES 3.5 The Employer and not the TPA,is responsible for preparing and filing the IRS Form 5500 on The TPA will provide the following FLEX Plan Supervisory and or before the due date. The TPA will provide Reimbursement Services for the Plan Sponsor. The fees for the necessary information to enable the Plan Sponsor to complete and file an IRS form MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 35 of 42 REV.10-2022 `'—' (�j,' 16E3 5500 annual report,if requested,at least thirty 3.11 The TPA will process, issue, and distribute (30)days prior to the date such filings are due. Reimbursement checks or drafts as instructed by the Plan Sponsor to Participants. The TPA will notify the REIMBURSEMENT PROCESSING SERVICES Plan Sponsor of the Reimbursement Request amount required to be deposited to the Reimbursement 3.6 As specified under the FLEX Plan,the TPA will: Account to pay the Reimbursement Requests as they occur. A. Promptly process and prepare disbursement to pay valid Reimbursement Requests 3.12 The TPA will maintain local telephone service and toll- submitted by participating employees. free telephone lines for inquiries made by Participants regarding the status of their Reimbursement Requests. B. Provide a proper accounting and billing to The TPA may record such telephone calls. Plan Sponsor of Reimbursement Requests paid. 3.13 The TPA will respond to Reimbursement Request inquiries by a Participant,the estate of a Participant,an C. Maintain current and complete records and authorized member of a Participant's family unit, or the files of Reimbursement Requests and Participant's authorized legal representative. payments for each participating employee according to the TPA's current practices. 3.14 The TPA will maintain information that identifies a Participant in a confidential manner. The TPA agrees 3.7 The TPA will possess throughout the term of this to take all reasonable precautions to prevent disclosure Agreement an in-force fidelity bond or other insurance or the use of premium payment information or as may be required by state and federal laws for the Reimbursement Request information for a purpose protection of its clients. Additionally, the TPA agrees unrelated to the administration of the FLEX Plan. to comply with any state or federal statutes or regulations regarding its operations. 3.15 Plan Sponsor may provide its own Plan Document and Summary Plan Description at its expense, used by 3.8 The TPA will process enrollment forms for Participants TPA for review and approval by Plan Sponsor's legal in the FLEX Plan and answer enrollment inquiries; counsel, subject to review and approval by TPA. create and maintain enrollment records for Participants and distribute FLEX Plan materials supplied by the 3.16 The TPA will maintain a Reimbursement Request file Plan Sponsor to new Plan Participants. on every Reimbursement Request reported to it by the Participants. Copies of such records will be made 3.9 The TPA will process Reimbursement Requests available to the Plan Sponsor during a regularly incurred by Participants according to the terms of the scheduled Working Day at the office of the TPA for Plan Document as construed by the Plan Sponsor.The consultation, review, and audit upon advance notice of TPA will establish and maintain usual and customary a minimum of fourteen (14)Working Days. Reimbursement Request review procedures within the usual standard of care in the TPA industry. The TPA The Plan Sponsor will pay for any audit made at its will take reasonable measures and precautions to request. A fee of fifteen cents ($.15) per photo copy prevent the reimbursement of improper requests. The will be paid by the Plan Sponsor or Plan auditor on TPA will not be liable for fraud, misrepresentation or behalf of the Plan Sponsor for any Reimbursement errors by any Participant or for errors in Request or other record. The TPA will charge an Reimbursements made to Participants in good faith. hourly fee of one hundred dollars ($100.00) for executive or professional time,fifty dollars($50.00)per When all necessary documents and Reimbursement hour for department manager time and twenty-five Request form information have been received and the dollars ($25.00) per hour for clerical time spent in Reimbursement Request has been adjudicated, a cooperation with such consultation, review and audit. Reimbursement check or draft will be remitted on the next Reimbursement disbursal date provided that the 3.17 The TPA will,upon termination of this Agreement,save Plan Sponsor has provided funds for such all records at the TPA's principal administrative office. Reimbursement. All Reimbursement Requests will Reimbursement request files will be kept in secure remain in a processed but pended status until funded storage facilities for at least seven (7) years following by the Plan Sponsor. the termination of a Plan Year or as required by ERISA. Copies of any materials in storage will be available to Customer Service Representatives of the TPA will Plan Sponsor for a copy fee of fifteen cents ($.15) per inform any Participant who inquires about any page copied plus a retrieval fee of ten dollars ($10.00) Reimbursement Request which is pended for lack of per box or CD ROM diskette accessed. At the end of funds that such Reimbursement Request has been the six-(6)year period,the TPA will destroy all records. received and processed and is pending receipt of 3.18 The TPA will perform special Reimbursement Request funds. No further explanation will be required of the history research projects upon request by the Plan TPA by the Plan Sponsor under such circumstances. Sponsor. A separate fee may be required depending upon the complexity of such request. 3.10 The TPA will notify Participants in writing of ineligible Reimbursement Requests received. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 36 of 42 REV.10-2022 16E3 3.19 The TPA will provide non-proprietary information and 4.3 Plan Sponsor will maintain current and accurate Plan documents as requested by the Plan Sponsor to eligibility and participation records, verify Participant brokers and agents designated by the Plan Sponsor, eligibility and submit this information if requested by the provided, however, if the Plan Sponsor has entered TPA,to the TPA at its designated mailing address. into an agent of record agreement with any agent or broker, and the TPA has notice of the same, the TPA This information will be provided in a format acceptable will not be required to provide any information or to the TPA and will include the following for each documentation to other agents or brokers unless or Participant: name and address, Social Security until Plan Sponsor has terminated the agent of record number, date of birth, type of participation, sex, agreement and notified the agent of record of the relationship to employee,changes in participation,date termination. The TPA will have the express right to participation begins or ends, and any other information contact any agent of record to verify the agent of record necessary to determine eligibility and participation agreement has been terminated. levels under the FLEX Plan. 3.20 The TPA will have no obligation whatsoever with Plan Sponsor assumes the responsibility for the regard to the Plan Sponsor's obligations and erroneous disbursement of reimbursements by the responsibilities under the Consolidated Omnibus TPA in the event of error or neglect on the Plan Budget Reconciliation Act (COBRA) of 1985, as Sponsor or Employer's part of providing eligibility and amended, or the Health Insurance Portability and participation information to the TPA, including but not Accountability Act(HIPAA)of 1996, unless specifically limited to,failure to give timely notification of ineligibility requested by Plan Sponsor, in which case TPA's or termination of a former Participant. responsibilities for COBRA administration are stated in the COBRA Appendix C attached hereto and made a 4.4 Plan Sponsor will resolve all Plan ambiguities and part hereof by this reference. disputes relating to the eligibility of a Participant, Plan participation, denial of Reimbursement Requests or 3.21 Upon request TPA will provide certain limited bank decisions regarding appeal, or denial of account management services for the reimbursement Reimbursement Requests, or any other Plan Account, for the fees and upon the conditions set out interpretation questions. The Plan Sponsor will in Reimbursement Account Management Services respond to any written request made by the TPA within Appendix D attached hereto and made a part hereof by ten (10)working days. this reference. The TPA will administer and process Reimbursement SECTION 4. PLAN SPONSOR OBLIGATIONS Requests in accordance with this Agreement if the Plan Document and Summary Plan Description are clear 4.1 Plan Sponsor will furnish to the TPA the following and unambiguous as to the validity of the reports and information to allow effective performance Reimbursement Requests and the Participants' by the TPA: eligibility for participation under the FLEX Plan, but will have no discretionary authority to interpret the FLEX A. Certification of participation in the FLEX Plan Plan or adjudicate Reimbursement Requests. If and such other information as may be processing a Reimbursement Request requires necessary for processing Reimbursement interpretation of ambiguous Plan language, and the Requests. Plan Sponsor has not previously indicated to the TPA the proper interpretation of the language,then the Plan B. Prompt reconciliation of: Sponsor will be responsible for resolving the ambiguity or any other dispute. (1) The itemized monthly billing provided by the TPA listing The Plan Sponsor's decision as to any Reimbursement employees covered under the FLEX Request(whether or not it involves a Plan ambiguity or Plan, and; other dispute)will be final and binding unless modified or reversed by a court or regulatory agency having (2) The amount of premiums and jurisdiction over such matter. contributions elected by each participating employee for the billing 4.5 Plan Sponsor will prospectively fund the period. Reimbursement Accounts each pay period by depositing funds deducted from Participants' wages In the event the Plan Sponsor does not into the Reimbursement Account. If additional funding reconcile the contribution listing, the TPA will is required to pay claims, Plan Sponsor shall advance reconcile the contribution listing at the rates funds in a timely manner, but in no event later than shown in the Fee Schedule in Appendix A to thirty (30) days after notice from the TPA of the this Appendix E. required funding amount, so pended claims can be released. 4.2 Plan Sponsor will give notice of the establishment of the FLEX Plan to its employees and will be responsible 4.6 Plan Sponsor will not demand or require the TPA, for distributing copies of the Summary Plan Description under any circumstances,to issue checks or drafts for to participating employees. Reimbursement Requests or any other costs arising MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 37 of 42 REV.10-2022 16E3 out of the subject matter of this Agreement, unless the 4.17 Plan Sponsor will provide all reports and documents Plan Sponsor has so authorized and has previously required from time to time to satisfy governing law or to deposited sufficient funds to cover such payment(s). promote effective FLEX Plan operation. 4.7 Plan Sponsor will provide the TPA with copies of any 4.18 Plan Sponsor retains sole responsibility for Plan and all revisions or changes to the FLEX Plan within Sponsor's obligations and responsibilities under the five (5) Working Days of the effective date of the Consolidated Omnibus Budget Reconciliation Act changes. (COBRA) of 1985, as amended, or the Health Insurance Portability and Accountability Act(HIPAA)of 4.8 Plan Sponsor will provide, and timely distribute, all 1996, unless Plan Sponsor has specifically requested notices and information required to be given to TPA to provide COBRA administrative services, in Participants, maintain and operate the FLEX Plan in which case TPA's responsibilities for COBRA accordance with applicable law, maintain all record administration are stated in the COBRA Appendix C keeping, and file all forms relative thereto pursuant to attached hereto and made a part hereof by this any federal, state, or local law, unless this Agreement reference. specifically assigns such duties to the TPA. 4.19 If the Plan Sponsor elects Set-Up Services Only, as 4.9 Plan Sponsor will at all times acknowledge that it is the shown on the Fee Schedule in Appendix A of this Plan Sponsor, Plan Administrator, and Named Appendix E, and elects not to have the TPA provide Fiduciary,as these terms are defined in ERISA or other Re-Enrollment and Discrimination Testing Services, applicable law. As such, Plan Sponsor retains full the Plan Sponsor retains sole responsibility for discretionary control and authority and discretionary Discrimination Testing, and the TPA will have no responsibility in the operation and administration of the responsibility for the same. Further, if these services FLEX Plan. are not elected, the TPA will have no responsibility whatsoever for notifying Plan Sponsor of changes in, 4.10 Plan Sponsor will pay any and all taxes, licenses, and and required compliance with, the laws applicable to fees levied, if any, by any local, state, or federal this Plan, including Plan Document revisions required authority in connection with the FLEX Plan. for such compliance. The Plan Sponsor will remain solely responsible for remaining apprised of such 4.11 Plan Sponsor will hold confidential information future changes in laws and required compliance with obtained that is proprietary to the TPA or information or regard to Plan Documents. material not generally known by personnel other than management employees of the TPA. Subject to 4.20 The Plan Sponsor has sole responsibility for preparing Chapter 119, Florida Statutes, also known as the and filing IRS Form 5500 if applicable. Public Records Law. 4.21 TPA provides a website to its customers for access to 4.12 Plan Sponsor will pay, in accordance with the Fee plan information which includes Protected Health Schedule, the TPA's fees for services rendered under Information (PHI)as that term is defined by the Health this Agreement. Unless otherwise agreed, the TPA Insurance Portability and Accountability Act of 1996 may withdraw from the applicable account any fee then (HIPAA). Access to PHI via the website is limited to due to the TPA prior to application of the funds in the the person to whom the PHI belongs by use of a unique applicable account to pay Reimbursement Requests or personal password mailed to that person's known any other costs arising out of the FLEX Plan or the address. subject matter of this Agreement. Plan Sponsor has requested TPA issue passwords to 4.13 Plan Sponsor will maintain any fidelity bond or other persons requesting them via the TPA's website. Plan insurance as may be required by state or federal law Sponsor and TPA agree to the following: for the protection of the FLEX Plan and Participants. The person requesting a password will certify their 4.14 Plan Sponsor will notify the TPA of any requests for identity by using unique identifiers. FLEX Plan documents or written inquiries about Reimbursement Requests processed under the FLEX TPA will not be responsible or liable in any way as the Plan. Business Associate of Plan Sponsor for any fraud or identity misrepresentation which causes a password to 4.15 Plan Sponsor will maintain a supply of election forms, be issued to the wrong person. Reimbursement Request forms, Compensation Reduction Agreement forms, and other documents SECTION 5. DURATION OF AGREEMENT provided by the TPA, and will make them available to participating employees. 5.1 This Agreement shall commence on January 1, 2023, 4.16 Plan Sponsor will submit timely payment for enrollment and end on December 31, 2027. This Agreement and services and administrative fees as stated in Appendix may be renewed for two (2) additional one (1) year A of this Appendix E. periods as mutually agreed by the parties in writing, under the same terms, conditions and Fee Schedule unless modified or terminated as described below. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 38 of 42 REV.10-2022 I6E3 5.2 In the event of a change in the Fee Schedule the fee quote described in this subsection must be accepted, D. The Plan Sponsor loses its licensure or in writing, by Plan Sponsor prior to the renewal date for certification required by law to continue the the period to which the fee quote applies. Non FLEX Plan; acceptance of the fee quote prior to such renewal date shall cause this Agreement to lapse and terminate at E. Insolvency; 12:01 o'clock a.m. on that renewal date. F. Court appointment of a permanent receiver 5.3 Either party may terminate this Agreement at any time for all or substantially all of the Plan Sponsor's upon providing the terminating party with sixty (60) assets; days prior notice of intent to terminate unless both parties agree to waive such advance notice. All G. A general assignment of the benefit of obligations of the TPA to process benefits under the creditors by the Plan Sponsor; or FLEX Plan are terminated on the effective date of termination even though a reimbursable expense H. The filing of a voluntary or involuntary petition arose prior to the termination of this Agreement. At of bankruptcy,if such petition is not dismissed the option of the party initiating the termination, the within forty-five (45) days of the date of filing, other party may be permitted a cure period not to provided that an order for relief from exceed ten (10) business days. automatic stay has been obtained, or with respect to a Chapter 11 proceeding, that the 5.4 Failure of Plan Sponsor to provide funds for bankrupt or Bankruptcy Trustee fails to Reimbursement Requests or to make contributions to reaffirm this Agreement and provide adequate the FLEX Plan will result in the termination of this assurances pursuant to 11 USC 365. Agreement thirty (30) days from the date of written notice to Plan Sponsor of the lack of funds. 5.8 The Plan Sponsor may, at its option, terminate this Agreement with ten (10) days written notice upon the 5.5 Upon termination of this Agreement, the TPA shall occurrence of any one or more of the following events provide an accounting and reconciliation to Plan pertaining to the TPA: Sponsor within sixty (60) days after the effective date of termination. Together with said accounting and A. Insolvency; reconciliation, the TPA shall return to Plan Sponsor all remaining funds of Plan Sponsor and/or its employees B. Court appointment of a permanent receiver held by the TPA. TPA shall forward to Plan Sponsor for all or substantially all of the TPA's assets; all Reimbursement Requests received but not processed by TPA. C. A general assignment of the benefit of creditors by the TPA; 5.6 Any amendment which affects only the Fee Schedule, Appendix A to this Appendix E, shall be made, in D. The filing of a voluntary or involuntary petition writing signed by all parties and approved by the Collier of bankruptcy,if such petition is not dismissed County Board of County Commissioners,All fee quotes within forty-five (45) days of the date of filing, accepted by Plan Sponsor for renewals of this provided that an order for relief from Agreement will be incorporated into this Agreement as automatic stay has been obtained, or with amendments to the Fee Schedule, Appendix A to this respect to a Chapter 11 proceeding, that the Appendix E. bankrupt or Bankruptcy Trustee fails to reaffirm this Agreement and provide adequate 5.7 The TPA may, at its sole option, terminate this assurances pursuant to 11 USC 365; Agreement with ten (10) days written notice upon the occurrence of any one or more of the following events E. The TPA engages in any unethical business pertaining to the Plan Sponsor: practice or conducts itself in a manner which in the reasonable judgment of the Plan A. The Plan Sponsor fails to pay administration Sponsor may be a violation of any federal, fees or other fees for the TPA's services upon state, or other government statute, rule, or presentation for payment and in accordance regulation; or with the Fee Schedule; F. The TPA loses its licensure or certification B. The Plan Sponsor engages in any unethical required by law to continue its business or business practice or conducts itself in a continue as third-party administrator. manner which in the reasonable judgment of the TPA may be a violation of any federal, 5.9 In the event this Agreement is terminated for any state, or other government statute, rule, or reason and Plan Sponsor cannot be located following regulation; reasonable efforts by TPA, TPA shall charge a fifty dollar ($50.00) per check administrative charge for its C. The Plan Sponsor,through its acts, practices, efforts to return any stale dated funds defined as a or operations, exposes the TPA to any check with an original issue date greater than one existing or potential investigation or litigation; hundred eighty (180) days belonging to Plan Sponsor MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 39 of 42 REV.10-2022 16E3 or belonging to a plan participant who, likewise,cannot be located. The administrative charge may be paid 6.4 The Plan Sponsor will indemnify, defend, save, and from any funds of the Plan Sponsor held by TPA, or hold the TPA harmless from and against any and all billed directly to the Plan Sponsor.This provision shall claims, suits, actions, liabilities, losses, penalties or survive termination of this Agreement. damages, , to the extent that such claims, losses, liabilities, damages and expenses arise out of or are 5.10 TPA, in its sole discretion may provide run out services based upon the gross negligence, fraudulent, criminal upon the termination of this agreement. The Run out or dishonest acts of Plan Sponsor, its agents and period, not to exceed three (3) months, will be employees in the performance of their duties,a release determined by the Plan Sponsor at the time of of data by the TPA to the Plan Sponsor, or an notification of the termination. If no run out time is interpretation of the FLEX Plan by the Plan Sponsor on specified, the TPA will cease all claims processing on which the TPA acts. the date of termination. Run out services will consist solely of processing claims incurred by a Participant To the extent authorized by law, and applicable to prior to the date of termination of this Agreement, but contract and indemnity claims the foregoing submitted no later than the end of the run out period. indemnification shall not constitute a waiver of Run out services will be provided by the TPA only if at sovereign immunity beyond the limit set forth in Section the time of termination of this agreement, all fees due 768.28, Florida Statutes the TPA and all plan funding are paid and current.TPA will not provide run out services if the above conditions SECTION 7. MISCELLANEOUS are not met, or if termination is a result of any of the conditions listed in paragraph 5.7 of this Agreement. 7.1 This Agreement, together with all addenda, exhibits, The run out fee will be an amount equal to the amount and appendices supersedes any and all prior of Plan Sponsor's administrative fees payable to the representations, conditions, warranties, TPA for the month immediately prior to the date notice understandings, proposals, or other agreements of termination multiplied by the run out time in months. between the Plan Sponsor and the TPA hereto, oral or Upon determination of the run out period, a run out fee written, in relation to the services and systems of the schedule will be issued to the Plan Sponsor as an TPA, which are rendered or are to be rendered in Appendix F to this agreement. connection with its assistance to the Plan Sponsor in the administration of the FLEX Plan. SECTION 6. LIMITATIONS AND INDEMNIFICATION 7.2 This Agreement, together with the aforesaid addenda, 6.1 In performing its obligations in this Agreement,the TPA exhibits, and appendices constitutes the entire is acting only as an independent contractor. Plan Administrative Services Agreement of whatsoever kind Sponsor shall be deemed to be Plan Administrator, or nature existing between or among the parties. unless Plan Sponsor designates an individual or committee to act as Plan Administrator. For purposes 7.3 The parties hereto, having read and understood this of the Employee Retirement Income Security Act of entire Agreement, acknowledge and agree that there 1974 as amended from time to time and any applicable are no other representations, conditions, promises, State legislation of a similar nature, Sponsor will be agreements, understandings, or warranties that exist deemed to be Administrator of the Plan, unless outside this Agreement which have been made by Sponsor designates an individual or committee to act either of the parties hereto,which have induced either as Administrator. In no instance will the TPA be party or have led to the execution of this Agreement by deemed to be or be, Administrator of the Plan for either party. Any statements, proposals, purposes of the Employee Retirement Income Security representations, conditions, warranties, Act of 1974, as amended from time to time. understandings, or agreements which may have been heretofore made by either of the parties hereto, and 6.2 The TPA will not be liable for, and will not advance its which are not expressly contained or incorporated by funds for payment of Reimbursement Requests under reference herein, are void and of no effect. the FLEX Plan. The TPA will not be considered the insurer or underwriter of the liability of Plan Sponsor to 7.4 This Agreement may be executed in two or more provide benefits for the employees participating under counterparts,each and all of which shall be deemed an the FLEX Plan. Plan Sponsor will have final original and all of which together shall constitute but responsibility and liability for Reimbursement Requests one and the same instrument. in accordance with the FLEX Plan. 7.5 Except as provided herein, no changes in or additions 6.3 The TPA will indemnify,defend,save and hold the Plan to this Agreement shall be recognized unless and until Sponsor harmless from and against any and all claims, made in writing and signed by all parties hereto. suits, actions, liabilities, losses, penalties or damages including court costs and attorney's fees with respect 7.6 In the event any provision of this Agreement is held to to the FLEX Plan which directly result from or arise out be invalid, illegal, or unenforceable for any reason and of the dishonest, fraudulent, grossly negligent or in any respect, such invalidity, illegality, or criminal acts of the TPA or its employees, except for unenforceability shall in no event affect, prejudice, or any acts taken at the specific direction of the Plan disturb the validity of the remainder of this Agreement, Sponsor. which shall remain in accordance with its terms. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 40 of 42 REV.10-2022 16E3 7.7 The Plan Sponsor will notify the TPA within ten (10) 7.10 The TPA has adopted an Affirmative Action Policy that Working Days of any inquiry made by any Participant is in compliance with Section 49-3-101 to Section 49- or authorized representative of any Participant related 3-303 MCA. Employees hired by the TPA are hired on to Plan Documents, Plan Records, Reimbursement the basis of merit and qualifications; and there is no Requests, disputes, threatened litigation, lawsuits discrimination on the basis of race, color, religious pertaining to the FLEX Plan or any inquiry made by any creed, political ideas, sex, age, marital status, physical federal or state authority regarding the FLEX Plan. handicap, national origin or ancestry by persons performing this Agreement. Qualifications mean such 7.8 In the event that either party is unable to perform any abilities as are genuinely related to competent of its obligations under this Agreement because of performance of the particular occupational task. natural disaster, labor unrest, civil disobedience, acts of war (declared or undeclared), or actions or decrees 7.11 This Agreement shall be interpreted and construed in of governmental bodies(any one of these events which accordance with the laws of the state of Florida except is referred to as a "Force Majeure Event"), the party to the extent superseded by federal law with venue in who has been so affected shall immediately notify the the State and Federal courts in and for Collier County, other party and shall do everything possible to resume Florida. performance. 7.12 No forbearance or neglect on the part of either party to Upon receipt of such notice, all obligations under this enforce or insist upon any of the provisions of this Agreement shall be immediately suspended. If the Agreement shall be construed as a waiver, alteration, period of non-performance exceeds fourteen (14) or modification of the Agreement. Working Days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving ten (10) Working Days written notice,terminate this Agreement. 7.9 All notices required to be given to either party by this Agreement shall, unless otherwise specified in writing, be deemed to have been given three (3) days after deposit in the U.S. Mail, first class postage prepaid, certified mail, return receipt requested. Any official notice to the TPA will be mailed to the attention of the President at 2806 South Garfield Street, Missoula, MT 59801. The TPA will not be bound by any notice, directive or request unless and until it is received in writing at this address. Any official notice to the Plan Sponsor will be mailed to the attention of the Risk Management Director at 3311 Tamiami Trail East, Naples, Florida 34112. The Plan Sponsor will not be bound by any notice, directive or request unless and until it is received in writing at this address. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 41 of 42 REV.10-2022 16E3 APPENDIX A to APPENDIX E FEE SCHEDULE AND FINANCIAL ARRANGEMENT 1. FEE SCHEDULE The Plan Sponsor and the TPA hereby agree to the compensation schedules set forth below as being the sole compensation to the TPA for any of its services which relate to the FLEX Plan. Monthly fees are based upon Plan Participant enrollment as of the beginning of the month. All fees stated below are subject to Chapter 218, Florida Statutes, also known as the"Local Government Prompt Payment Act". Plan Sponsor shall pay THE TPA the following fees as indicated: SERVICE AMOUNT DUE A. A fee of$5.15 PEPM for flexible spending account processing services. B. Hourly fee of$50.00 for reconciliation of contribution listing and related accounting services. C. Hourly fee of$100.00 for welfare plan consulting. Such services must be agreed to in advance by the Plan Sponsor. D. Hourly fee of$100.00 per hour for audit assistance services and any other services provided by the TPA not specifically provided for in this Agreement. E. Fee for FSA COBRA services$0.25/participant/month together with 2%of the COBRA fees collected. MEDICAL ASA MED STD SNGL EMP ALLEGIANCE BENEFIT PLAN MANAGEMENT,INC. Page 42 of 42 REV.10-2022 1iE3 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement")is entered into between COLLIER COUNTY Government, a political subdivision of the State of Florida (hereinafter referred to as the "Covered Entity") and Allegiance Benefit Plan Management, Inc., a corporation duly organized and existing under the laws of the State of Montana, and registered to do business in the State of Florida (hereinafter referred to as the "Business Associate"), effective as of this 13 t'day ,f D tce"he/ ,2022(the"Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to receive Protected Health Information ("PHI") on behalf of Covered Entity that is confidential under state and/or federal law;and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate,or created by Business Associate on behalf of Covered Entity, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation,the Standards for the Privacy of Individually Identifiable Health Information codified at 45 CFR Parts 160 and 164 ("Privacy Rule") and the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164("Security Rule")(collectively"HIPAA Regulations"); as amended by the applicable provisions of the Health Information Technology for Economic and Clinical Health Act,as incorporated in the American Recovery and Reinvestment Act of 2009,and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); as amended by the Final HIPAA regulations(collectively the "HIPAA Rules");and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI,which are met by this Agreement. NOW,THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1.Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Rules,as applicable unless otherwise defined herein. "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. §160.103 and is limited to the PHI that Business Associate creates or receives from or on behalf of Covered Entity. As used herein,it also includes electronic Protected Health Information. "Electronic Protected Health Information" or"ePHI" shall have the same meaning as the term "electronic protected health information" in 45 C.F.R. § 160.103 and refers to electronic Protected Health Information transmitted by,or maintained in,electronic media for or on behalf of the Covered Entity. 2.Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall Use or Disclose PHI for the Page 1 of 8 14E3 purposes of(i) performing Business Associate's obligations under the Administrative Services Agreement resulting from Covered Entity's Request for Proposal # 22-7977, "Group Health and Dental Plan Administrative Services" (including all Appendices/Agreements attached to that Administrative Services Agreement); or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the Privacy Rule if it were done by Covered Entity,except as set forth below in this Section 2.a,Business Associate may Use PHI: (i)for the proper management and administration of Business Associate; and,(ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR§ 164.506(c)(1)and(3),including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) Business Associate shall obtain reasonable assurances from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s)for which it was Disclosed by Business Associate to such person,and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached.Business Associate may de- identify any and all PHI obtained by Business Associate, and use such de-identified data on Business Associate's own behalf, all in accordance with the de-identification requirements of the Privacy Rule. The parties acknowledge and agree that de-identified data does not constitute PHI.Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § I64.502(j)(1). Business Associate may use PHI to the extent and for any purpose authorized by an Individual under 45 C.F.R. § 164.508. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that(i)reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates,receives,maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Administrative Services Agreement and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR§ 164.308,physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR§ 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in compliance with all requirements of the Security Rule related to security and applicable to Business Associate. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI as permitted in this Agreement or as Required By Law and in compliance with each applicable requirement of 45 CFR§ 164.504(e).To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E of 45 CFR Part 164 that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate,to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. Page 2 of 8 16E3 f. Encryption.To facilitate Business Associate's compliance with this Agreement and to assure adequate data security,Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Administrative Services Agreement shall be provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2)of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident affecting Covered Entity's PHI or any Use and/or Disclosure of PHI other than as provided for by this Agreement within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure(but not later than five(5)days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take prompt and reasonable action to cure any such deficiencies. Notwithstanding the foregoing, the parties acknowledge that this Section 3.a constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of"Unsuccessful Security Incidents"for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks,and any combination of the above,so long as no such incident results in unauthorized access, use or disclosure of PHI. b. Breach of Unsecured PHI. If Business Associate Discovers that a Breach of unsecured PHI has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate, or by exercising reasonable diligence would have been known to any of Business Associate's employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall reasonably cooperate with Covered Entity in meeting Covered Entity's obligations under the HIPAA Rules with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Administrative Services Agreement, and such subcontractors or agents receive or have access to PHI that Business Associate received from,or created or received from or on behalf of Covered Entity, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity, within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in that Designated Record Set available to Covered Entity to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, in the event that any Individual requests access to PHI directly from Business Associate,Business Associate shall forward a copy of such request to Covered Entity and Covered Entity shall be responsible for responding to such Page 3 of 8 CAO 16 E3 request. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI received from Covered Entity,then,pursuant to 45 CFR§ 164.524,Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in such Electronic Health Record in an electronic format in order for Covered Entity to comply with 45 CFR§ 164.524,provided that it is readily producible in such format; if it is not readily producible in such format,Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. If an Individual requests access to his or her PHI directly from Business Associate, Business Associate shall promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request. c. Amendment of PHI. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate agrees to make any amendment(s)to PHI in that Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity, and in the time and manner mutually agreed. If an Individual requests an amendment of his or her PHI directly from Business Associate,Business Associate shall either(1)promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request or(2) elect to respond directly to the request. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual,information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528. Such accounting is limited to disclosures that were made in the six(6)years prior to the request. Business Associate shall provide such information as is necessary to provide an accounting within ten(10) days of Covered Entity's request, at no cost to the Covered Entity or Individual. e. Accounting of Disclosures of Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record with respect to PHI maintained on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record. Such accounting shall comply with the requirements of 45 CFR§ 164.528.Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in compliance with the HIPAA Rules, provided that it is readily producible in such format; if it is not readily producible in such format,Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),then Covered Entity shall, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall,upon receipt of such notification,not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations,except as otherwise required by law or unless doing so would unreasonably burden healthcare operations, in which case Business Associate will notify Covered Entity. 6. Remuneration and Marketing. a. Remuneration for PHI. Business Associate agrees that it shall not, directly or Page 4 of 8 CAC) 16E3 indirectly, receive remuneration in exchange for any PHI of Covered Entity in compliance with 42 U.S.C. § 17935(d). b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. § 17936(a). 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations.Except to the extent prohibited by law,Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary.Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary promptly after providing such PHI to the Secretary. 8. Minimum Necessary.Business Associate shall limit its Use,Disclosure or request of PHI to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively in accordance with 42 U.S.C. § 17935(b). 9. Obligations of Covered Entity. (a)Covered Entity shall notify Business Associate of any limitation(s)in its notice of privacy practices of Covered Entity in accordance with 45 C.F.R. § 164.520,to the extent that such limitation may affect Business Associate's use or disclosure of PHI under this Agreement; (b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI under this Agreement; (c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement; (d) Covered Entity represents that: (i) it is entitled to receive PHI in accordance with 45 C.F.R. § 164.504(f), (ii) it has received a certification from the Plan Sponsor in accordance with 45 C.F.R. § 164.504(f)(2)(ii), and(iii)the Plan documents permit the Plan to received PHI, including detailed invoices, reports and statements from Business Associate; (e) Covered Entity in performing its obligations and exercising its rights under this Agreement shall use and disclose PHI in compliance with the HIPAA Rules and shall not request Business Associate to use or disclose PHI in any manner that would violate this Agreement or the HIPAA Rules.Covered Entity represents that a request for PHI from Business Associate to Covered Entity shall only be the minimum amount of PHI necessary to accomplish the permitted purpose of the applicable request or use. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation on or before ten (10)days after receipt of such written notice, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may immediately terminate this Agreement with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement,then Business Associate shall promptly notify Covered Entity. With respect to such Page 5 of 8 16E3 breach or violation,Covered Entity shall take reasonable steps to cure such breach or end such violation on or before ten(10)days after receipt of such written notice, if possible. If such steps are either not possible or are unsuccessful,upon written notice to Covered Entity,Business Associate may immediately terminate this Agreement with Covered Entity. c. Automatic Termination.This Agreement will automatically terminate,without any further action by the parties hereto, upon expiration or termination of the Administrative Services Agreement by and between the parties hereto. d. Effect of Termination.Except as provided in this Section 10.d,upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Business Associate determines that return or destruction is not feasible,Business Associate shall continue to extend the protections of this Agreement to such PHI,and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. The parties agree that it would not be feasible for Business Associate to return or destroy the PHI reasonably needed to be retained by Business Associate for its own legal and risk management purposes, including copies of PHI that may be included in information retained for archival purposes. 11 Amendment. The parties acknowledge that federal laws relating to the HIPAA Rules are rapidly evolving and that amendment of this Agreement and the Administrative Services Agreement may be required to ensure compliance with such developments.The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of the HIPAA Rules relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement and the Administrative Services Agreement incorporating any such changes. 12. No Third-Party Beneficiaries.Nothing express or implied in this Agreement is intended to confer,nor shall anything herein confer,upon any person other than Covered Entity,Business Associate and their respective successors or assigns,any rights,remedies,obligations or liabilities whatsoever. 13. Effect on Administrative Services Agreement. In the event of any conflict between this Agreement and the Administrative Services Agreement between Covered Entity and Business Associate, the terms of this Agreement shall control with respect to the subject matter herein. 14. Survival. The rights and obligations of Business Associate under Section 10.d of this Agreement shall survive the termination of this Agreement. 15. Interpretation.This Agreement shall be interpreted as necessary to comply with the HIPAA Rules. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. 16. Governing Law. Except to the extent not preempted by federal law with respect to the HIPAA Rules,this Agreement shall be construed in accordance with the laws of the State of Florida. Page 6 of 8 CNt 16E3 17. Notices.All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail,postage prepaid,facsimile transmission,e-mail or personal or courierdelively: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples, FL 34112 Attn: Risk Management Director Telephone no: 239-252-8966 Email:Jeffrey.Walker@colliercountyfl.gov If to Business Stephen A. Tahta, President and General Manager Associate: Allegiance Benefit Plan Management,Inc. 2806 South Garfield St. Missoula,MT 59801 Telephone:(406)721-2222 Email: Stephen.tahta@askallegiance.com 18. Indemnification. The Business Associate's obligations to indemnify and hold harmless Covered Entity from and against any and all claims, suits, actions, liabilities, losses, penalties or damages, including courts costs and attorneys' fee,relating to a breach of this agreement shall be in accordance with that Administrative Services Agreement entered into between the parties with an effective date of January 1,2023. 19. Miscellaneous. a. Severability.In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof,and supersedes any prior or contemporaneous verbal or written agreements,communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. e. Regulatory Reference. Any reference made herein to any provision of law or regulation shall be a reference to such section as in effect and as same may be amended from time to time. f. Amendment Generally. This Agreement may not be amended except in a writing signed by both parties hereto. Both parties hereto agree that this agreement shall be amended to comply with any and Page 7 of 8 16E3 - ! all state or federal laws rules, or regulations, including without limitation any future laws, rules or ,,i regulations. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed as of the date first set forth above. I COVERED ENTITY: I BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA By: al �a ker,Director of Risk Management BUSINESS ASSOCIATE: i ALLEGIANCE FIT I6\_. TPLAN ANAGEMENT,INC. First Witness: By: --- 7 �-9� nn U A Print Name: �7Ce ttvn K.�aVc-0, g `-Si nature Title: ?r25kk 4 N\ Print Name Second Witness: /47,01---N--e0, , Signature Print Name Approved a: t fa • I: +ality 1R.T. : ,D ,u "•In • ttorney i Page 8 of 8 'may "• ) V®� I (,�' 1 6 E 3 �...N ALLEBEN-01 ARESL,n A4.i.-- CERTIFICATE OF LIABILITY INSURANCE DATED/YYYY) 11/9/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Chandler Wiese PRODUCER NAME: Missoula Office PHONE FAX PayneWest Insurance,a Marsh McLennan Agency LLC Company (A/C,No,Ex*(406)532-5792 ( C,No): P.O.Box 4386 ROADAfiss:cwiese@paynewest.com Missoula,MT 59808 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartf ord Fire Insurance Company 19682 INSURED INSURER B: Allegiance Benefit Plan Management,Inc INSURER C: PO Box 3018 INSURER D: Missoula,MT 59806 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBR POLICY EFF POLICY EXP LTR R INSD WVD, (MM/DD/YYYY) (MM/DD/YYYYI INSR OF INSURANCEPOLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X 41UUNID8162 9/1/2022 9/1/2023 DAMAGETORENTED 300,000 PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER: $ COMBINEDA AUTOMOBILE LIABILITY (Ea accident SINGLE LIMIT $ 1,000,000 X ANY AUTO 41 UENAC0956 9/1/2022 9/1/2023 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE 41 RHUID8186 9/1/2022 9/1/2023 AGGREGATE $ DED X RETENTION$ 10,000 Gen Aggregate $ 5,000,000 A WORKERS COMPENSATION PEATUTE ER OOER TH AND EMPLOYERS'LIABILITY Y/N 41WEAD7Z4X 10/1/2022 10/1/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Contract#22-7977 General Liability Additional Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16 E3 TRAVELERS J Wrap+`R, Managed Care Errors and Omissions Liability DECLARATIONS POLICY NO. 106303196 Travelers Casualty and Surety Company of America Hartford,Connecticut (A Stock Insurance Company,herein called the Company) THE LIABILITY COVERAGES ARE WRITTEN ON A CLAIMS-MADE BASIS. THE LIABILITY COVERAGES COVER ONLY CLAIMS FIRST MADE AGAINST INSUREDS DURING THE POLICY PERIOD. THE LIMIT OF LIABILITY AVAILABLE TO PAY SETTLEMENTS OR JUDGMENTS WILL BE REDUCED BY DEFENSE EXPENSES, AND DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION. THE COMPANY HAS NO DUTY TO DEFEND ANY CLAIM UNLESS DUTY-TO-DEFEND COVERAGE HAS BEEN SPECIFICALLY PROVIDED HEREIN. ITEM 1 NAMED INSURED: BENEFIT MANAGEMENT CORPORATION D/B/A: Principal Address: 2806 SOUTH GARFIELD STREET MISSOULA,MT 59801 ITEM 2 POLICY PERIOD: Inception Date: May 31,2022 Expiration Date:May 31,2023 12:01 A.M.standard time both dates at the Principal Address stated in ITEM 1. ITEM 3 ALL NOTICES OF CLAIM OR LOSS MUST BE SENT TO THE COMPANY BY EMAIL,FACSIMILE, OR MAIL AS SET FORTH BELOW: Email:BSlclaims@travelers.com Fax: 1-888-460-6622 Mail:Travelers Bond&Specialty Insurance Claim P.O.Box 2989 Hartford,CT 06104-2989 Overnight Mail:Travelers Bond&Specialty Insurance Claim One Tower Square,S202A Hartford,CT 06183 For questions related to claim reporting or handling,please call 1-800-842-8496. ITEM 4 COVERAGE INCLUDED AS OF THE INCEPTION DATE IN ITEM 2: Managed Care Errors and Omissions Liability MCO-2001 (Ed.05-10) Page 1 of 3 16E3 ITEM 5 Only those coverage features marked"/1 Applicable"are included in this policy. Managed Care Errors and Omissions Liability Limits of Liability: $5,000,000 for each Claim;not to exceed $5,000,000 for all Claims Additional Defense Coverage: ❑ Applicable 0 Not Applicable Additional Defense Limit of Liability: Not Covered for all Claims Retention: $100,000 for each Claim Prior and Pending Proceeding Date: April 01,2007 Continuity Date: April 01,2007 ITEM 6 PREMIUM FOR THE POLICY PERIOD: N/A Annual Installment Premium if ITEM 10 below is applicable ITEM 7 TYPE OF LIABILITY COVERAGE: ❑ Reimbursement F 1 Duty-to-Defend Only the type of liability coverage marked"®"is included in this policy. ITEM 8 LIABILITY COVERAGE EXTENDED REPORTING PERIOD: Additional Premium Percentage: 150% Additional Months: 12 (If exercised in accordance with Section III.CONDITIONS O.EXTENDED REPORTING PERIOD of the Liability Coverage Terms and Conditions) ITEM 9 LIABILITY COVERAGE RUN-OFF EXTENDED REPORTING PERIOD: Additional Premium Percentage: Not Applicable Additional Months: Not Applicable (If exercised in accordance with Section III.CONDITIONS K.CHANGE OF CONTROL of the Liability Coverage Terms and Conditions) ITEM 10 ANNUAL REINSTATEMENT OF THE LIABILITY COVERAGE LIMIT OF LIABILITY: ❑ Applicable ►�� Not Applicable Only those coverage features marked" 1 Applicable"are included in this policy. MCO-2001 (Ed.05-10) Page 2 of 3 16E3 ITEM 11 FORMS AND ENDORSEMENTS ATTACHED AT ISSUANCE: ACF-7006-0511;AFE-19029-0719;AFE-19030-0920;AFE-19048-0322;LIA-3001-TOC-0322;LIA-3001-0109; LIA-19097-0315;LIA-19130-1016;LIA-4016-0109;MCO-3001-TOC-0322;MC0-3001-0510;MCO-7009-0510; MCO-10023-0217;MCO-10029-0517;LIA-7043-0109;LIA-10047-0211;LIA-19054-0712;LIA-5025-1107 THE DECLARATIONS, THE APPLICATION, THE LIABILITY COVERAGE TERMS AND CONDITIONS, THIS LIABILITY COVERAGE, AND ANY ENDORSEMENTS ATTACHED THERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND THE INSURED. Countersigned By IN WITNESS WHEREOF,the Company has caused this policy to be signed by its authorized officers. gffor 4.021-arbt (1. President Corporate Secretary MCO-2001 (Ed.05-10) Page 3 of 3 16 E3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURED ORGANIZATION TO INCLUDE SCHEDULED ENTITIES WITH SEPARATE PRIOR AND PENDING PROCEEDING AND CONTINUITY DATES ENDORSEMENT (INCREASED LIMITS) This endorsement changes the following: Managed Care Errors &Omissions Liability It is agreed that: 1. The following is added to the definition of Insured Organization in the DEFINITIONS section of the Liability Coverage(s): Insured Organization also means the following entities: Entities Benefit Management Corp. Allegiance Life& Health Insurance Company, Inc. Allegiance Benefit Plan Management, Inc. Intermountain Underwriters, Inc. Alligiance COBRA Services, Inc. Allegiance Provider Direct, LLC 2. Solely with respect to any Claim based upon or arising out of any Wrongful Act by any entity scheduled below, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of the Declarations are deleted and replaced with the dates listed directly opposite the entities scheduled below: Prior and Pending Continuity Entities Proceeding Date Date Allegiance Life & Health Insurance Company, Inc. April 1, 2007 April 1, 2007 3. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability that is $1,000,000 excess of$2,000,000, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of the Declarations are deleted and replaced with the dates listed directly opposite the entities scheduled below: Prior and Pending Continuity Entities Proceeding Date Date Issuing Company: Travelers Casualty and Surety Company of America Policy Number: 106303196 LIA-10047 Ed. 02-11 Page 1 of 2 ©2011 The Travelers Indemnity Company. All rights reserved. l6E3 Benefit Management Corp. May 31, 2009 May 31, 2009 Allegiance Benefit Plan Management, Inc. May 31, 2009 May 31, 2009 Intermountain Underwriters, Inc. May 31, 2009 May 31, 2009 Allegiance COBRA Services, Inc May 31, 2009 May 31, 2009 Allegiance Provider Direct, LLC May 31, 2009 May 31, 2009 4. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability that is $2,000,000_excess of $3,000,000, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of the Declarations are deleted and replaced with the dates listed directly opposite the entities scheduled below: Prior and Pending Continuity Entities Proceeding Date Date Benefit Management Corp. May 31, 2010 May 31, 2010 Allegiance Benefit Plan Management, Inc. May 31, 2010 May 31, 2010 Intermountain Underwriters, Inc May 31, 2010 May 31, 2010 Allegiance COBRA Services, Inc. May 31, 2010 May 31, 2010 Allegiance Provider Direct, LLC May 31, 2010 May 31, 2010 5. Solely with respect to the entities scheduled below and to that portion of the Liability Coverage Limit of Liability that is $2,000,000_excess of $3,000,000, the Prior and Pending Proceeding Date and Continuity Date in ITEM 5 of the Declarations are deleted and replaced with the dates listed directly opposite the entities scheduled below: Prior and Pending Continuity Entities Proceeding Date Date Allegiance Life & Health Insurance Company, Inc. April 30, 2011 April 30, 2011 Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,exclusions or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. LIA-10047 Ed. 02-11 Page 2 of 2 ©2011 The Travelers Indemnity Company. All rights reserved.